ADDENDUM TO STOCK PURCHASE AGREEMENT
This is an addendum to that certain Stock Purchase Agreement
dated as of November 10, 2000, by and between and among
CALIFORNIA SOFTWARE CORPORATION ("Buyer"), UNIBOL LTD.
("Company"), UNICOMP COMPUTING GROUP LTD. ("Shareholder") and
UNICOMP, INC. ("Parent"), said Stock Purchase Agreement being
herein called the Agreement.
The parties to the Agreement desire to amend the Agreement
as set forth herein (Section references are to the specifically
identified sections in the Agreement).
1. The name of the "Shareholder" in the beginning of the STOCK
PURCHASE AGREEMENT should be changed from "ICS COMPUTING GROUP
LTD." to "UNICOMP COMPUTING GROUP LTD.".
2. Section 2.1(c) of the Agreement is hereby amended by
deleting the phrase, "which payment shall be expressly
conditioned upon the execution, delivery, and closing of the
Merger Agreement between Parent and Buyer." and inserting in lieu
thereof the phrase, "if the Merger Agreement has not been
executed, delivered and closed within six (6) months after the
Closing Date.
3. In the introduction to Section 3, after the words,
"Disclosure Schedule", the following parenthetical phrase shall
be inserted, "(which, notwithstanding anything to the contrary
set forth herein, may be delivered to Buyer within thirty (30)
days after the Closing Date)".
4. Section 4.5 is hereby amended by adding the following to the
end thereof, "and shall not be resold or otherwise disposed of by
Buyer for a period of not less than one year after the Closing
Date".
5. Section 5.1 is hereby deleted.
6. Section 5.9 is hereby amended by deleting the phrase
"simultaneously with this Agreement", and inserting in lieu
thereof, "mutually agreeable to the parties within thirty (30)
days after the Closing Date".
7. A new Section 5.10 is hereby added, as follows: "Buyer shall
cause Stephen A. Hafer to continue to serve on the Board of the
Company, and to serve as its Chairman and Chief Executive
Officer, for a period of not less than six (6) months after the
Closing Date. Mr. Hafer is further hereby granted the sole and
exclusive right to vote the outstanding shares of the Company for
such period of time." Section 9.1(g) is hereby deleted.
8. Except as hereby amended, the Agreement shall be unchanged
and in full force and effect.
In witness whereof, the parties have executed this Addendum as of
November 10, 2000.
CALIFORNIA SOFTWARE UNICOMP, Inc. Unibol, LTD
CORPORATION
/s/ R. Bruce Acacio /s/ S.A. Hafer /s/ S.A. Hafer
R. Bruce Acacio S.A. Hafer S.A. Hafer
CEO and Chairman of the CEO and Chairman Chairman
Board of the Board of the Board
UNICOMP COMPUTING GROUP LTD.
/s/ S.A. Hafer
S.A. Hafer
Chairman of the Board
