FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this
"Amendment") is dated as of this 4th day of October 2002 and entered into by and
among GATEWAY INTERNATIONAL HOLDINGS, INC., a Nevada corporation (the "Parent"),
GWIH ACQUISITION CORP., a Nevada corporation (the "Sub"), XXXXXXX CAMS, INC., a
California corporation (the "Company") and XXXXXX XXXXXXX and XXXXX XXXXXXXX
(collectively, the "Shareholders"). Capitalized terms used herein shall have the
meanings ascribed to them in the Merger Agreement, unless otherwise defined.
RECITALS
A. The parties hereto desire to amend that certain Agreement and Plan
of Reorganization, entered into as of March 31, 2002 (the "Merger Agreement"),
by and between Parent, Sub, the Company and the Shareholders.
NOW, THEREFORE, in consideration of the respective covenants and
promises contained herein and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows:
1. Amendment to Merger Agreement. Section 1.2 of the Merger Agreement is deleted
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in its entirety and replaced by the following:
"1.2 Merger Consideration. As consideration for the Merger
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(the "Merger Consideration"), Parent shall issue to the Shareholders an
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aggregate of Eleven Million Eight Hundred Thirty-Seven Thousand Five Hundred
(11,837,500) shares of Parent common stock, $0.001 par value (the "Parent Common
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Stock")."
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2. Merger Agreement in Effect. Except as hereby amended by this Amendment, all
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of the terms and provisions of the Merger Agreement shall remain in full force
and effect.
3. Counterparts. This Amendment may be executed in one or more counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
4. Choice of Law. This Amendment shall be construed, interpreted and the rights
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of the parties determined in accordance with the internal laws of the State of
California applicable to contracts executed, delivered and fully performed
within the State of California, except with respect to matters of law concerning
the internal affairs of any entity (corporate or partnership) which is a party
to or the subject of this Amendment, and as to those matters the law of the
jurisdiction under which the respective entity derives its powers shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on their respective behalf, by their respective officers thereunto
authorized, all as of the day and year first above written.
"Company"
XXXXXXX CAMS, INC.,
a California corporation
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Its: President
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"Parent"
GATEWAY INTERNATIONAL HOLDINGS, INC.
a Nevada corporation
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Its: President & CEO
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"Sub"
GWIH ACQUISITION CORP.,
a Nevada corporation
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Its: President
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"Shareholders"
/s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
/s/ XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx
