EXHIBIT 2.2
FIRST MODIFICATION TO
AGREEMENT AND PLAN OF MERGER AND SHARE EXCHANGE
This FIRST MODIFICATION TO AGREEMENT AND PLAN OF MERGER AND SHARE
AGREEMENT dated as of the 4th day of June, 2001 by and between Return Assured
Incorporated, a Delaware corporation ("RAI"), IBUI Acquisition Corporation, a
Nevada corporation (the "Merger Subsidiary" and together with RAI, the "RAI
Parties"), and Internet Business's International, Inc., a Nevada corporation
("IBUI"). RAI, the Merger Subsidiary and IBUI are individually referred to as a
"Party" and collectively referred to herein as the "Parties".
WITNESSETH:
WHEREAS, RAI, IBUI and the Merger Subsidiary executed that certain
Agreement and Plan of Merger and Share Exchange ("Merger Agreement") as of June
4, 2001; and
WHEREAS, the Merger Agreement had a termination date of September 30,
2001; and
WHEREAS, RAI, Merger Subsidiary and IBUI have requested an amendment to
the terms of the Merger Agreement upon the conditions set forth herein.
NOW, THEREFORE, in consideration of the Recitals, the following
agreements, Ten ($10.00) Dollars and other good and valuable consideration, the
receipt of which is hereby acknowledge, RAI, Merger Subsidiary, and IBUI agree
as follows:
1. Any reference to terms defined in the Merger Agreement that have not
been defined herein shall be deemed to have the same meaning as set
forth in the contract.
2. "Execution Date" means October 1, 2001.
3. "Termination Date" means December 31, 2001.
4. RAI Common Stock is listed for quotation on the NASD Over-the-Counter
Bulletin Board ("OTCBB") under the symbol "RTRN." RAI will use its best
efforts to maintain the listing of RAI Common Stock on the OTCBB and to
keep current its filings with the SEC as required under Section 13 of
the Exchange Act. RAI shall immediately notify IBUI of, and provide
IBUI a copy of, any notice or correspondence from the OTCBB.
5. IBUI shall assume 50% of RAI's current liabilities up to $500,000, as
listed on Schedule A hereto.
6. IBUI shall not be required to obtain a line of credit in the amount of
$2.5 million.
7. IBUI shall pay to Xxxx Xxxxx ("Sebal") up to seven (7) months of the
due and outstanding accrued salary earned by Sebal based on a salary of
$180,000 per annum at and as a condition to Closing.
8. IBUI shall pay 50% of all amounts due and outstanding to Xxxxxx
Gottbetter & Xxxxxxxx, LLP ("KGL") at and as a condition to Closing.
9. RAI shall pay 50% of all amounts due and outstanding to KGL at and as a
condition to Closing.
10. The merger is subject to the approval of the shareholders of Return
Assured and IBUI. Xxxxx Xxxxxx, President and Chairman of IBUI
("Cherry"), and Xx Xxxx, Chief Executive Officer of IBUI ("Xxxx"),
shall furnish KGL with certified copies of proxies representing the
votes of all shares beneficially owned by Cherry and Xxxx which such
shares shall have been voted in favor of the merger.
IN WITNESS WHEREOF, this First Modification to the Merger Agreement is
executed by the fully authorized signatories of parties as of the last date set
forth below to be effective as of October 1, 2001.
INTERNET BUSINESS'S INTERNATIONAL, INC.
By: /s/ Xx Xxxx
------------------------------------
Name:
Title:
RETURN ASSURED INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name:
Title:
IBUI ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name:
Title:
SCHEDULE A
RAI CURRENT LIABILITIES AS OF MAY 31, 2001
$1,558,604
