FIRST AMENDMENT TO MERGER AGREEMENT
THIS AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER is entered into
as of the 8th day of March 2001, by and among DYNAMIC ASSOCIATES,
INC., a Nevada corporation ("Dynamic"), and TELE-LAWYER, INC.
("Tele-Lawyer"), a Nevada corporation.
WHEREAS, the parties entered into that certain Agreement and Plan
of Merger as of November 28, 2000 (the "Merger Agreement")
regarding the contemplated merger of Tele-Lawyer with and into
Dynamic (the "Merger"); and
WHEREAS, the parties desire to amend the Merger Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained in the Merger Agreement and herein, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be
legally bound hereby, agree as follows:
1. Paragraph 1.1 shall be modified to read in its entirety:
"At the Effective Time (as defined in Section 1.3
hereof) and subject to and upon the terms and conditions
of this Agreement, Tele-Lawyer will be merged with and
into Dynamic (the "Merger"). Following the Merger,
Dynamic will continue as the surviving entity under the
corporate name to be determined by the board of
directors and Tele-Lawyer will continue as a subsidiary
of Dynamic (Dynamic and Tele-Lawyer are sometimes
referred to collectively herein as the "Constituent
Companies")."
2. The first paragraph of paragraph 2.1 shall be modified
to read: "At the Effective Time, each share of Tele-
Lawyer Common Stock issued and outstanding immediately
prior to the Effective Time will be traded for one share
of Dynamic Common Stock ("Merger Consideration").
3. The phrase at the end of the first paragraph of
paragraph 2.2 reading "except as contemplated under that
certain Registration Rights Agreement referenced in
Section 2.8" shall be deleted."
4. Paragraph 2.2(2) shall be modified to read in its
entirety: "All shares of Dynamic Common Stock issued
upon the surrender for exchange of the Certificates in
accordance with the terms of this Article II shall be
deemed to have been issued (and paid) in full
satisfaction of all rights pertaining to Tele-Lawyer
Common Stock theretofore represented by such
Certificates."
5. Paragraph 2.3 shall be deleted.
6. Paragraph 7.2 shall be modified to read in its entirety:
"This Agreement may be terminated and the Merger may be
abandoned by action of the Board of Directors of Tele-
Lawyer or Dynamic if: (a) the Merger shall not have been
consummated by June 1, 2000; (b) the approval of the
Merger by Dynamic's shareholders shall not
have been obtained by May 15, 2000 at a meeting duly convened
therefor or at any adjournment thereof; or (c) a United
States federal or state court of competent jurisdiction
or United States federal or state governmental,
regulatory or administrative agency or commission shall
have issued an order, decree or ruling or taken any
other action permanently restraining, enjoining or
otherwise prohibiting the transactions contemplated by
this Agreement and such order, decree, ruling or other
action shall have become final and non-appealable;
provided, that the party seeking to terminate this
Agreement pursuant to this clause (c) shall have used
all reasonable efforts to remove such injunction, order
or decree."
7. The paragraph in paragraph 6.1 dealing with the
extinction of the outstanding Dynamic warrants and
options shall be renumbered (10), and the paragraph in
paragraph 6.1 dealing with the creation of the Dynamic
stock option plan shall be renumbered (11).
8. Paragraph 6.1(13) shall be modified to read in its
entirety: "The parties shall each use their best efforts
to raise capital through the sale of Tele-Lawyer common
stock. It is acknowledged that Tele-Lawyer is in the
process of raising capital through the sale of its
common stock and that such sale shall not be a violation
of this agreement."
Other than as set forth in this First Amendment to Merger
Agreement, the Merger Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment
to Merger Agreement as of the date set forth above.
Tele-Lawyer, Inc.
By: /s/ Xxxxxxx Xxxx
Title: President
Dynamic Associates, Inc.
By: /s/ Xxx Xxxxxxx
Title: Chairman and CEO
