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ADDENDUM TO STOCK PURCHASE AGREEMENT
This is an addendum to that certain Stock Purchase Agreement dated as of
November 10, 2000, by 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 therof,
"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
By By By
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UNICOMP COMPUTING GROUP LTD
By
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