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Exhibit 6.3
FIRST AMENDMENT TO
PLAN AND AGREEMENT OF REORGANIZATION
THIS FIRST AMENDMENT TO PLAN AND AGREEMENT OF REORGANIZATION (this
"Amendment") effective as of May 15, 1997 is among Dalescott, Inc., a Delaware
corporation formerly known as Scottsdale Technologies, Inc., Scottsdale
Technologies, Inc., a Delaware corporation formerly known as WO Consulting,
Inc., ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
RECITALS
A. The parties hereto have executed and delivered that certain Plan and
Agreement of Reorganization ("Reorganization Agreement").
B. The parties desire to amend the Reorganization Agreement in certain
respects.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. Any capitalized term not defined herein shall have the
meaning ascribed to such term in the Reorganization Agreement.
2. Amendment to Reorganization Agreement. Section 2.1 of the
Reorganization Agreement is hereby amended to delete the reference to "550,000
shares of Common Stock" and to substitute a reference to "650,000 shares of
Common Stock" in lieu thereof.
3. Counterparts; Effect. This Amendment may be signed in counterparts
and shall be effective only for the specific purposes set forth herein. Except
as modified by this Amendment, the terms covenants and provisions of the
Reorganization Agreement are hereby ratified and confirmed and shall continue in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment on
September 17, 1997 to be effective as of May 15, 1997.
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DALESCOTT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
SCOTTSDALE TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Financial Officer