EXHIBIT 2.03
FIRST AMENDMENT TO REORGANIZATION AGREEMENT
THIS FIRST AMENDMENT TO REORGANIZATION AGREEMENT (the "Amendment") is
made and entered to be effective as of July 17, 1999, by and among SCHIMATIC
CASH TRANSACTIONS XXXXXXX.XXX, INC., a Florida corporation ("SCI"), and IC ONE,
INC., a Delaware corporation ("IC ONE").
Recitals
A. SCI and IC ONE entered into that certain Reorganization Agreement
dated to be effective as of June 30, 1999 (the "Original Agreement"), pursuant
to which SCI agreed to acquire the issued and outstanding stock of IC ONE, which
for purposes of the Organization Agreement encompassed certain investors in
CardOne; and
B. The parties desire to amend certain provisions of the Original
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereby agree as follows:
1. The parties desire to structure the transaction to qualify for
federal income tax purposes as a tax-free reorganization under the provisions of
sections 368(a)(1)(A) and 368(a)(2)(E) of the United States Internal Revenue
Code of 1986, as amended (the "Code"), and each party will take all actions
reasonably necessary to so qualify the transaction. In connection therewith, a
newly formed wholly owned subsidiary of SCI will be merged with and into IC ONE,
which shall be the surviving entity in such merger. Notwithstanding, neither
party has obtained or will be required to obtain or provide an opinion of
counsel to the foregoing effect.
2. Immediately prior to the consummation of the transaction
contemplated by the Original Agreement, SCI will issue 5,700,000 shares of its
common stock to its existing shareholders and certain other persons which,
together with its 7,200,000 shares currently issued and outstanding, will result
in 12,900,000 shares issued and outstanding.
3. In connection with the transaction contemplated by the Original
Agreement, as amended hereby, the shareholders of IC One will be issued
42,400,000 shares of common stock of SCI.
4. In consideration of services rendered in connection with the
securing financing to IC ONE, SCI will issue 4,700,000 shares of common stock of
SCI to those persons designated by IC ONE.
5. All provisions of the Original Agreement not expressly amended,
revoked, or modified hereby shall remain in full force and effect and each party
hereto agrees to be bound thereby.
IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective as of the date first above written.
SCHIMATIC CASH TRANSACTIONS XXXXXXX.XXX, INC.
By /s/ Xxxxx Xxxxx
-------------------------------------------
Xxxxx Xxxxx, President
IC ONE, INC.
By /s/ Xxxx Xxxxxxx
-------------------------------------------
Xxxx Xxxxxxx, President
