AMENDMENT NO. 1 TO
AGREEMENT OF MERGER OF JANUARY 26, 2000
BETWEEN STARFEST, INC. AND CONCIERGE, INC.
Starfest, Inc. and Concierge, Inc. amend their Agreement of Merger of
January 26, 2000 as follows:
1. In the second paragraph of Paragraph 1, "78 million shares" is
stricken and "96,957,713 shares" is substituted therefor.
2. The last paragraph of Paragraph 1 is stricken.
3. In Paragraph 3.2, "895,276 shares" is stricken and "1,376,380 shares"
is substituted therefor.
4. The first sentence of Paragraph 3.7 is stricken and the following
sentence is substituted therefor:
Attached hereto as Exhibit 3.7 are audited financial
statements of CONCIERGE for the periods ended June 30, 1998 and
June 30, 1999, an unaudited balance sheet as of March 31, 2000,
and unaudited statements of operations for the interim nine
months ended March 31, 2000 and March 31, 1999 and the period
from inception (September 20, 1996) to March 31, 2000.
5. Paragraph 3.8 is amended to eliminate the name "G. Robert Knauss" and
to add the following names: "F. Patrick Flaherty, Donald V. Fluken, Herbert
Marcus III, Harry F. Camp, David W.
Neibert and Samuel C.H. Wu."
6. The first sentence in Paragraph 7.1 is amended to strike "April 15,
2000" and to substitute "September 30, 2000" therefor.
7. In Paragraph 7.1(e) the number and words "78 million shares" are
stricken in two places and the number and word "96,957,713 shares" are
substituted therefor.
8. In Paragraph 10.1 the words "to register its Common Stock with the
SEC on SEC Form 10-SB and" are stricken.
9. Paragraph 10.3 is stricken.
Dated: August 1, 2000
CONCIERGE, INC. STARFEST, INC.
By /s/ Allen E. Kahn By /s/ Michael Huemmer
------------------------------- ---------------------------------
Allen E. Kahn, President Michael Huemmer, President
Exhibit 2.2
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