Horiyoshi Worldwide Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






AMENDMENT TO SHARE EXCHANGE AGREEMENT

THIS AGREEMENT (the “Amendment Agreement”) is made
effective as of the 5th day of November, 2010

AMONG:

		HORIYOSHI WORLDWIDE INC. a Nevada
      corporation, of 711 South Olive Street, Suite 504, Los Angeles,
      California, 90014. 	
	 	(“Pubco”) 	 
	 	 	 
	 AND: 		 
	 	 	 
		HORIYOSHI THE THIRD LIMITED (formerly
      Horiyoshi III Worldwide Ltd.), a Hong Kong company, of 16E Neich Tower,
      128 Gloucester Road, Wanchai, Hong Kong. 	
	 	(“Priveco”) 	 
	 	 	 
	 AND: 		 
		THE UNDERSIGNED SHAREHOLDERS OF PRIVECO AS
      LISTED ON SCHEDULE 1 ATTACHED HERETO 	
	 	 	 
	 	(the “Selling Shareholders”) 	 


WHEREAS:

	A. 	
      The Parties entered in a Share Exchange Agreement (the
      “Original Agreement”) dated September 1, 2010.

	 	 
	B. 	
      Unless otherwise defined herein, all terms, whether
      defined or undefined, shall have the meaning ascribed to them in the
      Original Agreement.

	 	 
	C. 	
      Upon the terms and subject to the conditions set forth in
      the Original Agreement, Pubco has agreed to issue up to 64,866,000 common
      shares in the capital of Pubco as of the Closing Date, as defined therein,
      to the Selling Shareholders as consideration for the purchase by Pubco of
      the issued and outstanding common shares of Priveco held by the Selling
      Shareholders.

	 	 
	D. 	
      Upon the terms and subject to the conditions set forth in
      the Original Agreement, the Selling Shareholders have agreed to sell all
      of the issued and outstanding common shares of Priveco held by the Selling
      Shareholders to Pubco in exchange for common shares of Pubco.

	 	 
	E. 	
      By this Amendment Agreement the Parties wish to decrease
      the number of securities issuable by Pubco in consideration for the shares
      of the Selling Shareholders to 30,000,000 shares, and to waive the
      condition precedent that



THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties covenant
and agree as follows:

1.     The Original Agreement shall be
amended as follows:

Amendment to Share Exchange Agreement among Horiyoshi
Worldwide Inc., Horiyoshi the Third Limited, and the Selling Shareholders of
Horiyoshi the Third Limited. (November 5,
2010)





	(a) 	
      in sub-section 1.1 (i) (Pubco Shares) the number
      “64,866,000” shall be deleted and replaced with the number
      “30,000,000”;

	 	 
	(b) 	
      in sub-section 2.2 (Consideration) the number
      “6,486” shall be deleted and replaced with the number
      “3,000”;

	 	 
	(c) 	
      in sub-section 4.3 (Capitalization of Pubco) the words
      “and those issuable pursuant to the private placement agreement
      referenced in below subsection 6.13” shall be deleted and replaced
      with the words “upon Closing”;

	 	 
	(d) 	
      in sub-section 5.1 (j) (Outstanding Shares of Pubco) the
      words “and as contemplated by the private placement agreement
      referenced in below subsection 6.13” shall be deleted;

	 	 
	(e) 	
      in sub-section 5.2 (i) (Outstanding Shares) the number
      “95,366,525” shall be replaced with the number
      “60,000,525”, and the words “and to the private
      placement agreement referenced in below article 6.13” shall be
      deleted;

	 	 
	(f) 	
      sub-section 6.13(Pubco Private Placement) shall be
      deleted; and

	 	 
	(g) 	
      the table of Selling Shareholders contained in Schedule 1
      shall be deleted and replaced with the following
table:





	

      

Name 	

      

Address 	

      Number of Priveco 
Shares
      held before 
Closing 	Total Number of 

      Pubco Shares to
      be 
issued by Pubco on 
Closing 
	Lone Star Capital Limited 
(formerly Stone Holdings
      
Corporation Limited) 	16E, Neich Tower, 128 

      Gloucester Road,
      Wanchai, 
Hong Kong 	
7,500 
	
22,500,000 

	Yoshihito Nakano 
	5-3 Kubocho Nishi-Ku, 

      Yokohama, Japan.
	2,000 
	6,000,000 

	Mitsuo Kojima
    
	5-12-24 Minami Aoyama, 

      Minato-ku, Tokyo, Japan. 	500
      
	1,500,000 

	  	Total shares: 	10,000 	30,000,000 



2.       All other terms of the
Original Agreement are hereby ratified and shall remain in full force and effect
except as modified herein. 

3.       This Amendment Agreement
may be executed in one or more counterparts, all of which will be considered one
and the same agreement and will become effective when one or more counterparts
have been signed by each of the parties and delivered to the other parties, it
being understood that all parties need not sign the same counterpart.

4.       This Amendment Agreement
may be executed by delivery of executed signature pages by fax and such fax
execution will be effective for all purposes.

Amendment to Share Exchange Agreement among Horiyoshi
Worldwide Inc., Horiyoshi the Third Limited, and the Selling Shareholders of
Horiyoshi the Third Limited. (November 5,
2010)




IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.

HORIYOSHI THE THIRD LIMITED

Per: /s/ Steve Sang Keun Suk
Steve Sang
Keun Suk, President and 
Director

HORIYOSHI WORLDWIDE INC.

Per:/s/Mitsuo Kojima
Mitsuo
Kojima, President and Director

Amendment to Share Exchange Agreement among Horiyoshi
Worldwide Inc., Horiyoshi the Third Limited, and the Selling Shareholders of
Horiyoshi the Third Limited. (November 5,
2010)




SCHEDULE 1 
AMENDMENT TO SHARE EXCHANGE AGREEMENT

SELLING SHAREHOLDERS

LONE STAR CAPITAL LIMITED

Per: /s/Steve Sang Keun
Suk 
        Steve Sang Keun Suk,

Authorized Signatory

/s/Yoshihito Nakano
YOSHIHITO NAKANO

/s/Mitsuo Kojima
MITSUO KOJIMA

Amendment to Share Exchange Agreement among Horiyoshi
Worldwide Inc., Horiyoshi the Third Limited, and the Selling Shareholders of
Horiyoshi the Third Limited. (November 5,
2010)