AMENDED AGREEMENT AND PLAN OF REORGANIZATION
Agreement made as of the 18th day of December, 1997 by and among Touch
Tone America, Inc., a California corporation, ("Buyer"), ORIX Global
Communications, Inc., a Nevada corporation (the "Company" or "Seller") and
the Shareholders of the Company whose names and addresses are set forth on
the signature page hereof, (the "Shareholders"). Buyer, Seller, Company and
Shareholders are sometimes referred to as "party" or "parties."
The parties entered into an Agreement and Plan of Reorganization dated
August 11, 1997 (the "Agreement") pursuant to which the Shareholders agreed
to sell 1,200 shares of common stock, no par value per share, of the Company,
constituting all the issued and outstanding common stock of the Company (the
"Shares"). The Agreement and Plan of Reorganization was further amended on
November 7, 1997 (the "November 7, 1997 Agreement") in order to substitute
the consideration given by the Buyer for the Shares, as well as condition the
closing of the transaction upon certain terms.
As a result of the Company common stock being delisted from the NASDAQ
SmallCap Market on December 17, 1997, the parties agreed to amend the
November 7, 1997 Agreement as provided below.
NOW THEREFORE, for good and valuable consideration, the parties hereby agree
as follows:
1. Section 1.2 of the November 7, 1997 Agreement is modified to read
henceforth as follows:
" 1.02. SHARES BEING EXCHANGED. Subject to the terms and
conditions of this Agreement, at the Closing, provided for
in Section 2.01 hereof (the "Closing"), Shareholders are
assigning and delivering to Buyer the Shares and Buyer is
acquiring such Shares, free and clear of all liens, claims,
options, charges and encumbrances whatsoever in exchange for
such number of Common Shares of the Buyer's Common Stock to
represent after issuance 80% of all issued and outstanding
shares of the Buyer's Common Stock after giving effect to
all options, warrants or other rights calling for issuances
of Common Shares of the Buyer's Common Stock. As of the date
hereof, 4,561,245 shares of Buyer's Common Stock are issued
and outstanding, and options, warrants or other rights
calling for issuances of 3,265,000 Common Shares of the
Buyer's Common Stock are outstanding.
Accordingly, as of the date hereof, and before giving effect
to any adjustments contemplated under Paragraph 1.04 below,
the number of Common Shares of the Buyer's Common stock
which represent,
after issuance, 80% of all issued and outstanding shares of the
Buyer's Common Stock after giving effect to all options, warrants
or other rights calling for issuances of Common Shares of the
Company currently outstanding, is 31,304,980."
2. All other provisions of the Agreement remain in effect and binding on the
parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
TOUCH TONE AMERICA, INC.
By: /s/ Xx. Xxxxxx X. Xxxxx
--------------------------------
Acting President
ORIX GLOBAL COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------
Xxxxx Xxxxxx, President
