Business Development Solutions, Inc. - Exhibit 10.4 - Prepared By TNT
Filings Inc.




  




Exhibit 10.4 

AMENDMENT NUMBER 2 

TO 

PROMISSORY NOTE 


AMENDMENT NUMBER 2 TO PROMISSORY NOTE, dated as of November
16, 2009 (this "Amendment"), between SHU KEUNG CHUI, a citizen of Hong
Kong ("Payee"), and BUSINESS DEVELOPMENT SOLUTIONS, INC., a Delaware
corporation (the "Company") (formerly known as AMCO TRANSPORT HOLDINGS,
INC. ("AMCO")). 


BACKGOUND 


1. 

The Company’s predecessor,
ATLAS-REPUBLIC CORPORATION, a Colorado corporation ("Atlas") issued a
Promissory Note on April 23, 2002 in favor of BESTWAT COACH EXPRESS INC., a New
York corporation ("Bestway"), the then-controlling stockholder of Atlas,
in the principal amount of $101,500 (as amended by the Amendment Number 1 to
Promissory Note dated as of April 19, 2003, the "Note"). The Note bears
an interest at the rate of 8% per annum and matures on September 30, 2004. 

2. 

In connection
with and pursuant to the terms of certain stock purchase agreement dated as of
November 19, 2004 by and among AMCO, Bestway and Payee, Bestway assigned all of
its rights, title and interest in the Note to Payee. 

NOW, THEREFORE, the parties hereto, intending to be legally
bound and in consideration of the mutual agreements and covenants contained
herein and in the Note, hereby agree to amend the Note as set forth below.
Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Note. 

1. 

Payment on
Demand. The Note is a demand obligation without a set maturity date. The
unpaid principal balance of the Note shall be paid on the date which is 30 days
after the date of demand for payment by Payee together with any interest accrued
thereon; provided, however, that the Note shall become immediately due and
payable in the event of a change in control of the Company regardless of the
structure of the transaction through which such change of control occurs. 

2. 

No Interest. The Note
shall bear no interest effective as of and from the Effective Date (as defined
below). 

3. 

Waiver.
By executing this Amendment, Payee hereby expressly waives any portion of the
interest that would have been accrued on the outstanding amount due under the
Note at a higher rate prior to the date hereof. 

4. 

Note Remains in Force.
Except as expressly set forth herein, this Amendment does not amend or modify
any provision of the Note which shall continue to be of full force and effect as
amended. 

5. 


Effectiveness; Counterparts. This Amendment shall take effect on and from
December 1, 2009 (the "Effective Date") and shall be governed by and
construed in accordance with the laws of the State of New York. This Amendment
may be executed in any number of counterparts and by the parties hereto on
separate counterparts but all such counterparts shall together constitute on and
the same instrument. Facsimile execution and delivery of this Amendment is legal
valid and binding execution and delivery for all purposes. 

[signature page follows] 


 

                
              
            
          
        
      
    
  





IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written. 


COMPANY 


BUSINESS DEVELOPMENT SOLUTIONS, INC. 

By: /s/ Sam Yuen Yee Lau            


       Sam Yuen Yee Lau 

       Chief Financial Officer 


PAYEE 


SHU KEUNG CHUI 

/s/ Shu Keung Chui                      


Shu Keung Chui