FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF EXCHANGE
This First Amendment (the "Amendment") to the Agreement and Plan of
Exchange (the "Agreement"), dated as of July 23, 1996, between Wealth
International, Inc., a Utah corporation ("WI"), and Impressive Ventures, Ltd.,
a Nevada corporation ("IVL"), is made and entered into this 27th day of
August, 1996, by and between WI, IVL, and Xxxxxx X. Xxxxxxx and Xxxxxxx X.
Xxxxx, individually and as the shareholders of WI (the "WI Shareholders").
WITNESSETH
WHEREAS, the WI Shareholders are not parties to the Agreement, and
consequently the Agreement, in its original form, would be subject to certain
requirements to file Articles of Exchange with the State of Utah Department of
Commerce, Division of Corporations and Commercial Code, and the related
governmental authority in the State of Nevada;
WHEREAS, the parties to the Agreement seek to amend the Agreement to add
as parties thereto the WI Shareholders, in order to avoid the requirements of
filing Articles of Exchange with the State of Utah and the State of Nevada;
and
WHEREAS, the parties to the Agreement seek to amend the Agreement to
extend until August 27, 1996, the Closing Date as set forth in the Agreement
at Section 1.2.
NOW THEREFORE, for and in consideration of the covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged by all of the parties
hereto, the parties hereto agree as follows:
1. Unless otherwise indicated herein, all capitalized terms used herein
shall have the same meanings as ascribed to them in the Agreement.
2. With reference to Section 1.2 of the Agreement, the Closing Date shall
be extended to August 27, 1996.
3. The WI Shareholders are added as parties to the Agreement for the
purpose of authorizing the exchange of their shares under the terms of the
Agreement, in a transaction directly between then and IVL, in order to avoid
the requirements of filing Articles of Exchange with the relevant governmental
authorities of the State of Utah and State of Nevada.
4. The Agreement, as amended hereby, shall continue in full force and
effect in accordance with its terms and provisions. All terms and provisions
of the Agreement, unless expressly amended herein, are hereby confirmed and
ratified and shall remain in full force and effect.
5. This Amendment shall not be effective and binding unless fully
executed by all parties hereto.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first written above.
IMPRESSIVE VENTURES, LTD.
By:/s/Xxxxxxxx Xxxxxx
President
WEALTH INTERNATIONAL, INC.
By:/s/Xxxxxx X. Xxxxxxx
President
By:/s/Xxxxxx X. Xxxxxxx
As Shareholder
By:/s/Xxxxxxx X. Xxxxx
As Shareholder
