EXHIBIT 10.1
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
AMONG ZOI INTERACTIVE TECHNOLOGIES, INC.,
CET SERVICES, INC.,
INTERACTIVE ACQUISITION CORPORATION, AND
CET SERVICES OF NEVADA, INC.
THIS AMENDMENT to the Agreement And Plan of Merger, dated as of
February 16, 2007 (the "Agreement"), among CET Services, Inc., a California
corporation (the "Company"), Interactive Acquisition Corporation, a Nevada
corporation and wholly owned subsidiary of the Company ("Merger Sub"), Zoi
Interactive Technologies, Inc, a Nevada corporation ("Zoi"), and CET Services
of Nevada, Inc., a Nevada Corporation ("CET-Nevada"), is entered into as of
June 13, 2007. The Agreement is hereby amended as follows:
1. SECTION 5.05, No Solicitation of Negotiation by the Company, is
hereby deleted from the Agreement and Plan of Merger.
2. Zoi hereby grants full permission to the Company to personally
contact representatives of the following companies:
VFinance
Auto Nation
Taco Xxxx
The contact information for each of the above-listed companies,
including contact person, address, and phone numbers, will be provided to
CET. by representatives of Zoi simultaneously with the execution of this
amendment.
In the event that Zoi's engagement with VFinance is terminated, Zoi will
notify CET, and the contact information for any new investment firm engaged
by Zoi will be provided to CET.
3. Zoi shall provide CET with weekly updates via telephone or
electronic transmission from Xxxxxxx Xxxxxxxxx, President of Zoi or his
representative. Such communication will include: (1) the status of the
closing of the acquisition of Tournament Games, Inc.; (2) the amount of
investments received and the status of negotiations with potential investors;
(3) the progress being made in relation to Zoi's operations; (4) the status
of contracts to end-use companies, including but not limited to Taco Xxxx and
Auto Nation; and (5) information on negotiations with end-use companies.
All other terms and conditions of the Agreement shall remain the same.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of June 13, 2007 by their respective officers thereunto duly
authorized.
CET SERVICES, INC., a California Corporation
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Chairman of the Board and
Chief Executive Officer
CET SERVICES OF NEVADA, INC., a Nevada Corporation
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: President
INTERACTIVE ACQUISITION CORPORATION, a Nevada Corporation
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: President
ZOI INTERACTIVE TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
