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EXHIBIT 10.2
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT (the "Amendment") to the Stock Purchase Agreement (the
"Agreement") executed on February 29, 1999, by and between Integrated
Communication Networks, Inc., a Nevada Corporation, at the time of the Agreement
known as Global Access Pagers, Inc., a Nevada Corporation ("GAPI" or "Buyer")
and phoneXchange, Inc., a Delaware Corporation (the "Company"), is set forth
pursuant to Section 11.8 of the Agreement. GAPI and the Company are collectively
referred to as (the "Parties").
SUMMARY SUBJECT TO THIS AMENDMENT
WHEREAS, in accordance with the Agreement, Buyer agreed to purchase 85.14%
of the 10,100,882 outstanding shares of Company's Common Stock (see paragraphs 2
through 4 on page 1 of the Agreement;
WHEREAS, the "Purchase Price" at ("Closing", January 29, 1999), for said
shares of Company's common stock is $6,450,003, subject to adjustments as set
forth within Section 2.2 of the Agreement; and that the Purchase Price shall be
paid in shares of GAPI Common Stock, subject to the stipulations within Section
2.2(a) on page 8 of the Agreement;
WHEREAS, the Parties agreed that GAPI would pay said Purchase Price in two
unequal installments subject to the payment plan as set forth within Sections
2.2(a)(i) and (ii) and 2.2(b) of the Agreement.
WHEREAS, the Parties agreed that the par value of said stock as of February
9, 1999 was $0.001, and that 8,172,439 shares were issued and outstanding:
AMENDMENT
NOW THEREFORE, the Parties agree to amend Section 2, entitled "Sale and
Transfer of Shares; Closing and Section 4.5, entitled "Capitalization," as
follows:
Paragraphs 2.1 and 2.2(a) of the Basic Agreement are deleted and replaced
as follows:
2.1 SHARES. Subject to the terms and conditions of this Agreement, at the
Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer
will purchase the Shares from Sellers.
2.2(a) PURCHASE PRICE. In one lump sum payment, purchase price for said Shares
will be $6,450,003, payable in 921,429 GAPI shares of Common Stock equal
to said purchase price.
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2.2(b) WARRANTS. The Directors and Officers shall cause the issuance of Common
Stock Warrant Purchase Agreements to purchase 921,429 shares of the
Company's Common Stock at a purchase price of $4.50 per share. The
Warrants have a term of five (5) years.
2.2(c) At closing, the 921,429 shares of Common Stock and the Warrants to
purchase Common Stock shall be issued to the following individuals up to
the aggregate amount of shares indicated next to their names:
Name Stock Warrants
---- ----- --------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 487,500 487,500
▇▇▇▇▇ ▇. ▇▇▇▇ 126,786 126,786
▇▇▇▇ ▇. ▇▇▇▇ 126,786 126,786
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 126,786 126,786
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 10,714 10,714
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 10,714 10,714
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 10,714 10,714
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 10,714 10,714
▇▇▇▇▇▇ ▇▇▇▇▇▇ 10,714 10,714
------- -------
921,429 921,429
2.2 Closing is effective as of February 9, 1999.
4.5 Capitalization
The words and figures "par value $0.001 per share, of which 8,172,439
shares are issued and outstanding," are stricken and amended to read,
"par value $0.01 per share, of which 8,172,439 shares are issued and
outstanding on a fully diluted basis."
AGREEMENT
Binding and Effect. The Parties agree that this Amendment to the basic
Agreement is binding and enforceable pursuant to the laws of the State of
California, and that any all terms and conditions of the Agreement affected by
this Amendment shall remain in full force and effect, specifically Section
11.15 of the Agreement entitled "Counterparts."
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IN WITNESS WHEREOF, the parties have executed and delivered this First
Amendment on May 24, 1999.
Buyer:
Integrated Communication Networks, Inc.
A Nevada Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Director
Seller:
phoneXchange, Inc.
A Delaware Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President & CEO
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