Unassociated Document


    FORM
OF

    AMENDMENT
NO. 2 TO

    LAUREATE RESOURCES & STEEL
INDUSTRIES INC.

    COMMON
STOCK PURCHASE WARRANT “A-1”

    


    THIS AMENDMENT NO. 2 TO THE COMMON
STOCK PURCHASE WARRANT “A-1” (this “Amendment”) is made as of December 15,
2008, by and between LAUREATE
RESOURCES & STEEL INDUSTRIES INC. (the “Company”)
and ARIMATHEA LIMITED
(“Arimathea”), or its registered assigns
(the “Warrant
Holder”).  The parties hereto herby agree, for value received,
to amend that certain Common Stock Purchase Warrant “A-1,” issued as of May 10,
2008, as amended on May 22, 2008 (the “Warrant”),
as set forth below.  Capitalized terms not expressly defined herein
shall have the meanings ascribed to them in the Warrant.

    


    WHEREAS,
the Company’s Board of Directors has determined that it is in the best interests
of the Company and its shareholders to amend the original warrant number A-1
granted to the Warrant Holder;

    


    WHEREAS,
The Company and the Warrant Holder have agreed that the number of shares
issuable upon exercise of the Warrant shall be revised to equal to five percent
(5%) of the equity capital raised by the Company attributable to introductions
made by Arimathea (“Arimathea
Source Capital”)
divided by the  exercise price of $.10 per share the (“Warrant
Shares”);

    


    WHEREAS,
the original exercise price of $.10 shall remain effective with respect to
exercise of the amended Warrant for the purchase of the Warrant
Shares;

    


    WHEREAS,
the Warrant shall vest and become exercisable, in whole or in incremental parts,
as and when the Arimathea Source Capital is received by the
Company;

    


    WHEREAS,
the Company and the Warrant Holder desire to amend the term of the Warrant to
three (3) years from the date of issuance of the Warrant.

    


    NOW,
THEREFORE:

    


    1.           The
Expiration Date of the Warrant is amended to mean May 10, 2011, and all
references to the term “Expiration Date” in the Warrant shall mean May 10,
2011.

    


    2.           Exhibit
A to the Warrant shall be deleted in its entirety and replaced with the
following:

    


    EXHIBIT
A

    


    This
Warrant shall vest and become exercisable in such number of shares of Company
Common Stock as shall be equal to the quotient of (i) 5% of Arimathea Source
Capital received by Company from sources introduced to the Company by the
Warrant Holder, divided by (ii) the exercise price of $.10.  The
Warrant shall vest and become exercisable, in whole or in incremental parts, as
and when the Arimathea Source Capital is received by the Company.

    


    3.           All
other terms and conditions of the Warrant shall be and remain in full force and
effect as therein written, except as expressly waived or modified by this
Amendment.

    


    4.           This
Amendment may be executed in multiple counterparts, each of which shall
constitute an original, but all of which together shall constitute but one
instrument.

    


    5.           In
the event of any conflict or inconsistency between the provisions of this
Amendment and the provisions of the Warrant, the provisions of this Amendment
shall govern and control to the extent of such conflict or
inconsistency.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, the Company has caused this Amendment to be duly executed by
the authorized officer as of the date first above stated and agreed by the
Warrant Holder.

    


    LAUREATE RESOURCES & STEEL
INDUSTRIES INC., a Nevada
corporation

     

     

    
      
        	 	 
	 	 	 
	
                By:
      

              	 
	 	Name: 	 Barbara
      Salz
	 	Title: 	 Corporate
      Secretary
	 	 	 


      

       

       

    

    WARRANT
HOLDER:  ARIMATHEA LIMITED

     

     

    
      
        	 	 
	 	 	 
	
                By:
      

              	 
	 	Name: 	 
	 	Title: 	 
	 	 	 


      

       

      
        
          
          

        

        
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