FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the
"Amendment") is made and entered into effective as of December 22, 2000 by and
among EBIZ ENTERPRISES, INC., a Nevada corporation ("EBIZ"), JONES BUSINESS
SYSTEMS, INC., a Texas corporation ("JBSI"), and JBSI ACQUISITION, INC., a Texas
corporation and a wholly-owned subsidiary of EBIZ ("Merger Sub"). This Amendment
is entered into in connection with the Agreement and Plan of Merger entered into
as of the 17th day of November, 2000 by and among EBIZ, JBSI and Merger Sub (the
"Merger Agreement"). All terms used, but not otherwise defined, herein shall
have the meanings ascribed to such terms in the Merger Agreement
RECITALS
A. Section 12.7 of the Merger Agreement provides that the Merger Agreement
shall be governed by and construed in accordance with the laws of the
State of Arizona without regard to conflict of law principles.
B. The parties hereto wish to amend the Merger Agreement to provide
for the Merger Agreement to be governed by the laws of the State of
Colorado without regard to conflict of law principles.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 12.7 of the Merger Agreement is hereby amended to read
in its entirety as follows:
12.7 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado without regard to
conflict of law principles.
2. Except as otherwise amended hereby, the Merger Agreement
remains in full force and effect.
3. This Amendment may be executed in one or more counterparts
and by original or facsimile signature, each of which will constitute an
original and all of which together will constitute one and the same instrument.
[Signature page follows.]
<PAGE>
IN WITNESS WHEREOF, this Amendment has been executed by each
of the parties as of the day and year first above written.
EBIZ:
EBIZ ENTERPRISES, INC.
By: /s/ Jeffrey I. Rassas
Jeffrey I. Rassas
Chief Strategic Officer
By: /s/ David Shaw
David Shaw
Chief Executive Officer
MERGER SUB:
By: /s/ David Shaw
David Shaw, President
JBSI:
JONES BUSINESS SYSTEMS, INC.
By: /s/ Bruce Parsons
Bruce Parsons, President
