1
EXHIBIT 1
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This Agreement dated April 22, 1999 by and between Clean Earth, Inc., a Delaware
corporation (hereinafter "CEI") and Xxxxx X. Xxxxxxx, Xx., Xxxxxxx Xxxxxxx,
Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx, Xx.(collectively the "Xxxxxxx'x")
WHEREAS, on or about January 12, 1999 CEI entered into an Agreement and Plan of
Reorganization with the Xxxxxxx'x ("Merger Agreement") to merge with Brass
Investment Company, and
WHEREAS, the parties Closed the above transaction on or about March 23, 1999,
and
WHEREAS, it was the clear intention of the parties that the Merger Agreement be
a tax free reorganization, and
WHEREAS, through mutual mistake the allocation of stock, cash and warrants as
existed in the Merger Agreement may, questionably, destroy the tax free nature
that was intended by the parties, and
WHEREAS, the parties desire to reallocate the amount of stock and warrants to
clearly have the Merger Agreement meet the original intent of the parties;
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
made by each of the parties, the parties agree to amend the Merger Agreement as
follows:
1. Section 2.1 (b) shall be amended to two million shares to be allocated as set
forth on Exhibit A hereto.
2. Section 2.1 (d) shall be amended to provide Xxxxx X. Xxxxxxx, Xx., Xxxxxxx
Xxxxxxx, Xxxxx Xxxxxxx, Xx. and Xxxxxx Xxxxxxx with warrants to purchase five
hundred thousand shares of common stock of U.S. Plastic Lumber Corp. at an
exercise price equal to $6.00 per share.
3. All other provisions of the Merger Agreement shall remain unchanged and
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto set their hand and seal on this 22nd day
of April, 1999.
Clean Earth, Inc.:
/s/ Xxxxx X. Xxxxxxx
---------------------- ---------------------------------
Xxxxx X. Xxxxxxx, Secretary
/s/ Xxxxx X. Xxxxxxx, Xx.
---------------------- ---------------------------------
Xxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxxx Xxxxxxx
---------------------- ---------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
---------------------- ---------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx, Xx.
---------------------- ---------------------------------
Xxxxx Xxxxxxx, Xx.
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EXHIBIT A
ALLOCATION OF SHARES
BRASS INVESTMENT CO.
SHARES WARRANTS
------ --------
Xxxxx X. Xxxxxxx, Xx. 1,800,000 shares 450,000
Xxxxxxx Xxxxxxx 100,000 shares 25,000
Xxxxxx Xxxxxxx 50,000 shares 12,500
Xxxxx Xxxxxxx, Xx. 50,000 shares 12,500
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