EXHIBIT 99.3
AMENDMENT NO. 2
TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 2 to the Agreement and Plan of Merger is made and
entered into as of June 9, 2004, by and among PivX Solutions, Inc., a Nevada
corporation ("PARENT"), Threat Focus Merger Corp., a California corporation and
wholly-owned subsidiary of Parent ("MERGER SUBSIDIARY"), and Threat Focus, Inc.,
a California corporation (the "COMPANY").
WHEREAS, Parent, Merger Subsidiary and the Company are parties to that
certain Agreement and Plan of Merger dated as of May 28, 2004, as amended by
that certain letter agreement dated June 8, 2004 (collectively, the
"AGREEMENT");
WHEREAS, Section 9.2 of the Agreement provides that the Agreement may
be amended or modified by the parties at any time with respect to any of the
terms contained therein; PROVIDED, HOWEVER, that all such amendments and
modifications must be in writing duly executed by all of the parties; and
WHEREAS, Parent, Merger Subsidiary and the Company desire to amend
Section 1.2 of the Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual representations, warranties, covenants, and agreements contained herein,
the parties hereto agree to amend the Agreement as follows (the "SECOND
AMENDMENT"):
1. Section 1.2 of the Agreement shall be deleted in its entirety and replaced
with the following:
"1.2 EFFECTIVE TIME. As soon as practicable after each of the
conditions set forth in Article 5 and Article 6 has been satisfied or
waived, the Company and Merger Subsidiary will file, or cause to be
filed, with the Secretary of State of the State of California, an
agreement of merger for the Merger in the form attached hereto as
EXHIBIT 1.2 (the "AGREEMENT OF MERGER"), which Agreement of Merger will
be in the form required by and executed in accordance with the
applicable provisions of the CGCL. The Merger will become effective as
prescribed by law (the "EFFECTIVE TIME")."
2. All of the other provisions of the Agreement shall remain in full force and
effect except as previously waived in writing by either party.
[Signatures to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the day and year first above written.
"PARENT" THE "COMPANY"
PIVX SOLUTIONS, INC. THREAT FOCUS, INC.
a Nevada corporation a California corporation
By: /S/ XXXXXX X. XXXXXXX By: /S/ XXXX XXXXXXXXX
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Xxxxxx X. Xxxxxxx, President and Xxxx Xxxxxxxxx,
Chief Executive Officer Chief Executive Officer
"MERGER SUBSIDIARY"
THREAT FOCUS MERGER CORP.
a California corporation
By: /S/ XXXXXX X. XXXXXXX
------------------------------------
Xxxxxx X. Xxxxxxx, President and
Chief Executive Officer
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