Amendment to Stock Purchase Agreement
Effective June 1, 2000, the stock purchase agreement, dated as of March
10, 2000 (the "Stock Purchase Agreement") between Intellicall, Inc. ("Seller")
and Gotthardfin Limited ("Purchaser") is amended to read as follows:
Further Agreements
Paragraph 5(c) of the Stock Purchase Agreement is deleted in its
entirety and replaced by the following:
(c) 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
By: /s/ Fabio Testori
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Fabio Testori
Authorized Officer
By: /s/ Gabriele Zanetti
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Gabriele Zanietti
Authorized Officer
INTELLICALL, INC.
By: /s/ R. Phillip Boyd
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R. Phillip Boyd
CFO
