AMENDMENT NO. 1 TO
                     AGREEMENT OF MERGER OF JANUARY 26, 2000
                   BETWEEN STARFEST, INC. AND CONCIERGE, INC.


        Starfest, Inc.  and Concierge, Inc.  amend their  Agreement of Merger of
January 26, 2000 as follows:

        1. In the  second  paragraph  of  Paragraph  1, "78  million  shares" is
stricken and "96,957,713 shares" is substituted therefor.

        2. The last paragraph of Paragraph 1 is stricken.

        3. In Paragraph 3.2, "895,276 shares" is stricken and "1,376,380 shares"
is substituted therefor.

        4. The first  sentence of Paragraph  3.7 is stricken  and the  following
sentence is substituted therefor:

                      Attached  hereto  as  Exhibit  3.7 are  audited  financial
               statements  of CONCIERGE  for the periods ended June 30, 1998 and
               June 30, 1999,  an unaudited  balance sheet as of March 31, 2000,
               and  unaudited  statements  of  operations  for the interim  nine
               months  ended  March 31,  2000 and March 31,  1999 and the period
               from inception (September 20, 1996) to March 31, 2000.

        5. Paragraph 3.8 is amended to eliminate the name "G. Robert Knauss" and
to add the following  names:  "F. Patrick  Flaherty,  Donald V. Fluken,  Herbert
Marcus III, Harry F. Camp, David W.
Neibert and Samuel C.H. Wu."

        6. The first  sentence in Paragraph  7.1 is amended to strike "April 15,
2000" and to substitute "September 30, 2000" therefor.

        7. In  Paragraph  7.1(e) the number and words "78  million  shares"  are
stricken  in two  places  and  the  number  and  word  "96,957,713  shares"  are
substituted therefor.

        8. In  Paragraph  10.1 the words "to  register its Common Stock with the
SEC on SEC Form 10-SB and" are stricken.

        9. Paragraph 10.3 is stricken.


Dated:         August 1, 2000


CONCIERGE, INC.                             STARFEST, INC.


By /s/ Allen E. Kahn                        By /s/ Michael Huemmer
   -------------------------------             ---------------------------------
   Allen E. Kahn, President                    Michael Huemmer, President



                                                                     Exhibit 2.2
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