January 5, 2001
Via Fax
Xx. Xxxxx Xxxxxxx
LCA Productions, Inc.
c/o The Law Offices of X. Xxxxxxxx Xxxxxx Xx.
0000 Xxxxxx Xxxx. Xxxxx 000
Xxx Xxxxxxx, XX 00000
Mr. Xxx Xxxxxxx
Double Bay Entertainment, Inc
c/o The Law Offices of X. Xxxxxxxx Xxxxxx Xx.
0000 Xxxxxx Xxxx. Xxxxx 000
Xxx Xxxxxxx, XX 00000
RE: Agreement and Plan of Merger ~ Amendment #1
Dear Xxxxxx'x. Xxxxxxx and Xxxxxxx:
Please refer to the executed Agreement and Plan of Merger (the "Agreement")
dated as of November 21, 2000 by and among Avenue Entertainment Group, Inc.
("the "Company"), LCA Acquisition Subsidiary, Inc. (the "Subsidiary"), LCA
Productions, Inc. ("LCA"), and Double Bay Entertainment, Inc. ("DBE"). All
capitalized terms used herein without definition shall have the meanings
ascribed to them in the Agreement.
Section 1 Definitions
The "Closing Date" of November 22, 2000 in the first line shall be amended
to January 4, 2001 and the outside Closing Date of November 30, 2000 in the
third line shall be deleted.
Paragraph 2.3 (c) Conversion and Exchange of Shares
The reference to December 31, 2000, the date by which the Company will file
a registration statement, in the last line shall be deleted and replaced with
"January 31, 2001.
Except as set forth above, the Agreement is not otherwise altered or
amended in any other manner whatsoever.
IN WITNESS WHEREOF, the undersigned have executed this Amendment
Agreement, this 8TH day of January, 2001.
COMPANY: ADDRESS:
AVENUE ENTERTAINMENT GROUP, INC. 00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
a Delaware corporation Xxx Xxxxxxx, XX 00000
By: Xxxx Xxxxxx, Chief Executive Officer
SUBSIDIARY: ADDRESS:
LCA ACQUSITION SUBSIDIARY, INC. 00000 Xxxxx Xxxxxx Xxxxxxxxx
a Delaware corporation Xxxxx 000
Xxxxx Xxxxxx, XX 00000
By: Xxxx Xxxxxx, Chief Executive Officer
LCA: ADDRESS:
LCA PRODUCTIONS, INC. c/o The Law Offices of
a Nevada corporation A. Xxxxxxxx Xxxxxx, Jr.
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
By: Xxxxx X. Xxxxxxx,
its President and CEO
DBE: ADDRESS:
DOUBLE BAY ENTERTAINMENT, INC. c/o The Law Offices of
a Nevada corporation A. Xxxxxxxx Xxxxxx, Jr.
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
By: Xxx Xxxxxxx, its President and CEO
