EXHIBIT 2.3
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
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THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this "Amendment")
is entered into as of June 29, 1998 by and between EPL Pro-Long, Inc., a
California corporation ("EPL") and Prolong International Corporation, a Nevada
corporation ("PIC").
BACKGROUND
EPL and PIC entered into an Agreement and Plan of Reorganization on
February 5, 1998 (the "Agreement") whereby PIC will acquire substantially all of
the assets and assume certain of the liabilities of EPL in exchange for shares
of PIC common stock. One of the conditions to both parties' obligations to
close the transaction contemplated by the Agreement is that such closing takes
place by June 30, 1998. EPL and PIC mutually desire to extend the expiration
date of such condition to December 31, 1998.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing, EPL hereby agrees with
PIC to amend the Agreement as follows:
1. Sections 9.9 and 10.4, respectively, shall be amended to read as
follows:
"Closing. The Closing of the transaction contemplated by this
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Agreement shall have taken place on or before December 31, 1998."
2. This Amendment may be executed in any number of counterparts, each of
which shall be an original as against any party whose signature appears thereon
and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first hereinabove written.
EPL PRO-LONG, INC. PROLONG INTERNATIONAL CORPORATION
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx Xxxxxxxx
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Xxxxxxx X. Xxxxx, President Xxxxxx Xxxxx Xxxxxxxx, President
