AMENDMENT TO PLANS OF REORGANIZATION
AND EXCHANGE AND ASSET PURCHASE AGREEMENTS
The undersigned, signatories to those certain plans of
reorganization and exchange and asset purchase agreements (collectively, the
"Agreements"), by and among Zeros & Ones, Inc. (formerly Commercial Labor
Management, Inc.), a Nevada corporation (the "Corporation"), Zeros & Ones,
Inc., a Delaware corporation, Quantum Arts, Inc., a California corporation,
Kidvision, Inc., a California corporation, Wood Ranch Technology Group, Inc.,
a Delaware corporation, EKO Corporation, a Delaware corporation, Polygonal
Research Corporation, a Delaware corporation, and Pillar West Entertainment,
Inc., a California corporation, dated as of July 1, 1999, hereby agree to
amend the Agreements on November 9, 1999, as follows:
1. Kidvision, Inc. is a California corporation, not a Delaware
corporation.
2. The number of shares of the Corporation's Common Stock issued
to Xxxxxxx Xxxxxxx, the sole shareholder of Kidvision, Inc.,
in exchange for 100% of the issued and outstanding stock of
Kidvision, Inc. is 16,000 rather than 500,000.
3. The number of shares of the Corporation's Common Stock issued
to Xxxxxx Xxxxx, the sole shareholder of Zeros & Ones, Inc., a
Delaware corporation, in consideration for 100% of the assets
of Zeros & Ones, Inc., a Delaware corporation, is 512,000
rather than 220,000.
4. The number of shares of the Corporation's Common Stock issued
to Xxxxxxx Xxxxxxx and Xxxxxx Xxxxx, the sole shareholders of
Wood Ranch Technology Group, Inc., in consideration for 100%
of the assets of Wood Ranch Technology Group, Inc. is 500,000
to Xxxxxxx Xxxxxxx and 228,000 rather than 375,000 to Xxxxxx
Xxxxx.
5. The number of shares of the Corporation's Common Stock issued
to Xxxxxx Xxxxxx Xxxxx and Xxxxxx Xxxxx, the sole shareholders
of Polygonal Research Corporation, in consideration for 100%
of the assets of Polygonal Research Corporation is 300,000 to
Xxxxxx Xxxxxx-Xxxxx and 155,000 rather than 300,000 to Xxxxxx
Xxxxx.
6. The number of shares of the Corporation's Common Stock issued
in exchange for 100% of the issued and outstanding common and
preferred stock of Pillar West Entertainment, Inc. will not
exceed 2,380,000 rather than 1,745,000, and the number of
warrants issued in exchange for 100% of the outstanding
preferred stock of Pillar West Entertainment, Inc. will not
exceed 370,000 rather than 320,000.
7. The promissory note, dated July 1, 1999, in the original
principal amount of $87,500 payable by the Corporation to
Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxxxxx, bearing simple
interest at the rate of 10% per annum, will be due and payable
in full on or before January 15, 2000.
8. To date the Corporation has paid $60,000 to Xxxxx Xxxxxxxx on
its obligation to pay a total of $300,000 in cash to Xx.
Xxxxxxxx in connection with the Corporation's acquisition of
Quantum Arts, Inc. The remaining payment of $240,000 payable
to Xxxxx Xxxxxxxx will be payable by the Corporation without
interest in installments of $60,000 each on the fifteenth day
of each month commencing on December 15, 1999.
9. The Corporation will have a positive net stockholders' equity
of at least $5,000,000 on or before June 30, 2000, rather than
within 60 days after the closing of the Agreements (i.e. by
September 29, 1999).
10. The Agreements will remain in full force and effect without
modification except as amended by this Amendment to Plans of
Reorganization and Exchange and Asset Purchase Agreements
IN WITNESS WHEREOF, the undersigned hereby execute this Amendment to
Plans of Reorganization and Exchange and Asset Purchase Agreements in their
same capacity as they executed the original Agreements .
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxx-Xxxxx
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Xxxxxx Xxxxxx-Xxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
/s/ Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
