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EXHIBIT 2.2
AMENDMENT TO AGREEMENT
AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"Amendment") is made and entered into as of November 24, 1997 by and among BTG,
Inc., a Virginia corporation ("BTG"), BTG Merger Sub, Inc., a New York
corporation and wholly-owned subsidiary of BTG ("Merger Sub") and
Micros-to-Mainframes, Inc., a New York corporation ("MTM").
WHEREAS, BTG, Merger Sub and MTM are parties to that certain
Agreement and Plan of Merger dated August 29, 1997 (the "Merger Agreement");
and
WHEREAS, the Board of Directors of BTG and the Board of
Directors of MTM have authorized the extension of the Termination Date set
forth in Section 9.1(h) of the Merger Agreement from December 31, 1997 to
January 9, 1998.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements hereinafter set forth, the parties hereto
hereby agree as follows:
1. The parties acknowledge and agree that the
Termination Date set forth in Section 9.1(h) of the Merger Agreement is hereby
extended from December 31, 1997 to January 9, 1998.
2. This Amendment shall terminate and be of no force or
effect upon the termination of the Merger Agreement in accordance with its
terms.
3. Except as expressly amended by this Amendment, all of
the terms, covenants, conditions, representations and warranties of the Merger
Agreement shall continue in full force and effect.
4. This Amendment may be executed and delivered in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be
an original but all of which taken together shall constitute one and the same
agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment to Agreement and Plan of Merger or caused this
Amendment to Agreement and Plan of Merger to be duly executed and delivered on
their behalf as of the date first written above.
BTG, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: President and CEO
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BTG Merger Sub, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: President
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Micros-to-Mainframes, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: President & CEO
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