EXHIBIT 99.2
Amendment No. 1 dated as of July ____, 1999 to the AGREEMENT AND PLAN
OF MERGER (the "Agreement"), dated as of July 19, 1999, made and entered into by
and among Aris Industries, Inc., a New York corporation ("Parent"), XOXO
Acquisition Corp., a Delaware corporation (wholly owned by Parent ("Sub"), Lola,
Inc., a California corporation (the "Company" and, collectively with Sub, the
"Constituent Corporations") wholly owned by Xxxxx Xxxxx, ("Xxxxx"), an
individual residing in California, Xxxxxxx Xxxxxx ("Bohbot"), an individual
residing in California and Xxxxx Xxxxx Xxxxxx ("Xxxxxx").
R E C I T A L S:
A. The Parent's Lenders have requested that the Merger contemplated by
the Agreement be accomplished by merging the Company with and into Europe Craft
Imports, Inc. ("ECI"), a New Jersey corporation that is wholly owned by Parent.
B. Sub has filed an amendment changing its name to "XOXO Clothing
Company, Incorporated."
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment to Merger. The Agreement is hereby amended to provide
that, at the Closing, the Company merge with and into ECI, in accordance with
the laws of the states of New Jersey and California and that all references in
the Agreement to the Sub be deemed to refer to ECI rather than XOXO Acquisition
Corp.
2. Contribution of the Company's Assets to XOXO. Immediately following
the effectiveness of the Merger, ECI shall contribute all of the assets of Lola
to Sub, and Sub shall assume all of the liabilities of Lola.
3. No Other Amendments. Other than as set forth in the immediately
preceding two paragraphs, all other terms and conditions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Undersigned have executed this Amendment as of
July ___, 1999.
ARIS INDUSTRIES, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------
Xxxxx Xxxxxx, President
XOXO CLOTHING COMPANY, INCORPORATED
(formerly known as XOXO Acquisition
Corp.)
By: /s/ Xxxxx Xxxxxx
--------------------------------
EUROPE CRAFT IMPORTS, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------
LOLA, INC.
By: /s/ Xxxxx Xxxxx
--------------------------------
