AMENDMENT NO. 1
TO
THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 28, 1999,
BY AND AMONG
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., CERX VENTURE CORPORATION
AND ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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WHEREAS, the undersigned are parties to the Agreement and Plan
of Merger (the "Merger Agreement"), dated as of June 28, 1999, by and among
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., CERX Venture Corporation and ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇.;
NOW, THEREFORE, the parties hereto agree as of June ___, 1999,
that the Merger Agreement is hereby amended as provided herein. Capitalized
terms used herein but not defined have the meanings ascribed to such terms in
the Merger Agreement.
Effective as of the date hereof, the Merger Agreement is
amended by deleting Section 2.3 (c) in its entirety and inserting the following
in its place:
"(c) Immediately upon consummation of the Merger on the Closing Date the
directors shall become ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇., and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Effective as of 12:01 a.m. on the date
following the Closing Date, the directors shall become ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ shall cease to be directors."
[Signatures hereto are set forth on the following page.]
IN WITNESS WHEREOF, the undersigned have duly executed or
caused to be executed by their respective duly authorized representative this
Amendment No. 1 to the Merger Agreement as of the date first written above.
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
By:
Name:
Title:
CERX VENTURE CORPORATION
By:
Name:
Title:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
