EX-10.1.1
AMENDMENT TO AGREEMENT AND
PLAN OF REORGANIZATION
This Amendment to that certain AGREEMENT AND PLAN OF REORGANIZATION,
made and entered into on this 17th day of July, 2001, in accordance with the
terms of Section 7.11 of said Agreement. The Sections to be amended are
substituted in their entirety by the designated Section(s) set forth herein.
First Amended Section:
"Section 1.2 Capitalization. The authorized capitalization of QMT
consists of 15,000,000 Common Shares, par value $0.001 per share and 1,000,000
Preferred Shares, par value $0.001 per share. As of the Closing Date hereof, QMT
will have no more than ten million. two hundred sixty thousand (10,260,000)
Common Shares issued and outstanding. All issued and outstanding shares are
legally issued, fully paid and nonassessable and are not issued in violation of
the preemptive or other rights of any person. QMT has no other securities,
warrants or options authorized or issued."
Second Amended Section:
"Section 3.2 Issuance of AAI Common Shares. In exchange for all of the
QMT Common Shares tendered pursuant to Section 3.1, AAI shall issue an aggregate
of 10,260,000 "restricted"AAI Common Shares to the QMT shareholders on a
share-for-share basis to their existing ownership in QMT."
Third Amended Section:
"Section 3.3 Events Prior to Closing.
(a) Upon execution hereof or as soon thereafter as practical,
management of AAI and QMT shall execute, acknowledge and deliver (or shall cause
to be executed, acknowledged and delivered) any and all certificates, opinions,
financial statements, schedules, agreements, resolutions, rulings or other
instruments required by this Agreement to be so delivered, together with such
other items as may be reasonably requested by the parties hereto and their
respective legal counsel in order to effectuate or evidence the transactions
contemplated hereby, subject only to the conditions to Closing referenced
hereinbelow."
Forth Amended Section:
"Section 3.4 Closing.
(a) The closing of the transaction contemplated by this Agreement
shall be as of the date in which (i) each party hereto has executed this
Agreement; and (ii) all of the shareholders of QMT and AAI have approved the
terms of this Agreement; and (iii) all conditions to Closing referenced
hereinabove, as well as in Articles V and VI below, have been satisfied or
waived by the appropriate party and all documentation referenced herein is
delivered to the respective party herein, unless a different date is mutually
agreed to in writing by the parties hereto (the "Closing Date").
(b) Upon execution hereof or as soon thereafter as practical, all the
current shareholders of AAI, representing 500,000 shares, shall tender their
share certificates, along with a duly executed stock power, for consideration of
$0.05 per share . Upon receipt, such shares shall be cancelled on the stock
record."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the AGREEMENT AND PLAN OF REORGANIZATION to be executed by their respective
officers, hereunto duly authorized, and entered into as of the date first above
written.
ABOVE AVERAGE INVESTMENTS, LTD. QUICK-MED TECHNOLOGIES, INC.
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxxx
Xxxxxxxx Xxxxxxxx -------------------
Xxxxx X. Xxxxxx
Its: President Its: President
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