EXHIBIT 2.2
===========
AMENDMENT NO. 1 TO ACQUISITION AGREEMENT
This AMENDMENT NO. 1 TO ACQUISITION AGREEMENT ("Amendment") is entered into
as of this ______ day of October, 1996 between and among Hi, Tiger
International, Inc., a Utah corporation ("Hi, Tiger"); AvTel Communications,
Inc., a Utah corporation ("Merger Subsidiary") and AvTel Holdings, Inc.,
formerly AvTel Communications, Inc., a California corporation ("AvTel") based on
the following:
PREMISES
A. Hi, Tiger, Merger Subsidiary and AvTel have heretofore made and entered
into that certain Acquisition Agreement dated as of August 30, 1996 (the
"Agreement").
B. Hi, Tiger, Merger Subsidiary and AvTel wish to amend the Agreement in
accordance with and subject to the terms and conditions of this Amendment.
AGREEMENT
NOW, THEREFORE, on the state of premises which are incorporated herein by
reference and for and in consideration of the mutual covenants and agreements
hereinafter set forth, the mutual benefits to the parties to be derived herefrom
and other good and valuable consideration, the receipt and adequacy which are
hereby acknowledged and agreed as follows:
1. The Agreement (as hereby amended the "Agreement") is hereby amended as
follows:
1.1 PREMISES. Paragraph D of the Premises is hereby amended by deleting
--------
the reference to "4,171,845 shares of common stock of Hi, Tiger..."
and substituting in lieu thereof, "4,252,508 shares of common stock of
Hi, Tiger;..."
1.2 THE MERGER. The references in Section 1.01(a) and (d) to "...1.042961
----------
shares of Hi, Tiger exchange common stock..." is deleted in its
entirety and the following substituted in lieu thereof, "...1.063127
shares of Hi, Tiger exchange common stock..." Further, all references
to the exchange ratio in the Agreement and in all other agreements
executed or delivered by the parties hereto in connection with the
Agreement and the transactions contemplated thereby to the "exchange
ratio" shall be deemed to be "1.063127".
1.3 AVTEL DISCLOSURE SCHEDULE. The AvTel Disclosure Schedule dated August
-------------------------
30, 1996 which is attached and made a part of the Agreement is hereby
amended by the Supplement to AvTel Disclosure Schedule dated October
21, 1996, copies
of which have been received by Hi, Tiger and Merger Subsidiary.
1.4 CHANGE OF NAME. All references in the Agreement to AvTel
--------------
Communications, Inc., a California corporation, are amended to refer
to AvTel Holdings, Inc., a California corporation.
2. NO OTHER CHANGES. Except as expressly set forth herein, there are no other
----------------
modifications, changes or revisions to this Agreement.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, as of the
date first above written.
HI, TIGER INTERNATIONAL, INC.
A Utah Corporation
By ______________________________________
Its Duly Authorized Officer
AVTEL HOLDINGS, INC.
(Formerly AvTel Communications, Inc.)
A California Corporation
By _______________________________________
Its Duly Authorized Officer
AVTEL COMMUNICATIONS, INC.
A Utah Corporation
By_______________________________________
Its Duly Authorized Officer
