Joint Venture Agreement [Amendment] - Weifang Neo-Luck (Group) Corp., Jimswood International Inc., and Weicheng International Inc.
AMENDMENT TO JOINT VENTURE AGREEMENT This Amendment to Joint Venture Agreement dated as of April 4, 2002 (this "AMENDMENT") is made to the Weifang Fuhua Amusement Park Co., Ltd. Joint Venture Agreement dated as of August 17, 1996, as amended (the "JOINT VENTURE AGREEMENT"), among Weifang Neo-Luck (Group) Corporation, a People's Republic of China corporation ("NEO-LUCK"), Jimswood International, Inc., a California corporation ("JIMSWOOD"), and Weicheng International, Inc., a California corporation ("WEICHENG"). RECITALS A. Neo-Luck (through its predecessor, Weifang City Tourism Service Company), Weicheng and Jimswood entered into a joint venture agreement dated October 8, 1991, which was superseded by the Joint Venture Agreement. B. The parties to the Joint Venture Agreement have undergone certain reorganizations and transactions pursuant to which all of the interests and liabilities under the Joint Venture Agreement of Weicheng and Jimswood have been assumed by Intra-Asia Entertainment Corporation, a Delaware corporation ("INTRA-ASIA"), and, as a result, Neo-Luck and Intra-Asia currently are the only parties to the Joint Venture Agreement. C. Subsequent to August 17, 1996, the name of the entity created by the Joint Venture Agreement was changed from The Weifang Fuhua Tourist Center to Weifang Fuhua Amusement Park Co. Ltd. (the "JOINT VENTURE"). D. The primary purpose of the Joint Venture Agreement is to set forth the terms and conditions under which the Joint Venture shall own and operate the Weifang Fuhua Amusement Park. E. Intra-Asia is undertaking an initial public offering of its common stock (the "IPO") pursuant to a registration statement on Form S-1 that was filed with the United States Securities and Exchange Commission. F. To facilitate the IPO, Neo-Luck and Intra-Asia have agreed to certain amendments to the Joint Venture Agreement as set forth in this Amendment. NOW, THEREFORE, in consideration of the foregoing and other consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Neo-Luck and Intra-Asia hereby agree as follows: 1. The Joint Venture shall in all respects be managed by and under the direction, supervision and control of the board of directors of the Joint Venture (the "JOINT VENTURE'S BOARD"), which shall consist of seven directors. Five of the Joint Venture's seven directors shall be appointed, removed or replaced at any time by and at the sole discretion of Intra-Asia, and the Joint Venture's remaining two directors shall be appointed, removed or replaced at any time by and at the sole discretion of Neo-Luck. 1 <PAGE> 2. Intra-Asia's designated directors of the Joint Venture shall be Michael B. Demetrios, Davisson Wu, Nabil N. El-Hage, Richard A. Lumpkin and Bill Sims, each of whom shall serve until his removal by Intra-Asia or until his earlier death or resignation. Neo-Luck's designated directors of the Joint Venture shall be Duo Wang and Jun Yin, each of whom shall serve until his removal by Neo-Luck or until his earlier death or resignation. 3. Every action by the Joint Venture's Board shall require the vote or written consent of at least four of the Joint Venture's directors. 4. Intra-Asia shall be entitled to remove one or more of its designated directors from the Joint Venture's Board and to appoint another director or directors to the Joint Venture's Board only if such action is approved in writing by a majority of Intra-Asia's "Independent Directors." For purposes of this Amendment, the term "Independent Directors" means persons who serve on the Board of Directors of Intra-Asia and who are "independent" as defined by (i) the listing standards of the principal United States stock exchange or Nasdaq market on which shares of Intra-Asia's common stock are traded after the IPO, as such listing standards may subsequently be amended, and (ii) Section 10A(m)(3) of the Securities Exchange Act of 1934, including rules and regulations of the Securities and Exchange Commission promulgated thereunder. It is agreed that, effective upon their election to Intra-Asia's Board of Directors concurrently with the closing of the IPO, Nabil El-Hage, Richard A. Lumpkin and Bill Sims shall be Independent Directors unless and until they cease to satisfy the requirements of the preceding sentence. 5. A majority of Intra-Asia's Independent Directors must consent to and approve in writing any amendment to, or termination of, the Joint Venture Agreement after the closing of the IPO (including, without limitation, any amendment to, or termination of, this Amendment). Furthermore, a majority of Intra-Asia's Independent Directors must consent to and approve in writing any agreement or transaction entered into after the closing of the IPO by the Joint Venture with Neo-Luck or Intra-Asia or with any subsidiary or other affiliate of Neo-Luck (including, without limitation, Weicheng). 6. The agreements described above in Paragraphs 1 to 5 shall be effective from and after the closing date of the IPO. Each of Neo-Luck and Intra-Asia agrees to execute such additional agreements and to take such additional actions as are necessary in order to carry out the provisions and intent of this Amendment. 7. The joint venture agreement dated as of October 8, 1991 hereby is terminated and superseded in its entirety by the Joint Venture Agreement and this Amendment. This Amendment also terminates and supersedes the Amendment dated as of November 28, 2001 between Neo-Luck and Intra-Asia. 8. This Amendment shall be governed by the internal laws of the State of California without giving effect to conflicts-of-law principles. This Amendment may be executed in counterparts and by facsimile. 2 <PAGE> IN WITNESS WHEREOF, Neo-Luck and Intra-Asia have executed and delivered this Amendment as of the date first written above. WEIFANG NEO-LUCK (GROUP) CORPORATION By: /s/ JUN YIN ----------------------------------- Jun Yin, Chairman INTRA-ASIA ENTERTAINMENT CORPORATION By: /s/ MICHAEL B. DEMETRIOS --------------------------------- Michael B. Demetrios, Chief Executive Officer 3