ADDENDUM TO MERGER AGREEMENT
This agreement between Masterpiece Technology Group, Inc., a Utah corporation,
as the parties of the first part and Maplecrest Software Development, Inc., a
Connecticut corporation, and its principals Richard Gressett, Robin Hirschfield
and David Allen as parties of the second part is entered into for the purposes
of advancing and resolving outstanding issues regarding the merger of Maplecrest
into Masterpiece and a resolution of other various rights and liabilities among
the various parties hereto.
Stock Transfer
In order to resolve any disagreements, disputes or defaults affecting that
portion of the Maplecrest / Masterpiece merger agreement as the same relates to
stock transfers, the parties agree hereto to modify thier Merger Agreement as
follows.
I
AGREED that 2,344 shares of Maplecrest stock shall be exchanged at a ratio of
1 / 805.46 for 1,888,000 shares of Masterpiece stock, which stock shall be
issued as restricted investment stock, subject to Rule 144, except as may be
otherwise noted below.
II
In accordance with Schedule A annexed, the 1,888,000 shares of stock shall be
disbursed as follows.
59,201 shares (Restricted) & 177,604 shares (Registered) to Maplecrest minority
shareholders
254,728 shares (Restricted) & 764,181 shares (Registered) to Gressett
75,109 shares (Restricted) & 225,328 shares (Registered) to Hirschfield
82,962 shares (Restricted) $ 248,887 shares (Registered) to Allen
Party of the First Part
Masterpiece Technology Group, Inc.
By:
Newell D. Crane, MBA, Ph.D May 1, 2000
Party of the Second Part
Maplecrest
By:
G. Richard Gressett May 1, 2000
By:
Robin H. Hirschfield May 1, 2000
By:
David F. Allen May 1, 2000
