0001127855-05-000666 Sample Contracts

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER DATED JULY 19, 2005
Agreement and Plan of Merger • November 1st, 2005 • Nicklebys Com Inc • Services-business services, nec

This AMENDMENT NO. 1 amends the Agreement and Plan of Merger dated July 19, 2005 (the “Agreement”) by and among FIIC, Inc., a Delaware corporation (“FIIC”), on the one hand, and Nicklebys.com, Inc., a publicly traded Colorado corporation (“NBYS”), Nicklebys Acquisition Corp., a Nevada corporation and wholly owned subsidiary of NBYS (“Merger Sub”), Scott Thornock, an individual stockholder of NBYS (“Thornock”), Bruce Capra, an individual stockholder of NBYS (“Capra”), Paul Zueger, an individual stockholder of NBYS (“Zueger”), Michael Tanner, an individual stockholder of NBYS (“Tanner”) and James Watson, an individual stockholder of NBYS (“Watson,” and with Thornock, Capra, Zueger and Tanner, the “NBYS Stockholders”), on the other hand. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

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