AMENDMENT TO CONVERTIBLE BOND SALE AND PURCHASE AG

Exhibit 10.2

AMENDMENT TO CONVERTIBLE BOND SALE AND PURCHASE

AGREEMENT

This AMENDMENT AGREEMENT is made and entered into on this 17th day of February 2005, by and between Axess Telecom Co., Ltd., a Korean corporation having its registered office at Sungdo Bldg., 9 ^th F1., 587-23, Sinsa-Dong, Gangnam-Gu, Seoul, Korea, 135-747 (the “Company”), and Axesstel, Inc., a Nevada corporation whose address is at 6815 Flanders Drive, Suite 210, San Diego, CA. 92121, U.S.A. (“Purchaser”).

RECITALS

WHEREAS, the Company and the Purchaser are the parties with the Convertible Bond Sale and Purchase Agreement dated February 16, 2005, pursuant to which the Company agreed to issue an