AMENDMENT TO AGREEMENT
FOR EXCHANGE OF STOCK
This Amendment is made this day of October, 1996, by and
between Star Resources, Inc., ICA Marketing Company, L.C. and ICA
B.V.
BACKGROUND INFORMATION
The parties entered an Agreement for Exchange of Stock on October 10,
1996 (the "Agreement"). The Agreement provided that the exchange would occur at
a closing on October 21, 1996, or any other date the parties fix by mutual
consent. The Agreement also contemplated that prior to the closing Star would
amend its Articles of Incorporation. The parties wish to revise the amendment to
the Star's Articles of Incorporation and to delay the closing.
Accordingly, in consideration of the premises and the mutual agreements
set forth below, the parties agree as follows:
SUBSTANTIVE PROVISIONS
1. The third paragraph of the Agreement is amended to read in its
entirety as follows:
"Prior to closing the Exchange, Purchaser will amend its
Certificate of Incorporation and effect a reverse stock split
so that the authorized capitalization of Star consists of
20,000,000 authorized shares of common stock, $.0001 par value
per share, of which there will be 500,000 shares issued and
outstanding and 1,000,000 authorized shares of preferred
stock, par value $.01 per share, of which none will be issued
and outstanding and the name of Purchaser will be Logiphone
Group, Inc. (the 'Amendment')"
and the word "Amendment" as used in the Agreement shall refer to the transaction
described in such third paragraph as revised hereby.
2. The first sentence of Section 1.03 of the Agreement is
amended to read in its entirety as follows:
"1.03. Subject to the conditions precedent set forth in this Agreement and the
other obligations of the parties set forth in this Agreement, the Exchange shall
be consummated at 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, on November
1, 1996, at the hour of 9:00 a.m. or at any other place and date as the parties
fix by mutual consent."
3. Except as amended hereby, the Agreement remains in full force and effect
in accordance with its terms.
STAR RESOURCES, INC. ICA MARKETING COMPANY, L.C.
By: __________________________ By: _________________________
Its: _________________________ Its: ________________________
ICA, B.V.
By: __________________________
Its: _________________________
close agree.ica
