SECOND AMENDMENT TO MERGER AGREEMENT
THIS AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER is entered into
as of the 5th day of April 2001, by and among DYNAMIC ASSOCIATES,
INC., a Nevada corporation ("Dynamic"), and TELE-LAWYER, INC.
("Tele-Lawyer"), a Nevada corporation.
WHEREAS, the parties entered into that certain Agreement and Plan
of Merger as of November 28, 2000 and a First Amendment to Merger
Agreement on March 8, 2001 (collectively the "Merger Agreement")
regarding the contemplated merger of Tele-Lawyer with and into
Dynamic (the "Merger"); and
WHEREAS, the parties desire to amend the Merger Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained in the Merger Agreement and herein, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally
bound hereby, agree as follows:
1. Paragraph 6.1(1) shall be deleted.
2. Paragraph 6.1(7) shall be modified to add the following
sentence to the end: "Tele-Lawyer shall have the right to
waive all or part of this condition in its sole
discretion."
3. Paragraph 6.1(9) shall be modified to change "250,000" to
"500,000".
4. Paragraph 6.1(12) shall be modified to change "Tele-
Lawyer, Inc." to "Legal Access Technologies, Inc." with
regard to Dynamic's future name change.
Other than as set forth in this Second Amendment to Merger
Agreement, the Merger Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Second Amendment
to Merger Agreement as of the date set forth above.
Tele-Lawyer, Inc.
By: /s/ Xxxxxxx Xxxx
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Title: President
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Dynamic Associates, Inc.
By: /s/ Xxx Xxxxxxx
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Title: C.E.O.
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