Fourth Amendment to Merger Agreement between Cell Power Technologies, Inc., Portagy Acquisition Corp., and Portagy Corp.

Summary

This amendment, dated July 18, 2006, modifies the original merger agreement between Cell Power Technologies, Inc., Portagy Acquisition Corp., and Portagy Corp. The main change is an extension of the deadline to complete the merger closing to July 31, 2006. The amendment also attaches an updated capitalization table and confirms that all other terms of the original agreement remain unchanged. The amendment is effective upon signature by the authorized representatives of the involved parties.

EX-2.5 5 ex2-5.txt AMENDMENT TO MERGER EXHIBIT 2.5 PORTAGY CORP. c/o Harris Cramer LLP 1555 Palm Beach Lakes Boulevard Suite 310 West Palm Beach, FL 33401 July 18, 2006 VIA EMAIL Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, New York 11218 Attention: Mr. Jacob Herskovits, President and Chief Executive Officer Re: Cell Power / Portagy Fourth Amendment to Merger Agreement Dear Mr. Herskovits: This letter agreement amends the Agreement and Plan of Merger among Cell Power Technologies, Inc. ("Cell Power"), Portagy Acquisition Corp. ("PAC") and Portagy Corp. ("Portagy") entered into on March 17, 2006 (the "Agreement"), as amended, in the following respects: 1. The time to consummate the closing shall be extended to July 31, 2006. 2. A copy of the current revised capitalization table is attached as Exhibit A. 3. In all other respects, the Agreement, as amended, is ratified and confirmed. Please execute a copy of this letter agreement and return it to us. Sincerely yours, Charles Wiesel, Chief Executive Officer Cell Power Technologies, Inc. July 18, 2006 Page 2 We hereby agree to the foregoing: CELL POWER TECHNOLOGIES, INC. By: ------------------------------------------- Jacob Herskovits, President and Chief Executive Officer PORTAGY ACQUISITION CORP. By: ------------------------------------------- Jacob Herskovits, President