AMENDMENT TO STOCK PURCHASE AGREEEMENT
Effective June 1, 2000, the stock purchase agreement, dated as of March
10, 2000 between Intellicall, Inc. ("Seller") and Gotthardfin Limited
("Purchaser") is amended to read as follows:
Further Agreements.
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(c) During the period commencing on the Closing Date and
ending on the one-year anniversary of the Closing Date (the "Option Period"),
Purchaser hereby grants to Seller an option (the "Option") to repurchase all or
any part of the Shares for a purchase price of U.S. $250 per share (subject to
appropriate adjustment for any stock split, stock dividends or the like). The
Option may be exercised by Seller by delivery of written note to Purchaser
indicating the number of Shares to be repurchased and the date to be repurchased
(which date may be no later than thirty (30) days following the date of such
written notice). The repurchase price shall be paid in immediately available
funds, unless otherwise agreed to by Purchaser. The Option shall be assignable
by Seller upon written notice to Purchaser.
(d) Upon an offer from a third party to purchase the ILD
shares, the Purchaser grants the Seller the right of first refusal to match the
offer presented by the third party within 24 hours of receipt of such offer.
EXECUTED as of the date first set forth above.
GOTTHARDFIN LIMITED
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By: /s/ Nicola Mordasini
Title: Vice-Chairman of the Executive Board
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By: /s/ Gabriele Zanetti
Title: Member of Management
INTELLICALL, INC.
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By: /s/ R. Phillip Boyd
Title: CFO
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