First Amendment to Agreement and Plan of Merger among Kaire Holdings, Kaire Holdings Acquisition Corp., and Classic Care, Inc.

Summary

This amendment updates the original merger agreement dated April 19, 2000, between Kaire Holdings, Kaire Holdings Acquisition Corp., Classic Care, Inc., and individual parties. It clarifies that if most of Classic Care's business is transferred to a related company controlled by Kaire Holdings, the revenues of that related company will count as Classic Care's revenues for certain purposes in the agreement. All other terms of the original agreement remain unchanged.

EX-2.2 3 0003.txt FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER 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