Amendment to Share Exchange Agreement among Netfran Development Corp., Ariel Way, Inc., and Shareholders

Summary

This amendment, dated January 20, 2005, modifies the original Share Exchange Agreement between Netfran Development Corp., Ariel Way, Inc., and the shareholders of Ariel Way. The main change is to extend the deadline for closing the agreement to February 3, 2005. If the closing does not occur by this date, any party may terminate the agreement, making it void. All other terms of the original agreement remain in effect unless they conflict with this amendment.

EX-2.2 3 v12366_ex2-2.txt EXHIBIT 2.2 AMENDMENT TO SHARE EXCHANGE AGREEMENT AMENDMENT TO SHARE EXCHANGE AGREEMENT, made this 20th day of January, 2005, by and among NETFRAN DEVELOPMENT CORP., a Florida corporation, ("NETFRAN"), ARIEL WAY, INC., a Delaware corporation ("Ariel Way") and the shareholders of Ariel Way common stock who execute a counterpart of this Amendment (referred to collectively as the "Shareholders" and individually as a "Shareholder"). WHEREAS, the parties have entered into a Share Exchange Agreement dated as of December 29, 2004 (the "Agreement"); and WHEREAS, the parties desire to amend the Agreement to provide for a later closing of the Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, the parties hereto agree as follows: 1. The second sentence of Section 9.1 of the Agreement is hereby amended to read as follows: In event the Closing herein has not been completed by February 3, 2005 any party hereto may terminate this Agreement and in such event this Agreement shall be null and void. 2. Except as set forth above, the Agreement is ratified, confirmed and approved. In the event of any conflict between the terms of the Agreement and the terms of this Amendment, this Amendment shall supercede the terms of the Agreement. IN WITNESS WHEREOF, Netfran, Ariel Way and the Stockholders, by their duly authorized representatives, have executed this Amendment. ARIEL WAY, INC. NETFRAN DEVELOPMENT CORP. By: s/ Arne Dunhem, President By: s/ Elliot Krasnow, President The Shareholders: The Dunhem Family Partnership Anand Kumar Magdy Battikha David Morris Michael H. Jordan Voula Kanellias Aziz Bennani Steven Toro Chivas Capital, Inc. Market Central, Inc. Cornell Capital Partners, LP Drewlo, Ken Freke, Viv Janko, Uros O Riordain, Seosamh D. Peulve, Jean-Rene Bova, Bob Herbert Grau Paul Sterne Bova, Bob Mun, Kevin Uros Janko Bob Bova Viv Freke Ken Drewlo Jean Rene Peulve Seo O'Riordain Kevin Mun By: s/ Arne Dunhem, Shareholders Representative