EXHIBIT 2.2
AMENDMENT TO
PLAN AND AGREEMENT OF SHARE EXCHANGE
THE PLAN AND AGREEMENT OF SHARE EXCHANGE ("Agreement") entered into as of
March 2, 2001, by and between Admiralty Corporation, a Georgia corporation
("Admiralty"); Ruby Mining Company, a Colorado corporation ("RMC"); and U.S.
Energy Corp., a Wyoming corporation ("USE"), is amended as of April 6, 2001.
"Section" refers to sections in the Agreement; capitalized terms have the
meanings therein ascribed.
1. The Closing Date under Section 1.02 is changed to not later than
April 19, 2001.
2. The amount of fees payable to USE for its Exchange Services
Agreement under Section 2.02 does not change, but payment terms
are changed to be $100,000 payable at Closing by wire transfer to
USE's bank account, and $225,000 by Admiralty's promissory note,
8% annual interest, secured with Admiralty's assets and
intellectual property. The Parties acknowledge that the initial
$25,000 non- refundable deposit in fact has not been paid as of
the date of the Agreement or this Amendment.
3. Section 1.01(e) is changed to provide that at the Effective Time,
1,684,027 shares of RMC Common Stock (out of the total of
3,664,027 shares of RMC Common Stock currently held by USE) shall
be canceled, and until the promissory note is paid in full, USE
will continue to hold 1,980,000 shares of RMC Common Stock. When
the promissory note is paid in full, another 600,000 shares of
RMC Common Stock shall be canceled, so that the full amount of
2,364,027 shares currently held by USE will have been canceled,
as contemplated in the original Agreement.
4. During the period from the Closing until payment of the
promissory note in full, RMC shall not sell more than 500,000
shares of common stock, and one-half the proceeds of selling that
stock shall be applied by RMC to pay the promissory note.
5. Section 9.07 is amended to provide that delivery of an audit
report on Admiralty's financial statements therein described
shall not be a condition of closing. However, a copy of the audit
report shall be delivered to USE within 45 days of the Closing
Date.
Except as amended by the preceding, the Agreement remains in full force and
effect.
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IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be
executed on its behalf attested by officers thereunto as of the day and year
first above written.
RMC:
RUBY MINING COMPANY
By /s/ Harold F. Heron
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Name Harold F. Herron
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Title Vice President
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ADMIRALTY:
ADMIRALTY CORPORATION
By /s/ Herbert C. Leeming
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Name Herbert C. Leeming
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Title Chairman
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USE:
U.S. ENERGY CORPORATION
By /s/ John L. Larsen
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Name John L. Larsen
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Title CEO
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