EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (the "First Amendment") is entered into and effective as of May __, 2000 by and among Kaire Holdings, Inc., a Delaware corporation, Kaire...

                                                                     EXHIBIT 2.2


                FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     This First Amendment to Agreement and Plan of Merger (the "First
Amendment") is entered into and effective as of May __, 2000 by and among Kaire
Holdings, Inc., a Delaware corporation, Kaire holdings Acquisition Corp., a
California corporation, Classic Care, Inc., a California corporation doing
business as Classic Care Pharmacy, Xxxxx Oscherowitz and Xxxxx Xxxxxxxxxx.

     WHEREAS, the parties have entered into an Agreement and Plan of Merger
dated April 19, 2000 (the "Agreement");

     WHEREAS, the parties wish to clarify the provisions of Section 2.2(d) of
the Agreement;

     NOW, THEREFORE, the parties agree as follows:

     1.  Section 2.2(d) of the Agreement is hereby amended by adding the
following to the end of said Section:

               "In the event substantially all of the business of the Company is
               transferred, in a single transaction or series of related
               transactions, to an entity which controls, is controlled by, or
               under common control with, Acquiror (an "Acquiror Affiliate"),
               whether pursuant to an asset sale, stock exchange, merger or
               otherwise (an "Affiliate Sale"), then subsequent to the
               effectiveness of the Affiliate Sale, the gross revenues of the
               Acquiror Affiliate shall be deemed to be the revenues of the
               Company for purposes of this Section 2.2(d)."

     2.  Except as specifically amended above, all the terms and provisions of
the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, this First Amendment is entered into and effective as
of the date first written above.

Kaire Holdings, Incorporated                       Classic Care, Inc


By:________________________________   By: ________________________________
   Xxxxxx Xxxxxxxx, Chief Executive         Xxxxx Xxxxxxxxxx, President
               Officer

                                      ____________________________________
Kaire Holdings Acquisition Corp.      Xxxxxx Oscherowitz


By:  _____________________________    ____________________________________
      Xxxx X. Xxxx, President         Xxxxx Xxxxxxxxxx