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EXHIBIT 2.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (the "First
Amendment") is entered into and effective as of May __, 2000 by and among Kaire
Holdings, Inc., a Delaware corporation, Kaire holdings Acquisition Corp., a
California corporation, Classic Care, Inc., a California corporation doing
business as Classic Care Pharmacy, Steve Oscherowitz and Sarit Rubenstein.
WHEREAS, the parties have entered into an Agreement and Plan of Merger
dated April 19, 2000 (the "Agreement");
WHEREAS, the parties wish to clarify the provisions of Section 2.2(d) of
the Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Section 2.2(d) of the Agreement is hereby amended by adding the
following to the end of said Section:
"In the event substantially all of the business of the Company is
transferred, in a single transaction or series of related
transactions, to an entity which controls, is controlled by, or
under common control with, Acquiror (an "Acquiror Affiliate"),
whether pursuant to an asset sale, stock exchange, merger or
otherwise (an "Affiliate Sale"), then subsequent to the
effectiveness of the Affiliate Sale, the gross revenues of the
Acquiror Affiliate shall be deemed to be the revenues of the
Company for purposes of this Section 2.2(d)."
2. Except as specifically amended above, all the terms and provisions of
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this First Amendment is entered into and effective as
of the date first written above.
Kaire Holdings, Incorporated Classic Care, Inc
By:________________________________ By: ________________________________
Steven Westlund, Chief Executive Sarit Rubenstein, President
Officer
____________________________________
Kaire Holdings Acquisition Corp. Steven Oscherowitz
By: _____________________________ ____________________________________
Mark L. Baum, President Sarit Rubenstein
