Fill and Sign the First Amendment Form

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT (the "Amendment") to the Stock Purchase Agreement (the "Agreement") executed on February 29, 1999, by and between Integrated Communication Networks, Inc., a Nevada Corporation, at the time of the Agreement known as Global Access Pagers, Inc., a Nevada Corporation ("GAPI" or "Buyer") and phoneXchange, Inc., a Delaware Corporation (the "Company"), is set forth pursuant to Section 11.8 of the Agreement. GAPI and the Company are collectively referred to as (the "Parties"). SUMMARY SUBJECT TO THIS AMENDMENT WHEREAS, in accordance with the Agreement, Buyer agreed to purchase 85.14% of the 10,100,882 outstanding shares of Company's Common Stock (see paragraphs 2 through 4 on page 1 of the Agreement; WHEREAS, the "Purchase Price" at ("Closing", January 29, 1999), for said shares of Company's common stock is $6,450,003, subject to adjustments as set forth within Section 2.2 of the Agreement; and that the Purchase Price shall be paid in shares of GAPI Common Stock, subject to the stipulations within Section 2.2(a) on page 8 of the Agreement; WHEREAS, the Parties agreed that GAPI would pay said Purchase Price in two unequal installments subject to the payment plan as set forth within Sections 2.2(a)(i) and (ii) and 2.2(b) of the Agreement. WHEREAS, the Parties agreed that the par value of said stock as of February 9, 1999 was $0.001, and that 8,172,439 shares were issued and outstanding: AMENDMENT NOW THEREFORE, the Parties agree to amend Section 2, entitled "Sale and Transfer of Shares; Closing and Section 4.5, entitled "Capitalization," as follows: Paragraphs 2.1 and 2.2(a) of the Basic Agreement are deleted and replaced as follows: 2.1 SHARES. Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers. 2.2(a) PURCHASE PRICE. In one lump sum payment, purchase price for said Shares will be $6,450,003, payable in 921,429 GAPI shares of Common Stock equal to said purchase price. Page 1 of 3 First Amendment to Stock Purchase Agreement 2 2.2(b) WARRANTS. The Directors and Officers shall cause the issuance of Common Stock Warrant Purchase Agreements to purchase 921,429 shares of the Company's Common Stock at a purchase price of $4.50 per share. The Warrants have a term of five (5) years. 2.2(c) At closing, the 921,429 shares of Common Stock and the Warrants to purchase Common Stock shall be issued to the following individuals up to the aggregate amount of shares indicated next to their names: Name Stock Warrants - ---- ----- -------- David J. Chadwick 487,500 487,500 James E. Rott 126,786 126,786 Paul E. Hyde 126,786 126,786 Gary L. Killoran 126,786 126,786 Mike W. DuBrock 10,714 10,714 Anna Marie Yates 10,714 10,714 John C. Gurthrie 10,714 10,714 Adrian A. Merril 10,714 10,714 Thomas Nelson 10,714 10,714 ------- ------- 921,429 921,429 2.2 Closing is effective as of February 9, 1999. 4.5 Capitalization The words and figures "par value $0.001 per share, of which 8,172,439 shares are issued and outstanding," are stricken and amended to read, "par value $0.01 per share, of which 8,172,439 shares are issued and outstanding on a fully diluted basis." AGREEMENT Binding and Effect. The Parties agree that this Amendment to the basic Agreement is binding and enforceable pursuant to the laws of the State of California, and that any all terms and conditions of the Agreement affected by this Amendment shall remain in full force and effect, specifically Section 11.15 of the Agreement entitled "Counterparts." Page 2 of 3 First Amendment to Stock Purchase Agreement 3 IN WITNESS WHEREOF, the parties have executed and delivered this First Amendment on May 24, 1999. Buyer: Integrated Communication Networks, Inc. A Nevada Corporation By: /s/ CHARLES MCGUIRK ------------------------------------ Charles McGuirk, Director Seller: phoneXchange, Inc. A Delaware Corporation By: /s/ DAVID J. CHADWICK ------------------------------------ David J. Chadwick President & CEO Page 3 of 3 First Amendment to Stock Purchase Agreement