Value Suisse International Investments Watch

from S-1/A 1 page Subject: Amendment to Asset Exchange Agreement

from S-1/A 5 pages Asset Exchange Agreement Between Value Suisse International Investments, Inc., a Delaware Corporation ("Value Suisse Delaware") and Value Suisse Investments AG, a Swiss Corporation ("Value Suisse AG"), Value Suisse Delaware and Value Suisse AG Being Sometimes Referred to Herein as the "Constituent Corporations". Whereas, Value Suisse AG Wishes to Transfer Certain of Its Assets to Value Suisse Delaware in Exchange for Voting Stock of Value Suisse Delaware in a Transaction Intended to Qualify as a Reorganization Within the Meaning of §368(a)(1)(c) of the Internal Revenue Code of 1986, as Amended. Whereas, Value Suisse Delaware Believes That It Is in the Best Interest of the Company and Its Shareholders to Acquire the Assets to Be Transferred by Value Suisse AG. Now, Therefore, Value Suisse Delaware and Value Suisse AG Adopt This Agreement and Agree as Follows: 1. Transfer of Assets. at the Closing (As Defined Hereinafter), Value Suisse AG Shall Transfer and Deliver to Value Suisse Delaware All Right, Title and Interest in the Properties Listed on Schedule a Attached to This Agreement

from S-1 1 page Subject: Amendment to Asset Exchange Agreement

from S-1 5 pages Asset Exchange Agreement Between Value Suisse International Investments, Inc., a Delaware Corporation ("Value Suisse Delaware") and Value Suisse Investments AG, a Swiss Corporation ("Value Suisse AG"), Value Suisse Delaware and Value Suisse AG Being Sometimes Referred to Herein as the "Constituent Corporations". Whereas, Value Suisse AG Wishes to Transfer Certain of Its Assets to Value Suisse Delaware in Exchange for Voting Stock of Value Suisse Delaware in a Transaction Intended to Qualify as a Reorganization Within the Meaning of §368(a)(1)(c) of the Internal Revenue Code of 1986, as Amended. Whereas, Value Suisse Delaware Believes That It Is in the Best Interest of the Company and Its Shareholders to Acquire the Assets to Be Transferred by Value Suisse AG. Now, Therefore, Value Suisse Delaware and Value Suisse AG Adopt This Agreement and Agree as Follows: 1. Transfer of Assets. at the Closing (As Defined Hereinafter), Value Suisse AG Shall Transfer and Deliver to Value Suisse Delaware All Right, Title and Interest in the Properties Listed on Schedule a Attached to This Agreement