Exhibit 10.2.2

                    AMENDMENT TO AGREEMENT AND PLAN OF MERGER

         This Amendment Agreement  ("Amendment"),  is made and entered into this
12th day of April 2006 by and among NEAH POWER SYSTEMS,  INC. (FORMERLY,  GROWTH
MERGERS,  INC.),  a Nevada  corporation  ("NEAH-NEVADA"),  having its  principal
offices  at 22122  20th  Avenue  S.E.,  Bothell,  Washington  98201;  NEAH POWER
SYSTEMS, INC., a Washington corporation ("NEAH");  SUMMIT TRADING LIMITED, a BVI
corporation;  and  SPECIAL  INVESTMENTS  ACQUISITIONS  ASSOCIATES  LLC, a Nevada
limited   liability   company   (collectively,    the   "NEAH-NEVADA   PRINCIPAL
STOCKHOLDERS"). NEAH-NEVADA, NEAH and the NEAH-NEVADA PRINCIPAL STOCKHOLDERS are
hereinafter sometimes collectively referred to as the "PARTIES."

WHEREAS, on March 9, 2006, the Parties consummated the transactions contemplated
by an Agreement and Plan of Merger, dated March 9, 2006 (the "MERGER AGREEMENT")
among the Parties and Growth Acquisition Corp.  ("MERGERCO"),  pursuant to which
Mergerco  was  merged  with and  into  Neah  (the  "MERGER"),  with  Neah as the
surviving corporation of such Merger;

WHEREAS,  it was  the  intention  of the  Parties  and  provided  in the  Merger
Agreement that, upon  consummation of the Merger (a) the "NEAH SECURITY HOLDERS"
(as defined in the Merger Agreement) would own 25% of the "GROWTH  FULLY-DILUTED
COMMON  STOCK" (as  defined n the Merger  Agreement;  (b) all  holders of Growth
Common  Stock and other  securities  of Growth  immediately  prior to the Merger
(other  than the  "GROWTH  PRINCIPAL  STOCKHOLDERS"  (as  defined  n the  Merger
Agreement)) would own 10% of the Growth  Fully-Diluted Common Stock; and (c) the
"SERIES A PREFERRED  CONVERSION  SHARES"  (as  defined in the Merger  Agreement)
issuable to the Growth Principal  Stockholders  upon conversion of the "SERIES A
PREFERRED STOCK" (as defined in the Merger  Agreement) would represent a maximum
of 65% of the  Growth  Fully-Diluted  Common  Stock,  less  the  sum of (i)  the
Novellus Shares (if any), (ii) the Stockholder Loan Shares, and (iii) any shares
of Growth  Common  Stock that are issued or issuable in  connection  with one or
more "GROWTH ADDITIONAL FINANCINGS" (as defined in the Merger Agreement);

WHEREAS,  immediately  after to the Effective Time of the Merger,  excluding the
Series A Conversion Shares, and subsequent to a two-for-one forward stock split,
there were an  aggregate of  10,481,543  shares of Growth  Fully-Diluted  Common
Stock issued and outstanding;

WHEREAS, the parties hereto desire to amend the Merger Agreement, as hereinafter
provided,  to make  the  relative  percentage  ownership  by the  Neah  Security
Holders,  the  Growth  Principal  Stockholders  and the other  holders of Growth
Common Stock of the Growth Fully-Diluted Common Stock consistent with the intent
of the Parties and the stated provisions of the Merger Agreement.

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  agreements
hereinafter set forth,  the Parties hereto  intending to be bound hereby,  it is
agreed as follows:

1.       DEFINITIONS. Unless otherwise separately defined in this Amendment, all
capitalized  terms, when used herein shall have the same meaning as is set forth
in the Merger Agreement.

2.       AMENDMENT TO DEFINITIONS.

         (a)      The  definition of "SERIES A PREFERRED  CONVERSION  SHARES" as
set forth in the  Merger  Agreement,  be and the same  hereby is  deleted in its
entirety and is replaced by the following defined term.

         "SERIES A PREFERRED CONVERSION SHARES shall mean the  maximum number of
shares of GROWTH  Common Stock into which the Series A Preferred  Stock shall be
converted,  being a maximum of (a) sixty-five (65%) of the GROWTH  Fully-Diluted
Common Stock (anticipated to be 68,130,030 shares of GROWTH Common Stock),  LESS
(b) the sum of (i) the  Stockholder  Loan Shares,  and (ii) any shares of GROWTH
Common Stock that are issued or issuable in  connection  with any one or more of
the GROWTH  Financings  aggregating  maximum gross proceeds  (inclusive of gross
proceeds from conversion of any Stockholder  Debt into  Stockholder Loan Shares)
not to exceed $2,000,000 in the aggregate."

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         (b)      the definition of "Novellus Shares" as set forth in the Merger
Agreement, be and the same hereby is, deleted in its entirety.

3.       AMENDMENT  TO  SECTION  1.2(a)(i)  OF  THE  MERGER  AGREEMENT.  Section
1.2(a)(i) of the Merger Agreement setting forth the "Conversion Rate" applicable
to the 7,990,457 shares of NEAH Common Stock issued and outstanding  immediately
prior to the Effective Time of the Merger, be and the same is hereby, deleted in
its entirety, and is replaced by the following Section 1.2(a)(i):

"1.2     CONVERSION OF SECURITIES.

         (a)      CONVERSION  OF NEAH  SECURITIES.  At the  Effective  Time,  by
virtue of the Merger  and  without  any action on the part of GROWTH,  MERGERCO,
NEAH or the holders of any of their respective securities:

                  (i)      Each of the  7,990,457  shares of NEAH  Common  Stock
issued  and  outstanding  immediately  prior  to the  Effective  Time,  shall be
converted into and represent the right to receive,  3.2793941 Merger Shares (the
"CONVERSION  RATE"), or an aggregate of 26,203,858 Merger Shares. All fractional
shares obtained by applying such  conversion  shall be rounded up to the nearest
whole share."

4.       AMENDMENT TO SECTION 3.3(d) OF THE MERGER AGREEMENT.  Section 3.3(d) of
the Merger Agreement,  be and the same hereby is, deleted in its entirety and is
replaced by the Following Section 3.3(d):

         "(d)     Prior to the  Effective  Time of the  Merger,  GROWTH  and the
GROWTH Principal  Stockholders  have entered into the Stock Purchase  Agreement,
pursuant to which such GROWTH Principal  Stockholders  shall purchase  6,500,000
shares of the Series A Preferred Stock from GROWTH. On the Effective Time of the
Merger (i) the GROWTH Principal  Stockholders shall be the record and beneficial
owner of 6,500,000 shares GROWTH Series A Preferred Stock,  convertible into the
Series  A  Preferred  Conversion  Shares  pursuant  to the  Series  A  Preferred
Certificate  of  Designation,   and  (ii)  the  remaining  GROWTH   stockholders
(including  the holders of publicly  traded  shares)  shall own an  aggregate of
10,481,543 shares of Fully-Diluted  GROWTH Common Stock, or such other number of
shares as shall  represent in the  aggregate,  10.0% of the  104,815,431  shares
GROWTH  Fully-Diluted  Common  Stock  to  be  issued  and  issuable  immediately
following the Effective Time of the Merger."

5.       MISCELLANEOUS.

                  Except as specifically amended pursuant to this Amendment, all
of the terms and conditions of the Merger  Agreement  shall remain in full force
and effect and are  incorporated  herein by this  reference as though more fully
set forth herein at length.

IN WITNESS WHEREOF,  the Parties have executed this Amendment,  the day and year
first above written.

ATTEST:                                     NEAH POWER SYSTEMS, INC.
                                            (FORMERLY, GROWTH MERGERS, INC.)
                                            a Nevada corporation


______________________                      By:   /s/ Dr. Daniel Rosen
                                                  --------------------
___________, Secretary                            Dr. Daniel Rosen, Chairman

ATTEST:                                     NEAH POWER SYSTEMS, INC.
                                            a Washington corporation


______________________                      By:   /s/ Paul Abramowitz
Secretary                                         -------------------
                                                  Paul Abramowitz,
                                                  President and CEO

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                                            SUMMIT TRADING LIMITED


                                            By:   /s/ Richard Fixaris
                                                  -------------------
                                                  Richard Fixaris,
                                                  Authorized Signatory

                                            SPECIAL INVESTMENTS ACQUISITIONS
                                            ASSOCIATES LLC


                                            By:   /s/ Paul Abramowitz
                                                  -------------------
                                                  Paul Abramowitz, Manager


The undersigned,  as the former President of Growth Merger, Inc., and as counsel
to the  former  holders of Common  Stock of Growth  Mergers,  Inc.  prior to the
Effective Time of the Merger,  does hereby consent to the foregoing Amendment to
the Merger Agreement.

GROWTH MERGERS, INC.


BY:   /s/ David Otto
      --------------
      David Otto, President

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