0001362310-09-002575 Sample Contracts

SECOND AMENDMENT OF PURCHASE AGREEMENT
Of Purchase Agreement • February 20th, 2009 • International Consolidated Companies, Inc. • Services-advertising

This Second Amendment of Share Purchase Agreement (the “Amendment”) is made as of January 31, 2009 by and between Stuart Discount (“SELLER”), Telestar Acquisition Corporation, a Pennsylvania Corporation and Tele-Response Center, Inc., a Tennessee Corporation (collectively hereinafter “121DR” or “Company”) and International Consolidated Companies, Inc., a Florida corporation (“BUYER”).

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FIRST AMENDMENT OF PURCHASE AGREEMENT
First Amendment of Purchase Agreement • February 20th, 2009 • International Consolidated Companies, Inc. • Services-advertising

This First Amendment of Share Purchase Agreement (the “Amendment”) is made as of January 1, 2009 by and between Stuart Discount (“SELLER”), Telestar Acquisition Corporation, a Pennsylvania Corporation and Tele-Response Center, Inc., a Tennessee Corporation (collectively hereinafter “121DR” or “Company”) and International Consolidated Companies, Inc., a Florida corporation (“BUYER”).

CONSENT, AMENDMENT AND JOINDER AGREEMENT
And Joinder Agreement • February 20th, 2009 • International Consolidated Companies, Inc. • Services-advertising • New York

THIS CONSENT, AMENDMENT AND JOINDER AGREEMENT (this “Amendment”) is entered into as of February 13, 2009 by and among ACCESS CAPITAL, INC. (“Access Capital”), TELESTAR MARKETING, INC. (f/k/a Telestar Acquisition Corporation) (“Company”), TELE-RESPONSE CENTER, INC. (“TRC”) and INTERNATIONAL CONSOLIDATED COMPANIES, INC. (“ICCI” and together with TRC, each a “Joinder Party” and collectively, the “Joinder Parties”).

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