EXHIBIT 2.2
AMENDMENT TO SHARE EXCHANGE AGREEMENT
AMENDMENT TO SHARE EXCHANGE AGREEMENT, made this 20th day of January, 2005, by
and among NETFRAN DEVELOPMENT CORP., a Florida corporation, ("NETFRAN"), ARIEL
WAY, INC., a Delaware corporation ("Ariel Way") and the shareholders of Ariel
Way common stock who execute a counterpart of this Amendment (referred to
collectively as the "Shareholders" and individually as a "Shareholder").
WHEREAS, the parties have entered into a Share Exchange Agreement dated as of
December 29, 2004 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement to provide for a later
closing of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, the parties hereto agree as follows:
1. The second sentence of Section 9.1 of the Agreement is hereby amended to read
as follows:
In event the Closing herein has not been completed by February 3, 2005 any
party hereto may terminate this Agreement and in such event this Agreement shall
be null and void.
2. Except as set forth above, the Agreement is ratified, confirmed and approved.
In the event of any conflict between the terms of the Agreement and the terms of
this Amendment, this Amendment shall supercede the terms of the Agreement.
IN WITNESS WHEREOF, Netfran, Ariel Way and the Stockholders, by their duly
authorized representatives, have executed this Amendment.
ARIEL WAY, INC. NETFRAN DEVELOPMENT CORP.
By: s/ Xxxx Xxxxxx, President By: s/ Xxxxxx Xxxxxxx, President
The Shareholders:
The Dunhem Family Partnership
Xxxxx Xxxxx
Xxxxx Xxxxxxxx
Xxxxx Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxxx Xxxxxxxxx
Xxxx Xxxxxxx
Xxxxxx Xxxx
Chivas Capital, Inc.
Market Central, Inc.
Cornell Capital Partners, XX
Xxxxxx, Xxx
Xxxxx, Xxx
Xxxxx, Uros
O Riordain, Seosamh D.
Peulve, Xxxx-Xxxx
Xxxx, Xxx
Xxxxxxx Xxxx
Xxxx Xxxxxx
Xxxx, Xxx
Xxx, Xxxxx
Xxxx Xxxxx
Xxx Xxxx
Xxx Xxxxx
Xxx Xxxxxx
Xxxx Xxxx Peulve
Seo O'Riordain
Xxxxx Xxx
By: s/ Xxxx Xxxxxx, Shareholders Representative
