EXHIBIT 2.2
AMENDMENT TO THE AGREEMENT
AND
PLAN OF EXCHANGE
THIS DOCUMENT SHALL ACT AS AN AMENDMENT ("Amendment")
TO THE AGREEMENT AND PLAN OF EXCHANGE dated October 25, 2002
("Agreement"), by and between PLAN "B" PRODUCTIONS OF UTAH,
INC. hereafter "Plan B", a Utah corporation, and XXXX-
XXXXXX, INC., hereafter "BH", a Nevada corporation.
Amendment to the Agreement and Plan of Exchange
In consideration of the mutual warranties and covenants
given by each party to the other in the Agreement and for
other good and valuable consideration the parties hereto
agree to amend the Agreement as follows:
1. The parties here to acknowledge and agree that the
total consideration as set out in paragraph 1.6 of the
Agreement shall be amended as follows:
Consideration, issuance and Delivery of
Stock. In consideration for the foregoing
transfer, assignment and conveyance, and
subject to compliance by PLAN B PRODUCTIONS
OF UTAH, INC. with its warranties and
undertakings contained herein. XXXX-
XXXXXX, INC. SHALL:
A. Within 60 days of the execution of the of the Amendment
attached to the Agreement as schedule "A" dated March 18,
2003 issue and deliver to the shareholders of the common
stock of PLAN B, Two Hundred and Fifty Thousand common
shares of XXXX-XXXXXX, INC. stock. The stock will be
issued on a restricted and investment basis, which upon
such issuance and delivery, shall be fully paid and non-
assessable: The stock will also have registration
rights attached, the recipients shall be entitled to
include the shares in a registration of the Company's
common stock under the Act (including, but not limited
to, registration statements relating to secondary
offerings of the Company's securities, but excluding
registration statements relating to any employee benefit
plan or corporate reorganization), unless, in the event
of an underwritten offering, the underwriter advises
that the Shares should not be included.
2. The parties hereto acknowledge and agree that all the
terms, including but not limited to conditions, warranties,
representations and covenants contained in the Agreement
shall continue in full force and effect except as amended
herein.
3. The parties hereto acknowledge and agree sufficiency of
the consideration set out herein and further acknowledge and
agree consideration was agreed to and derived from required
due diligence and auditing processes.
4. The parties hereto acknowledge and agree that they have
been afforded the opportunity to avail themselves of
independent legal advice and by the execution of the
Amendment the parties hereto warrant that they have either
sought legal advice or, if they have not sought or obtained
independent legal advise that they expressly waive such
right with the full knowledge of the effect of the Amendment
on the Agreement.
5. The parties hereto acknowledge and agree that the
Amendment may be executed in separate counterparts and that
all such executed documents shall merge to form the whole of
the Amendment and that such Amendment shall be affixed to
the Agreement as Schedule "A".
6. Plan B expressly agrees that it shall return any stock
issued pursuant to the Agreement to BH to the address for
service stipulated in the Agreement. The parties hereto
acknowledge and agree that the date for delivery of the
stock contemplated in paragraph 1 herein shall be delivered
within sixty (60) days of the execution of the Amendment or
as soon thereafter as reasonably possible.
7. The parties hereto acknowledge and agree that should
there be any material conflict between the Amendment and the
Agreement that the terms of the Amendment shall take
priority and the existing terms of the Agreement shall be
interrupted in a commercially reasonable manner in order to
conform with the terms of the Amendment.
8. The parties hereto expressly acknowledge and agree that
the Agreement and Amendment shall supersede any and all
other agreements or understanding whether oral or in writing
that predate the Agreement.
9. The parties expressly acknowledge and agree that the
consummation and completion shall be deemed by the parties
not to have taken place as at the date of execution of the
Agreement but shall be deemed to have been consummated as at
the date of the Amendment.
10. The parties hereto expressly acknowledge and agree that
any further amendments to the Agreement and Schedule "A"
thereof must be made in writing.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of 18th day of March, 2003.
XXXX-XXXXXX, INC.
By:/s/Xxxxx Xxxxxxx
Its President
PLAN B PRODUCTIONS OF UTAH, INC.
By:/s/ Xxxxxxx X. Xxxxxx
Its President
