EXHIBIT 2.8
SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (the
"Amendment") is made and entered into as of September 1, 2000, by and among
MERCHANTONLINE.COM, INC., a Florida corporation ("Merchant"), INNOVONICS, INC.,
an Arizona corporation ("Target") and Dereck B. Clark (collectively, the
"parties").
R E C I T A L S
A. The parties are signatories to that certain Agreement and Plan of
Reorganization, dated April 24, 2000 as amended May 15, 2000 (the "Agreement"),
pursuant to which Innovonics Acquisition Corp. merged with and into Target in a
reverse triangular merger (the "Merger"), with Target the surviving corporation
of the Merger.
B. The parties desire to amend and modify certain of the terms of the
Agreement as set forth herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing, and consummation of
the Agreement, the parties hereto do hereby agree as follows:
1. Terms not defined herein shall have the meanings set forth in the
Agreement.
2. Section 10.6 of the Agreement is amended in its entirety to read as
follows:
10.6 FUNDING ARRANGEMENTS. On or before September 1, 2000, Merchant
shall deposit $200,000 into the Target's general operating account, or such
other account as may be designated by Target (the "Target Account"). On or
before September 15, 2000, Merchant shall deposit an additional $300,000 into
the Target Account. Commencing October 1, 2000 and on the first day of each
succeeding month through and including April 2001, Merchant shall deposit a
minimum of an additional $200,000 in the Target Account. Such cash payments
shall be treated as contributions to the capital of Target, and may be used as
the President of Target may determine to be appropriate to fund budgeted
operations of Target, including payments to fund the balance that Target owes
for Target's purchase of an ASIC. Payments made by Merchant hereunder shall be
credited toward Merchant's funding obligations set forth in Section 10.5(b) of
the Agreement. Merchant understands and acknowledges that a failure to make any
of the payments provided herein will trigger the right of the Target
Stockholders to reacquire the outstanding shares of Target as provided in
Section 10.4 of the Agreement
3. All terms of the Agreement not modified by this Amendment shall remain
in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above. This Amendment may be executed in counterparts, all
of which together shall constitute one and the same instrument.
INNOVONICS, INC.,
an Arizona corporation
By: /s/ DERECK B. CLARK
---------------------------------
Dereck B. Clark, President
MERCHANTONLINE.COM, INC.,
a Florida corporation
By: /s/ Tarek Kirschen
---------------------------------
Tarek Kirschen, President
/s/ DERECK B. CLARK
---------------------------------
Dereck B. Clark, individually and
in his capacity as Target
Stockholder Representative
