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EXHIBIT 2.4
FIRST AMENDMENT
TO
PLAN OF REORGANIZATION AND SPIN-OFF
BY WHICH
NORTH AMERICAN SECURITY & FIRE, INC. (PARENT)
(A NEVADA CORPORATION)
SHALL SPIN-OFF
NORTH AMERICAN SECURITY & FIRE, INC. (SUBSIDIARY)
(A NEVADA CORPORATION)
THIS AMENDMENT TO PLAN OF REORGANIZATION AND ACQUISITION is made and
dated this day of December 22, 1998 by and between the above referenced
corporations, and shall become effective on "the Effective Date" as defined
herein.
I. THE INTERESTED PARTIES
A. THE PARTIES TO THIS PLAN
1. NORTH AMERICAN SECURITY & FIRE, INC. ("Parent"),
2. NORTH AMERICAN SECURITY & FIRE, INC. ("Subsidiary"),
II. RECITALS
A. PLAN OF REORGANIZATION: That certain Plan of Reorganization
and Spin-off, dated December 21, 1998, is hereby incorporated herein by this
reference.
B. THE REASONS FOR THE AMENDMENT: Parent desires to spin-off and
distribute its business to its shareholders as new private corporation, and has
obtained shareholder approval therefor; however, the Parent does not have
sufficient funding, with which to discharge the past, present and foreseeable
future expenses incidental to the spin-off and reorganization pursuant to the
terms of the agreement.
C. RESOLUTION: Both parties have resolved to delay the closing and
effective date of the Spin-off, from the scheduled date, for a period of time,
not less than thirty days, until January 31, 1999, or more than ninety days,
until March 31, 1999, to enable the parent corporation to resolve the problem.
III. AMENDMENT
A. EFFECTIVE DATE EXTENDED: North American Security & Fire, Inc.
(parent) and North American Security & Fire, Inc. (subsidiary) hereby agree that
Paragraph III-B of the Plan of Reorganization shall be amended, such that the
effective date of the Spin-off, as defined therein shall be extended and
delayed, from the scheduled date, for a period of time, not less than thirty
days, until January 31, 1999, or more than ninety days, until March 31, 1999.
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FIRST AMENDMENT TO PLAN OF REORGANIZATION AND SPIN-OFF
Parent/Subsidiary
December 22, 1998 Page 2
B. EFFECTIVE DATE: The PLAN OF REORGANIZATION AND ACQUISITION shall
become effective at close of business on the day specified in a written
agreement between the parties, within the time parameters specified herein, or,
in default thereof, on March 31, 199___.
C. FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING: The Directors of
each Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant hereby to deal fairly and good faith with
each other and each others shareholders.
THIS AMENDMENT to Plan of Reorganization and Merger is executed on behalf of
each Company by its duly authorized representatives, and attested to, pursuant
to the laws of its respective place of incorporation and in accordance with its
constituent documents.
NORTH AMERICAN SECURITY & FIRE, NORTH AMERICAN SECURITY & FIRE, INC.
INC. (PARENT) (SUBSIDIARY)
(A NEVADA CORPORATION) (A NEVADA CORPORATION)
By: /s/ XXXX X. XXXXX By: /s/ XXXX X. XXXXX
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Xxxx X. Xxxxx Xxxx X. Xxxxx
President President
/s/ J. XXX XXXXXXX /s/ J. XXX XXXXXXX
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J. Xxx Xxxxxxx J. Xxx Xxxxxxx
Secretary Secretary
[Seal]
