FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT (the "First Amendment") to Agreement and Plan of
Merger (the "Original Agreement") dated as of January 3, 1997 among STAR MULTI
CARE SERVICES, INC., a New York corporation ("Star"), EFCC ACQUISITION CORP., a
New York corporation and a wholly-owned subsidiary of Star ("Merger Sub"), and
EXTENDED FAMILY CARE CORPORATION, a New York corporation ("EFCC").
WHEREAS, each of Star, Merger Sub and EFCC has entered into the
Original Agreement and now desires to make certain changes to said Original
Agreement;
WHEREAS, the Boards of Directors of Star, Merger Sub and EFCC have
approved the changes to the Original Agreement set forth in this First
Amendment.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants, agreements and conditions herein, the parties hereby
agree as follows:
1. Section 7.2(a) is hereby deleted in its entirety and
replaced by the following:
"(a) The Merger shall not have been consummated by
September 15, 1997, unless such failure of consummation is
due to the failure of the terminating party to perform or
observe any covenant, agreement or condition hereof to be
performed or observed by it at or before the Closing
Date;"
2. Except as expressly amended by this First Amendment, the
Original Agreement and all of its terms, covenants, conditions and provisions
are hereby ratified and confirmed in all respects and shall continue in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be signed by their respective officers thereunto duly authorized,
as of the 6th day of April, 1997.
EXTENDED FAMILY CARE CORPORATION STAR MULTI CARE SERVICES, INC.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------- ---------------------------
Xxxxxx Xxxxxx, Vice President Xxxxxxx Xxxxxxxxx, Chairman
and Chief Executive Officer
EFCC ACQUISITION CORP.
By:/s/ Xxxxxxx Xxxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxxx, Chairman
and Chief Executive Officer