Exhibit 99.2
AMENDMENT TO SHARE EXCHANGE AGREEMENT
This Amendment to the Share Exchange Agreement (the "Amendment") dated
August 5, 2005, by and among HEALTH EXPRESS USA, INC., a Florida corporation
("Health Express"), CSI BUSINESS FINANCE, INC., a Texas corporation (the
"Company"), and the individuals listed on Exhibit A attached hereto
(individually, a "Shareholder" and collectively, the "Shareholders").
RECITALS:
WHEREAS, Health Express, the Company and the Shareholders have entered
into a Share Exchange Agreement, dated June 17, 2005 (the "Agreement"); and
WHEREAS, Health Express, the Company and the Shareholders desire to amend
the Closing Date and the date by when the Agreement shall terminate if the
Closing shall not be consummated.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained in the Agreement and herein, the parties hereto agree as follows:
AGREEMENT:
1. Closing Date. The Closing Date set forth in Section 1.2 of the
Agreement is hereby deleted and is replaced with the following: "September 2,
2005".
2. Termination. As to Termination, Clause (b)(iii) of Section 10.1 of the
Agreement is hereby deleted in its entirety and is replaced with the following
phrase: "the Closing has not been consummated by September 30, 2005".
3. Effect on Other Provisions of the Agreement. Except as amended in this
Amendment, each other provision of the Agreement shall remain in full force and
effect.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Amendment to be duly
executed by their duly authorized officers as of the day and year first above
written.
HEALTH EXPRESS USA, INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Chief Executive Officer
SHAREHOLDERS:
CORPORATE STRATEGIES, INC.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer
THE COMPANY:
CSI BUSINESS FINANCE, INC.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer
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EXHIBIT A
SHAREHOLDERS
OF CSI BUSINESS FINANCE, INC. ("CSI")
Total Number of
Total Number of CSI CSI Preferred
Name Address Common Shares Owned Shares Owned
-------------------------- ----------------------- ------------------- ---------------
Corporate Strategies, Inc. 000 Xxxxx Xxxx Xxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000 1000 200
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