Exhibit 10.2



Exhibit 10.2


FIRST AMENDMENT TO STOCK EXCHANGE AGREEMENT 


AND PLAN OF REORGANIZATION


THIS FIRST AMENDMENT TO STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (the "First Amendment") dated as of September __, 2004, by and among Zeolite Mining  Corporation, a Nevada corporation whose principal office is located at Unit 16, 6211 Boundary Drive West, Surrey, B.C V3X 3G7, Canada ("ZMC"); the principal ZMC shareholders listed on Exhibit A (the "PRINCIPAL ZMC SHAREHOLDER"); each of the persons listed on Amended Exhibit B who are directors and principal shareholders of GNCC (collectively referred to as "SELLER"); and GLOBAL NATIONAL COMMUNICATIONS CORPORATION, a corporation organized under the laws of the British Virgin Islands whose principal office is located at 2nd Floor, Hang Tian Wei Building, Road No.2, North Part of Gaoxin Park District, Shenzhen, 518057, People's Republic of China ("GNCC").



R E C I T A L S


A.     The parties have entered into the Stock Exchange Agreement and Plan of Reorganization dated as of August 10, 2004 (the "Stock Exchange Agreement") whereby ZMC intends to acquire one hundred percent (100%) of the issued and outstanding common stock of GNCC, in consideration for which ZMC shall issue to SELLER 9,800,000 shares of its Common Stock in a tax-free reorganization pursuant to Section 368(a)(1)(B) of the United States Internal Revenue Code, as amended ("Code").   


B.     One of the members of SELLER, Mr. Wu Yuejin has transferred his 100 shares of GNCC common stock to Mr. Wang Hanqing as of September __, 2004;


C.     Jia Na De Financing Consulting Company has transferred its right to receive 1,300,000 shares of ZMC common stock to Lucky Ocean Group Ltd.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Stock Exchange Agreement as follows.


	Exhibit B and Exhibit C to the Stock Exchange Agreement are hereby amended to reflect the transfer of Mr. Wu Yuejin  shares of GNCC common stock to Mr. Wang Hanqing, the result of which is reflected in the Amended Exhibit B and Amended Exhibit C hereto.


	"Jia Na De Financing Consulting Company" shall be substituted by "Lucky Ocean Group Ltd." in the entire Stock Exchange Agreement.



 

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	All capital terms not defined herein shall have the same meaning and definitions as provided in the Stock Exchange Agreement and all other terms not amended hereby shall remain valid and effective.




IN WITNESS WHEREOF, the parties hereto have executed this First Amendment the day and year first above written.


	
ZMC: 
	
ZEOLITE MINING CORORATION,

	 	 	
a Nevada Corporation

	 
	 	 	
By.
	
/s/ Alan Brandys

	 	 	
Its:
	
President and Director

	 
	 
	 
	
(Execution Pages of Principal ZMC Shareholders)

	 
	
PRINCIPAL ZMC SHAREHOLDER:

	 
	 	
/s/ Alan Brandys

	 	
Alan Brandys

	 	 
	 	
/s/ Douglas Hopper

	 	
Douglas Hopper






 

 

 

 

 

 

 

 

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(Execution page of GNCC and SELLER)


	
GNCC:
	
GLOBAL NATIONAL COMMUNICATIONS 

	 	
CORPORATION, a corporation organized under the laws of

	 	
the British Virgin Islands

	 
	 	
/s/ Wang, Hanqing

	 	
By: Wang, Hanqing

	 	
Its: President






	
SELLER:
	
/s/ Wang, Hanqing
	
/s/ Peng, Xiaoyan

	 	
Wang, Hanqing
	
Peng, Xiaoyan

	 	 	 
	 	
/s/ Wu, Wenbin
	
/s/ Ni, Ding

	 	
Wu, Wenbin
	
Ni, Ding

	 	 	 
	 	
/s/ Di, Yong
	
/s/ Song, Xiaojia

	 	
Di, Yong
	
Song, Xiaojia

	 	 	 
	 	
/s/ Lian, Hongtao
	
/s/ Peng, Shaodong

	 	
Lian, Hongtao
	
Peng, Shaodong

	 	 	 
	 	
/s/ Bai Mei
	
/s/ Peng, Jihu

	 	
Bai Mei
	
Peng, Jihu

	 	 	 
	 	
/s/ Cao, Yong
	
/s/ Zou, Jiarui

	 	
Cao, Yong
	
Zou, Jiarui

	 	 	 
	 	
/s/ Cai, Lizhi
	
/s/ Zhang, Li

	 	
Cai, Lizhi
	
Zhang, Li

	 	 	 
	 	
/s/ Wang, Lizong
	 
	 	
Wang, Lizong
	 




 

 

 

 

 

 

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EXHIBIT A 
	
PRINCIPAL ZMC SHAREHOLDER 

	
  
	
EXHIBIT B
	
SHAREHOLDER-DIRECTORS OF GNCC

	 	
EXHIBIT C
	
ZMC SHARES






 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT A


	
PRINCIPAL ZMC SHAREHOLDERS

	 
	
Alan Brandys

	
6211 Boundary Drive West

	
Unit 16

	
Surrey, B.C.

	
V3X 3G7

	
Canada

	 
	
Shares held: 2,500,000

	 
	
Douglas Hopper

	
203-828 West Hasting Street

	
Vancouver, B.C

	
V6C 1C8

	
Canada

	 
	
Shares Held: 2,500,000






 

 

 

 

 

 

 

 

 

 

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AMENDED EXHIBIT B


SELLERS


	
NAME
	

No. of Shares
	

Percentage Ownership

	

Wang, Hanqing
	

5,200
	

52%

	

Peng, Xiaoyan
	

2,300
	

23%

	

Wu, Wenbin
	

1,000
	

10%

	

Ni, Ding
	

200
	

2%

	

Di, Yong
	

200
	

2%

	

Song, Xiaojia
	

200
	

2%

	

Lian, Hongtao
	

150
	

1.5%

	

Peng, Shaodong
	

150
	

1.5%

	

Bai, Mei
	

100
	

1%

	

Cao, Yong
	

100
	

1%

	

Zou, Jiarui
	

100
	

1%

	

Cai, Lizhi
	

100
	

1%

	

Zhang, Li
	

100
	

1%

	

Wang, Lizong
	

50
	

0.5%

	

Peng, Jihu
	

50
	

0.5%

	

Total:
	

10,000
	

100%





 

 

 

 

 

 

 

 

 

 

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AMENDED EXHIBIT C


ZMC SHARES


	
Name
	
GNCC Shares
	
Percent of Class
	
ZMC Shares
	
Percent of Class

	 	 	 	 	 
	
Wang, Hanqing
	
5,100
	
52%
	
5,096,000
	
33.97%

	
Peng, Xiaoyan
	
2,300
	
23%
	
2,254,000
	
15.03%

	
Wu, Wenbin
	
1,000
	
10%
	
980,000
	
6.53%

	
Ni, Ding
	
200
	
2%
	
196,000
	
1.31%

	
Di, Yong
	
200
	
2%
	
196,000
	
1.31%

	
Song, Xiaojia
	
200
	
2%
	
196,000
	
1.31%

	
Lian, Hongtao
	
150
	
1.50%
	
147,000
	
0.98%

	
Peng, Shaodong
	
150
	
1.50%
	
147,000
	
0.98%

	
Bai, Mei
	
100
	
1%
	
98,000
	
0.65%

	
Cao, Yong
	
100
	
1%
	
98,000
	
0.65%

	
Zou, Jiarui
	
100
	
1%
	
98,000
	
0.65%

	
Cai, Lizhi
	
100
	
1%
	
98,000
	
0.65%

	
Zhang, Li
	
100
	
1%
	
98,000
	
0.65%

	
Wang, Lizong
	
50
	
0.50%
	
49,000
	
0.33%

	
Peng, Jihu
	
50
	
0.50%
	
49,000
	
0.33%

	 	 	 	 	 
	
TOTALS
	
10,000
	
100.00%
	
9,800,000
	
65.33%






 

 

 

 

 

 

 

 

 

 

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