EXHIBIT 2.2
ADDENDUM
TO
AGREEMENT AND PLAN OF REORGANIZATION
WHEREAS, September 8, 1999 Xxxxxxxxxxxxxx.xxx Corporation, a Nevada
corporation ("Nutriceuticals") entered into an Agreement and Plan of
Reorganization with Dynamic Health Products, Inc., a Florida corporation
("Dynamic"), whereby Nutriceuticals agreed to purchase all of the outstanding
shares of capital stock of Becan Distributors, Inc., an Ohio corporation
("Becan") with the intent to consummate a tax free reorganization under Internal
Revenue Section 368(a)(2)(E) and Section 368(a)(1)(A). In order to carry out the
merger, Java Xxxxxx.xxx, Inc. , a recently formed corporation and wholly owned
subsidiary of Nutriceuticals with no operations ("Java"), will consummate the
merger with Becan, a wholly owned subsidiary of Dynamic.
WHEREAS, the Board of Directors of each of Dynamic, Java,
Nutriceuticals and Becan have approved and deems it advisable and in the best
interest of its respective shareholders to consummate the acquisition of Becan
by Nutriceuticals upon the terms and subject to the conditions set forth herein:
and
NOW, THEREFORE, the parties agree as follows:
Java will enter into a merger agreement with Becan whereby Java will
merge into Becan and Becan will continue as the surviving corporation. As a
result of the Merger, Becan will become a wholly owned subsidiary of
Nutriceuticals.
This Addendum is dated as of September 8, 1999.
XXXXXXXXXXXXXX.XXX CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: President
DYNAMIC HEALTH PRODUCTS, INC.
By: /s/ KOTHA S. SEHARAM
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Name: Kotha S. Seharam
Title: President
