EXHIBIT 2.2
EXTENSION AGREEMENT
Merger Agreement
This Agreement is entered effective as of October 31, 1997, between
INTELLIGENCE NETWORK INTERNATIONAL, INC. ("INI") and SAFE AID PRODUCTS
INCORPORATED, a Delaware corporation ("Safe Aid").
INI and Safe Aid entered into a Merger Agreement dated August 29, 1997 (the
"Merger Agreement") pursuant to which it is intended that INI will merge into
Safe Aid in a reverse merger (the "Merger"). Section 7 of the Merger
Agreement provides that the Merger Agreement may be canceled by either party
if the Merger is not closed by October 31, 1997 (the "Cancellation Date").
The parties have prepared a Proxy Statement for solicitation of the approval
of Safe Aid's stockholders and, on September 29, 1997, filed such Proxy
Statement with the United States Securities and Exchange Commission (the
"SEC"). The SEC has indicated that it will review the Proxy Statement. Such
review may delay mailing of the Proxy Statement to the stockholders of Safe
Aid such that the approval of the Safe Aid stockholders may not be
accomplished in time to close the Merger on or before the Cancellation Date.
The parties now wish to amend the Merger Agreement to extend the Cancellation
Date.
Therefore, in consideration of the mutual promises, covenants and conditions
set forth herein, the parties agree as follows:
1. Extension of Cancellation Date. The Cancellation Date is hereby extended
to November 30, 1997, provided INI has similarly extended its Acquisition
Agreements with Total Micro Computer Systems, Inc. ("Total Micro") and GMG
Computer Consultants, Inc. ("GMG") . The Cancellation Date may be further
extended by INI, to 30 days after resolution of any comments which the SEC
might have on the Proxy Statement, upon written notice to Safe Aid, provided
INI has similarly extended its Acquisition Agreements with Total Micro and
GMG. The Cancellation Date may not be extended beyond March 1, 1998, however,
without the written consent of both INI and Safe Aid.
2. Compliance with Conditions in Merger Agreement. Both INI and Safe Aid
represent to each other that their respective Boards of Directors have
approved the Merger Agreement, and acknowledge that each other is currently in
compliance with all covenants and other obligations contained in the Merger
Agreement. INI represents that it has closed its acquisitions of Total Micro
and GMG, subject to cancellation if the Merger is not consummated by a certain
date. INI represents that it has entered into extension agreements with both
Total Micro and GMG extending such date to November 30, 1997, and providing
for further extension by INI, to 30 days after resolution of any comments
which the SEC might have on the Proxy Statement, upon presentation to Total
Micro and GMG of reasonable evidence that Safe Aid is actively pursuing the
resolution of any such comments. Safe Aid hereby acknowledges that such
companies meet the requirements of Section 9(d) of the Merger Agreement and
are acceptable to Safe Aid.
3. Proxy Mailing and Shareholder Solicitation. Safe Aid will mail the Proxy
Statement to its shareholders, and INI will pay the postage costs for such
mailing.
4. No Further Changes. Except as modified hereby, all of the terms and
conditions of the Merger Agreement remain unchanged and in full force and
effect.
5. Counterparts. This Agreement may be signed in counterparts, all of which
together shall constitute one Agreement.
6. Facsimile Signatures. This Agreement may be signed and delivered by
facsimile signature and any such signatures shall be of the same force and
effect as original signatures.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.
INTELLIGENCE NETWORK INTERNATIONAL, INC.
By: /S/Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
SAFE AID PRODUCTS INCORPORATED
By: /s/Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
