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EXHIBIT 2.2
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This Amendment to Agreement and Plan of Reorganization (this
"Agreement") is entered into as of the 29th day of June, 2000, by and among
BEACH COUCH, INC., a Delaware corporation ("ELAW-USA"); ELAWENGLISH.COM, INC., a
British Virgin Islands corporation (formerly "Elawchina.com, Inc.")
("ELAW-BVI"), and the individual shareholders of ELAW-BVI ("Stockholders")
identified on the signature page hereof.
RECITALS
WHEREAS, ELAW-USA, ELAW-BVI and certain individual shareholders of
ELAW-BVI entered into an Agreement and Plan of reorganization dated April 26,
2000;
WHEREAS, ELAW-BVI and Beijing Elawchina Network Technology Co., Ltd.
amended that certain International Distribution Agreement dated March 14, 2000;
and
WHEREAS, to take into account the changes made to the International
Distribution Agreement, the parties herein desire to amend and restate certain
material terms of the Agreement and Plan of Reorganization.
NOW, THEREFORE, for and in consideration of the mutual covenants and
representations and warranties of each other contained herein and other good and
valuable consideration, the receipt of which is hereby acknowledged, ELAW-USA,
ELAW-BVI and Stockholders agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, all
capitalized terms shall have the meaning given to them in the Agreement and Plan
of Reorganization.
SECTION 2. AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION. The
Agreement is hereby amended as set forth below:
2.1 First sentence of Section 1.1 of the Agreement is revised to read:
"At the Closing, ELAW-USA shall acquire from Stockholders, and Stockholders
shall sell, transfer, assign and convey to ELAW-USA 100% of all the issued and
outstanding shares of common stock of ELAW-BVI (the "ELAW-BVI Shares", in
exchange for an aggregate of 100,000 shares of ELAW-USA's common stock (the
"ELAW-USA Shares").
2.2 Second sentence of Section 4.2 of the Agreement is revised to read:
"Immediately prior to the Closing, there will be five million shares of common
stock outstanding and no shares of preferred stock issued and outstanding, prior
to the issuance of the 100,000 ELAW-USA Shares to be delivered at Closing
pursuant to this Agreement."
2.3 The parties agree that the 20 million ELAW-USA shares issued to the
Stockholders pursuant to the Agreement shall be cancelled and returned to the
treasury of ELAW-USA.
SECTION 3. FULL FORCE AND EFFECT. Except as expressly amended hereby,
the International Distribution Agreement shall remain in full force and effect,
and, as so amended, is hereby acknowledged, confirmed and ratified in all parts.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
BEACH COUCH, INC.
(A DELAWARE CORPORATION)
By: /s/ Michael A.J. Harrop
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Michael A.J. Harrop - President
Attest:
/s/ Eric Drizenko
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Eric Drizenko, Secretary
ELAWENGLISH.COM, INC.
(A BVI CORPORATION)
By: /s/ Roland Shi
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Roland Shi - President
Attest:
/s/ Xuemu Chen
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Xuemu Chen, Secretary
STOCKHOLDERS OF ELAW-BVI:
1. Benny Li - 6 million shares 30%
2. Cocal, Inc. - 6 million shares 30%
3. Roland Shi - 8 million shares 40%
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