EXHIBIT 10.1
AMENDMENT NO. 1
TO THE AGREEMENT AND PLAN OF SHARE EXCHANGE
BY AND BETWEEN
AMERICAN CONSOLIDATED MINING CO.
AND RENAISSANCE MAN, INC.
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF SHARE EXCHANGE (the
"Amendment") by and between American Consolidated Mining Co. (the "ACMC"),
Renaissance Man, Inc. ("RMI") and the owners of all the outstanding shares of
common stock of RMI is made and entered into to be effective as of the 21st day
of December, 2001, by and between the undersigned parties. All capitalized terms
not otherwise defined herein shall have the same meaning as set forth in the
Agreement And Plan Of Share Exchange (the "Agreement").
RECITALS
A. On or about July 14, 2001, the parties entered into the
Agreement (the "Agreement").
B. The parties wish to modify the agreement as set forth below.
NOW THEREFORE, the parties hereto hereby amend the Agreement as
follows:
1. Section 2(a) of the Agreement is hereby amended to read in its
entirety as follows:
At Closing, ACMC shall, subject to the conditions set forth
herein, issue an aggregate of 10,000,000 shares of ACMC common
stock for immediate delivery to the RMI Stockholders on the
basis of 1.0695187 ACMC Shares for each outstanding share of
RMI Common Stock.
2. Section 4(a) of the Agreement is hereby amended to read in its
entirety as follows:
Each share of RMI Common Stock issued and outstanding
immediately prior to the Closing Date shall be exchanged for
1.0695187 ACMC Shares to be delivered at Closing. All such
outstanding shares of RMI Common Stock shall be deemed, after
Closing, to be owned by ACMC. The holders of such certificates
previously evidencing shares of RMI Common Stock outstanding
immediately prior to the Closing Date shall cease to have any
rights with respect to such shares of RMI Common Stock except
as otherwise provided herein or by law;
3. Exhibit A of the Agreement is hereby amended to read in its
entirety as follows:
RMI STOCKHOLDER SCHEDULE
Number of Shares of
Name Common Stock
---- -------------------
Xxxx Xxxx 1,000,000
Xxxxx X. Xxxxxx 1,000,000
Xxxxxxxx X. Xxxxxx 1,000,000
G. Xxxxx XxXxxxxx 1,000,000
Xxxx Xxxx 1,000,000
Xxxxxx X. Xxxxxxxxxx 1,000,000
Aloe Commodities 1,000,000
International, Inc.
Xxxxxx X. Xxxxxx 1,000,000
Number of Shares of
Name Common Stock
---- -------------------
Xxxxxxxx Xxxxxxx 500,000
Xxxxxx Xxxxxxx 500,000
Xxxxx X. Xxxxxx 350,000
Total Issued and Outstanding 9,350,000
Total Authorized 10,000,000
4. The Agreement shall remain in full force and effect and shall
remain unaltered, except to the extent specifically amended herein.
IN WITNESS WHEREOF, the undersigned, have executed this Amendment No. 1
to the Agreement as of the date first above written.
AMERICAN CONSOLIDATED RENAISSANCE MAN, INC.
MINING CO.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxxx Xxxxxx
------------------------------ ------------------------
President RMI President
By: /s/ Xxxx X. XxXxxx
-------------------------------
Xxxx X. XxXxxx, Secretary
Counterpart Signature Page to the Agreement and Plan of Share Exchange
The undersigned hereby agrees to become a party as an RMI Stockholder
to the Amendment, dated December 21, 2001, to the Agreement and Plan of Share
Exchange dated July 14, 2001 between American Consolidated Mining Co.,
Renaissance Man, Inc. (the "RMI") and the RMI Stockholders named therein. The
undersigned hereby authorizes the RMI to attach this counterpart signature page
to the Amendment to the Agreement and Plan of Share Exchange and to add the name
of the undersigned to the list of RMI Stockholders set forth in Exhibit A to the
Agreement and Plan of Share Exchange.
Dated: _____________ _________________________________
(signature)
Address: ________________________
_________________________________
