AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OR MERGER
Reference is hereby made to that certain Agreement and Plan of Merger dated
as of April 24, 2002 (the "Agreement") by and among MetaSource Group, Inc.,
(formerly CobraTech International, Inc.), a Nevada corporation ("Parent"),
MetaSource Systems, Inc., a Delaware corporation ("Acquired Corp"), and Meta
Source Acquisition Corp., a Delaware corporation, a wholly-owned subsidiary of
Parent ("Acquiring Corp"). All capitalized terms used herein, but not otherwise
defined herein, shall have the meanings ascribed to them in the Agreement.
WHEREAS, the parties to the Agreement desire to amend certain terms of the
Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Amendment to Section 1.13. Section 1.13 of the Agreement is hereby
amended by replacing the number "$400,000.00" in the first sentence of such
section with the number "$350,000.00."
Except for the specific changes provided for in this section, all terms and
conditions of the Agreement shall remain and are in full force and effect.
2. Amendment to Section 1.4. Section 1.4 of the Agreement is
hereby amended by adding the following language to the last sentence of
this
section: "Xxx Xxxxxx, current sole officer and director of Parent, agrees that
on or after the Closing Date (as defined herein) of the 7,457,519 shares of
Parent's common stock currently held by Xx. Xxxxxx, 6,782,519 of such shares
will be canceled by Parent. As a result, Xx. Xxxxxx will retain 675,000 shares
of Parent's common stock."
Except for the specific changes provided for in this section, all terms and
conditions of the Agreement shall remain and are in full force and effect.
3. Miscellaneous. This Amendment shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one instrument.
IN WITNESS WHEREOF, each of the following parties have
caused this Amendment to be duly executed as of the 11th day of July 2002.
Parent: Acquired Corp:
MetaSource Group, Inc.
(formerly CobraTech International, Inc.) MetaSource Systems, Inc.
/s/ Xxx Xxxxxx /s/ Xxxxxxxx Xxxxx
By: _____________________________ By: ___________________________
Xxx Xxxxxx Xxxxxxxx Xxxxx
Its: President Its: President
/s/ Xxx Xxxxxx /s/ Xxxxxxxx Xxxxx
By: _____________________________ By: ___________________________
Xxx Xxxxxx Xxxxxxxx Xxxxx
Its: Secretary Its: Secretary
Acquiring Corp:
Meta Source Acquisition Corp.
By: /s/ Xxx Xxxxxx
--------------------------------------------
Xxx Xxxxxx
Its: President
By: /s/ Xxx Xxxxxx
--------------------------------------------
Xxx Xxxxxx
Its: Secretary
