EXHIBIT 99.2
June 8, 2004
VIA FACSIMILE
Xxxx Xxxxxxxxx
Threat Focus, Inc.
00000 Xxxxxxx Xxxxxx #0, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Re: Amendment to Agreement and Plan of Merger
Dear Xxxx:
As you know, Threat Focus, Inc. (the "Company"), PivX Solutions, Inc.
("Parent") and Threat Focus Merger Corp. ("Merger Corp") recently entered into
that certain Agreement and Plan of Merger dated May 28, 2004 (the "Agreement").
Section 1.3 of the Agreement provides for a Termination Date for the Merger
which was inadvertently left blank in the Agreement that was executed and
delivered by the parties. Consequently, the purpose of this letter is to amend
the Agreement to establish the Termination Date. All capitalized terms not
otherwise defined in this letter shall have the meaning set forth in the
Agreement.
By executing where indicated below, Parent and the Company hereby agree
to amend the Agreement by deleting the current Section 1.3 in its entirety and
replacing it with the following:
1.3 CLOSING. Unless this Agreement has been terminated and the
transactions contemplated herein have been abandoned pursuant to
Article 7 hereof, the closing of the Merger (the "CLOSING"), will take
place at a time and on a date (the "CLOSING DATE") to be specified by
the parties, which will be no later than June 11, 2004 (the
"TERMINATION DATE"); provided, however, that all of the conditions
provided for in Articles 5 and 6 hereof have been satisfied or waived
by such date. The Closing will be held at the offices of Xxxxxxx Xxxxx
& Xxxxx LLP, 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or
such other place as the parties may agree, at which time and place the
documents and instruments necessary or appropriate to effect the
transactions contemplated herein will be exchanged by the parties.
Except as otherwise provided herein, all actions taken at the Closing
will be deemed to be taken simultaneously.
All other provisions of the Agreement shall remain in full force and effect.
"PARENT" and "MERGER CORP" THE "COMPANY"
PIVX SOLUTIONS, INC. THREAT FOCUS, INC.
a Nevada corporation a California corporation
THREAT FOCUS MERGER CORP.
a California corporation
By: /S/ XXXXXX X. XXXXXXX By: /S/ XXXX XXXXXXXXX
---------------------------------------- ---------------------
Xxxxxx X. Xxxxxxx, President and Xxxx Xxxxxxxxx,
Chief Executive Officer Chief Executive Officer
CC: Xxx Xxxxxxx, Xxxxxxx Xxxxx & Xxxxx, LLP
Xxxxx Xxxxxx, Pillsbury Winthrop LLP
