AMENDMENT TO STOCK PURCHASE AGREEMENT
WHEREAS pursuant to the Stock Purchase Agreement dated as of the 28th
day of May, 2001 ("Effective Date") between Lingo Media Inc., formerly known as
Alpha Communications Corp. ("Seller") and 1476848 Ontario Inc. ("Purchaser"),
the Seller agreed to sell and the Purchaser agreed to purchase 44,000,000 issued
and outstanding shares of common stock in the capital of AlphaCom Corporation
("Corporation") for the aggregate sum of CDN$150,000 to be paid and satisfied in
accordance with the provisions of the Stock Purchase Agreement and subject to
the terms and conditions thereof; and
WHEREAS the Corporation is indebted to the Seller with respect to
advances made by the Seller to the Corporation by way of loan since June 2000 in
the sum of US$29,625.00 (the "Debt"), which Debt is disclosed in Schedule 3.09
to the Stock Purchase Agreement; and
WHEREAS the Seller has agreed to forgive the Debt, subject to the
Purchaser agreeing to reduce the number of the Common Stock to be purchased and
sold pursuant to the Stock Purchase Agreement from 44,000,000 Common Stock to
43,290,000 Common Stock; and
WHEREAS the Seller and the Purchaser have agreed to amend the Stock
Purchase Agreement to reflect the foregoing recital as and from the Effective
Date;
NOW THEREFORE THIS AGREEMENT WITNESSTH THAT, for good and valuable
consideration, the parties hereto hereby agree as follows:
1. Definitions
Terms referred and not defined herein shall have the meanings ascribed
thereto in the Stock Purchase Agreement.
2. Amendments
Effective as of the Effective Date:
2.1 Shares
The reference to "44,000,000" in the definition of Shares in the second
recital of the Stock Purchase Agreement is deleted and 43,290,000 substituted.
2.2 Liabilities
Notwithstanding anything to the contrary in the Stock Purchase
Agreement including, without limitation, Section 3.09 thereof, the Seller hereby
forgives the Debt and releases and discharges the Corporation from any and all
obligations to the Seller with respect to the Debt.
3. Reaffirmation of Obligations
The parties hereto each reaffirm their respective covenants,
agreements, warranties and representations under the Stock Purchase Agreement,
and each of the parties confirm their respective covenants, agreements,
warranties and representations remain in full force and effect with respect to
the Stock Purchase Agreement, as hereby amended.
4. No Waiver or Other Amendment
Except as expressly set forth herein, no waiver or other amendment of
any other term, condition, covenant, agreement or any other aspect of the Stock
Purchase Agreement is hereby intended or implied.
5. Effectiveness of Amendment
This amendment shall become effective as of the Effective Date.
6. Counterparts
This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the Effective Date.
Lingo Media Inc.
By:/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President, CEO & Director
1476848 Ontario Inc.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
President & Secretary
