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EXHIBIT 3
Amendment No. 2 to the
Merger Agreement and Plan of Reorganization
Dated May 16, 2000 by and between
Advatex Associates, Inc., Logical Acquisition Corp.,
Color Acquisition Corp., Logical Imaging Solutions, Inc. and
Color Image, Inc.
Dated June 26, 2000
WHEREAS, Advatex Associates, Inc., a Delaware corporation ("Advatex"),
Logical Acquisition Corp., a Delaware corporation ("LAC"), Color Acquisition
Corp., a Delaware corporation ("CAC"), Logical Imaging Solutions, Inc., a
California corporation ("Logical"), and Color Image, Inc., a Georgia corporation
("Color")(collectively, the "Parties") entered into a Merger Agreement and Plan
of Reorganization on May 16, 2000 and Amendment No. 1 (the "Amendment") thereto
on June 15, 2000 (collectively, the "Merger Agreement"), capitalized terms not
otherwise defined herein having their respective meanings as set forth in the
Merger Agreement; and
WHEREAS, the Advatex stockholders' meeting (the "Meeting") to approve the
Name Change and the Reverse Stock Split will be held on July 7, 2000; and
WHEREAS, the Parties desire to consummate the Mergers on or about June 28,
2000, prior to the Meeting and effect certain changes in the Agreement relating
thereto.
NOW, THEREFORE, in consideration of the premises, covenants and conditions
hereof, the Parties mutually agree to amend the Merger Agreement as follows:
1. The Parties agree to consummate the Mergers on June 28, 2000 or such other
date as all Parties shall agree in writing.
2. Notwithstanding anything to the contrary in the Merger Agreement, the
Parties agree that all contemplated issuances of shares of and warrants to
purchase Advatex common stock to the stockholders of Logical and Color, and
to G-V or its designee, as a result of the Mergers will be deferred until
July 7, 2000, pending the outcome of the Meeting. If the Meeting is held
and the Reverse Stock Split is approved, share issuances will take place as
contemplated in the first paragraph of Section 7(a) of the Merger
Agreement. If either the Meeting is not held on July 7, 2000 or if the
Meeting is held and the Reverse Stock Split is not approved, (a) share and
warrant issuances and other actions will take place as contemplated in the
second paragraph of Section 7(a) of the Merger Agreement, (b) the G-V
Agreement will be deemed amended in the manner set forth in Section 8 of
the Amendment and (c) Advatex agrees to call, as soon as practicable, an
additional special meeting of stockholders for the purpose of approving an
amendment to Advatex's certificate of incorporation to increase the
authorized number of Advatex Shares and take such other actions as
contemplated in clause (2) of the second paragraph of Section 7(a) of the
Merger Agreement.
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Amendment No. 2 to
Merger Agreement
June 26, 2000
Page 2
3. Notwithstanding the provisions of Section 2 hereof, the Parties agree that
Logical and Color, acting jointly, may, by written notice to Advatex and
its counsel, require that shares or warrants to purchase shares of Advatex
common stock to which all persons and entities are entitled pursuant to the
consummation of the Mergers be issued to them at any time from and after
consummation of the Mergers through July 7, 2000 in accordance with the
third sentence of Section 2 above as if the Meeting had not been held or
the Reverse Stock Split had not been approved, so long as such issuances
are effected in a manner that they will be automatically adjusted if the
Meeting is thereafter held and the Reverse Stock Split approved.
4. In all other respects, the Merger Agreement shall remain unmodified and in
full force and effect.
IN WITNESS WHEREOF, the Parties hereto have made and executed this
Amendment No. 2 to the Merger Agreement as of the day and year first above
written.
ADVATEX ASSOCIATES, INC.
By:
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Joseph P. Donnolo, President
LOGICAL ACQUISITION CORP.
By:
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Joseph P. Donnolo, President
COLOR ACQUISITION CORP.
By:
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Joseph P. Donnolo, President
LOGICAL IMAGING SOLUTIONS, INC.
By:
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Michael W. Brennan, President
COLOR IMAGE, INC.
By:
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Dr. Sue-Ling Wang, President
