FIRST
      AMENDMENT TO 

     

    SECURITIES
      PURCHASE AGREEMENT 

     

    This
      First Amendment to Securities Purchase Agreement dated as of July 31, 2008
      (this
“Agreement”), is entered into by and among Southern Sauce Company, Inc., a
      Florida corporation (the “Company”), Long Sunny Limited, a British Virgin
      Islands company (“Long Sunny”) and Blue Ridge Investments, LLC, a limited
      liability company incorporated in Delaware (“Blue Ridge”). 

     

    WITNESSETH:

     

    WHEREAS,
      the Company, Long Sunny and Blue Ridge entered into a Securities Purchase
      Agreement dated as of July 18, 2008 (the “Purchase Agreement”), and

     

    WHEREAS,
      Section 3.25 of the Purchase Agreement did not reflect the understanding of
      the
      parties and the parties have agreed to amend said provisions, in the manner,
      and
      on the terms and conditions, set forth herein.

     

    NOW,
      THEREFORE, in consideration of the mutual promises herein contained and
      intending to be legally bound, the parties hereby agree as follows:

     

    1. Definitions.
      Capitalized terms not otherwise defined herein (including the Recitals) shall
      have the meanings ascribed to them in the Purchase Agreement.

     

    2. Amendment
      to Section 3.25 of the Purchase Agreement.
      Section
      3.25 of the Purchase Agreement is hereby amended and restated in its entirety
      as
      of the date hereof to read as follows:

     

    Section
      3.25 Exchange
      Listing.
      The
      Company shall list and trade its shares of Common Stock on the Nasdaq Capital
      Market or the Nasdaq Global Market or any successor market thereto
      (collectively, “Nasdaq”),
      or
      the American Stock Exchange or any successor market thereto (together with
      Nasdaq, each a “National
      Stock Exchange”)
      at the
      earliest possible time and shall take all commercially reasonable actions to
      fulfill the said requirement by no later than the date which is eighteen months
      after the Closing Date. In the event the shares of Common Stock are not listed
      and trading on a National Stock Exchange by the date which is eighteen months
      from the Closing Date and the Purchaser believes, using reasonable judgment,
      that commercially reasonable actions have not been taken to meet such
      requirement, the stockholder of the Company as listed on Schedule
      3.25
      (the
“Principal
      Stockholder”)
      shall
      transfer 250,000 shares of Common Stock held by such Principal Stockholder
      (the
“Listing
      Penalty Shares”)
      to the
      Purchaser. In the event the Principal Stockholder fails to transfer the Listing
      Penalty Shares by the date which is nineteen months after the Closing Date,
      the
      Purchaser may elect, at the Purchaser’s sole discretion and upon notice to the
      Company, Escrow Agent and Principal Stockholder (each as defined in the
      Securities Escrow Agreement), to receive a portion of the Escrow Shares (as
      defined in the Securities Escrow Agreement) in such amount as set forth in
      the
      preceding sentence. In the event a Purchaser elects to receive shares of Common
      Stock from the Escrow Shares pursuant to the foregoing and if the Escrow Shares
      then remaining are insufficient to satisfy the Principal Stockholder’s
      obligations under Sections 1.3 and 1.4 of the Securities Escrow Agreement,
      the
      Principal Stockholder shall deliver to the Escrow Agent additional shares of
      Common Stock it owns in the amounts released to the Purchaser within five (5)
      days of the release of such shares from escrow. Notwithstanding the foregoing
      to
      the contrary, the Principal Stockholder shall not be required to transfer such
      Listing Penalty Shares pursuant to this Section 3.25 if the Company has taken
      commercially reasonable actions to list and trade its Common Stock on a National
      Stock Exchange. 

     

    
      
         

      

      
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    3. Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of New York. The representations and warranties contained
      in
      this Agreement shall survive the execution and delivery hereof and any
      investigations made by any party. The headings in this Agreement are for
      purposes of reference only and shall not limit or otherwise affect any of the
      terms thereof.

     

    4. Execution
      of Counterparts. This
      Agreement may be executed in a number of counterparts, by facsimile, each of
      which shall be deemed to be an original as of those whose signature appears
      thereon, and all of which shall together constitute one and the same instrument.
      This Agreement shall become binding when one or more of the counterparts hereof,
      individually or taken together, are signed by all the parties.

     

    


     

    [Signature
      Page to Follow]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed and delivered this First Amendment
      to
      Securities Purchase Agreement on the day and year first above
      written.

     

    


     

    SOUTHERN
      SAUCE COMPANY, INC.

     

    By: 
      /s/
      Wang Chen_________________

    Name:
      Wang Chen

    Title:
      Chief Executive Officer

     

    


     

    BLUE
      RIDGE INVESTMENTS, LLC

     

    By: 
      /s/
      John Hiebendahl_____________

    Name:
      John Hiebendahl

    Title:
      Vice President

    


    


    ACKNOWLEDGED
      AND AGREED FOR PURPOSES OF 

    SECTION
      3.25 OF THE PURCHASE AGREEMENT

     

    LONG
      SUNNY LIMITED

     

    By:
       /s/
      Wang
      Chen                                 


    Name:
      Wang Chen

    Title:  
      Chief Executive Officer

     

     

    
      
         

      

      
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