ADDENDUM TO THE
AGREEMENT AND PLAN OF REORGANIZATION
DATED FEBRUARY 27, 2004
THIS ADDENDUM TO THE AGREEMENT AND PLAN OF REORGANIZATION dated
February 27, 2004 (respectively, the "Addendum" and the "Agreement") is made
this 2nd day of March, 2004, among Chiropractic 21 International, Inc., a
Nevada corporation ("Chiropractic 21"); visionGATEWAY, Inc., a Nevada
corporation ("vision"); and the vision stockholders who execute and deliver
the Agreement (the "vision Stockholders").
WITNESSETH:
RECITALS
WHEREAS, Chiropractic 21, vision and the vision Stockholders have
entered into the Agreement pursuant to which Chiropractic 21 shall acquire and
the vision Stockholders shall exchange up to 100% of the outstanding common
stock of vision in exchange for the Chiropractic 21 shares as herein provided;
and
WHEREAS, in addition to the common stock of vision to be exchanged
pursuant to the Agreement, vision has warrants, options, preferred stock and
other securities that should have been included in the Agreement and exchange;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
All vision Warrants, Options, Preferred Non-Voting Shares and
shares to be issued pursuant to other defining instruments as listed in
Exhibit A to the Agreement shall be exchanged for like Warrants, Options,
Preferred Non-Voting Shares and shares to be issued pursuant to other defining
instruments of Chiropractic 21.
All other terms and conditions of the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this Addendum to the
Agreement and Plan of Reorganization effective the latest date hereof.
CHIROPRACTIC 21 INTERNATIONAL, INC.
Date: 3/2/04. By/s/Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, President
VISIONGATEWAY, INC.
Date: 2nd March '04. By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
ADDENDUM TO AGREEMENT AND PLAN OF REORGANIZATION
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for the Addendum to the Agreement and
Plan of Reorganization dated February 27, 2004 (respectively, the "Addendum"
and the "Agreement") is made this 2nd day of March, 2004, among Chiropractic
21 International, Inc., a Nevada corporation ("Chiropractic 21");
visionGATEWAY, Inc., a Nevada corporation ("vision"); and the vision
stockholders who execute and deliver the Agreement (the "vision
Stockholders"), by which the undersigned, through execution and delivery of
this Counterpart Signature page, intends to be legally bound by the terms of
the Addendum.
Aspen Capital Partners Limited
_________________________________________
Name (Please Print)
000 Xxxxxxxxxx Xxxx
_________________________________________
Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx
__________________________________________
City State Zip
/s/Xxxxxx X. Xxxxxx
__________________________________________
(Signature)
2nd March 2004
__________________________________________
(Date)