AMENDMENT TO AGREEMENT
                              FOR EXCHANGE OF STOCK


         This Amendment is made this     day of October, 1996, by and
between Star Resources, Inc., ICA Marketing Company, L.C. and ICA
B.V.

                             BACKGROUND INFORMATION

         The parties  entered an Agreement  for Exchange of Stock on October 10,
1996 (the "Agreement").  The Agreement provided that the exchange would occur at
a closing on October  21,  1996,  or any other  date the  parties  fix by mutual
consent.  The Agreement also  contemplated  that prior to the closing Star would
amend its Articles of Incorporation. The parties wish to revise the amendment to
the Star's Articles of Incorporation and to delay the closing.

         Accordingly, in consideration of the premises and the mutual agreements
set forth below, the parties agree as follows:

                             SUBSTANTIVE PROVISIONS

1.       The third paragraph of the Agreement is amended to read in its
entirety as follows:

                  "Prior to  closing  the  Exchange,  Purchaser  will  amend its
                  Certificate of Incorporation  and effect a reverse stock split
                  so that the  authorized  capitalization  of Star  consists  of
                  20,000,000 authorized shares of common stock, $.0001 par value
                  per share,  of which there will be 500,000  shares  issued and
                  outstanding  and  1,000,000  authorized  shares  of  preferred
                  stock,  par value $.01 per share, of which none will be issued
                  and  outstanding  and the name of Purchaser  will be Logiphone
                  Group, Inc. (the 'Amendment')"

and the word "Amendment" as used in the Agreement shall refer to the transaction
described in such third paragraph as revised hereby.

2.   The first sentence of Section 1.03 of the Agreement is
amended to read in its entirety as follows:







 "1.03. Subject to the conditions precedent set forth in this Agreement and the 
other obligations of the parties set forth in this Agreement, the Exchange shall
be consummated at 5420 LBJ Freeway, Suite 540, Dallas, Texas 75240, on November 
1, 1996, at the hour of 9:00 a.m. or at any other place and date as the parties 
fix by mutual consent."

3.   Except as amended hereby, the Agreement remains in full force and effect 
in accordance with its terms.

 STAR RESOURCES, INC.                     ICA MARKETING COMPANY, L.C.



By: __________________________             By: _________________________
Its: _________________________             Its: ________________________




ICA, B.V.



By: __________________________
Its: _________________________



close agree.ica