AMENDED AND RESTATED
PRINCIPAL STOCKHOLDER'S ESCROW
AND CONTINGENT STOCK AGREEMENT
This Amended and Restated Principal Stockholder's Escrow and Contingent Stock Agreement (this
"Agreement") is entered into effective as of October 26, 1999, regardless of its date of execution, among
PentaStar Communications, Inc., a Delaware corporation ("PentaStar" or the "Escrow Agent"), OC Mergerco 2,
Inc., a Delaware corporation (the "Acquiror"), and Dennis Schillinger ("Schillinger"), who is the principal
stockholder of ICM Communications Integration, Inc., a Washington corporation ("ICM") (collectively, the
1. The Parties are party to a Principal Stockholder's Escrow and Contingent Stock Agreement dated October
26, 1999 (the "Original Agreement"). The parties are entering into this Agreement for the purpose of amending
and restating the Original Agreement in its entirety effective as of October 26, 1999.
2. PentaStar, the Acquiror, Schillinger and ICM are parties to an agreement and plan of merger dated August 13,
1999, under which ICM will be merged into the Acquiror in a transaction intended to qualify as a tax-free
reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Merger
3. In the Merger Transaction, Schillinger will receive 120,000 shares of PentaStar common stock and $200,000
of cash in return for his shares of ICM.
4. At the time of the Merger Transaction, the value of ICM cannot be determined with certainty.
5. The purpose of this Agreement is to provide for certain adjustments in the amount of stock consideration
Schillinger will receive in the Merger Transaction.
NOW, THEREFORE, the parties to this Agreement agree as follows:
ARTICLE 1: DIRECTIONS
1.1 ESCROWED PROPERTY:
Schillinger will deposit with the Escrow Agent 40,000 shares of PentaStar common stock (the "Shares"), which
will be held by the Escrow Agent in a separate account the sole assets of which will consist of the Shares