Sample Business Contracts

Agreement and Plan of Reorganization [Amendment No. 1] - Research Engineers Inc. and ADLPipe Inc.

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                                AMENDMENT No. 1



The Agreement and Plan of reorganization dated March 8, 1996 (the "Agreement")
by and among Research Engineers, Inc. ("REI") and ADLPipe, Inc. and Chiin-Kun
Hou ("Hou") and Peter E. Lewis ("Lewis") is hereby amended by this Amendment No.
1 as of December 20, 1996 (the "Amendment"), as follows:

Article 7.2 of the Agreement is amended to extend until December 20, 1997, the
right of Hou and Lewis, by written notice to REI, to demand that REI repurchase
the 26,290 shares of Common Stock of REI received by them pursuant to the
Agreement for an aggregate repurchase price of Two Hundred Thousand Dollars
($200,000) (One Hundred Thousand Dollars ($100,000) for each of Hou and Lewis).
Should either or both of Hou and Lewis exercise this right of redemption set
forth above, the closing of said redemption shall take place no later than
thirty (30) days after the date of said written notice.

The foregoing not withstanding, if at any time between the date hereof and
December 20, 1997 Hou and Lewis are eligible to transfer their shares of REI
Common Stock pursuant to Rule 144 under the Securities Act of 1933, as amended,
and the closing price of REI's Common Stock as quoted on NASDAQ exceeds 7.60 per
share, the repurchase rights set forth in Article 7.2 of the Agreement shall
terminate as of such date.

Except as amended by this Amendment, Agreement shall continue in full force and
effect as originally constituted and is ratified and affirmed by the parties

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1
as of December 20, 1996.



/S/ Amrit K. Das
Amrit K. Das, President

/S/ Chiin - Kun Hou
Chiin - Kun Hou

/S/ Peter E. Lewis
Peter E. Lewis