THIRD AMENDMENT TO THE
PLAN AND AGREEMENT OF REORGANIZATION
AMONG
FINANCIAL MEDIA GROUP, INC.,
AND
WALLSTREET DIRECT, INC.
AND
CERTAIN STOCKHOLDERS OF WALLSTREET DIRECT, INC.
THIS THIRD AMENDMENT TO THE PLAN AND AGREEMENT OF REORGANIZATION (the
"Amendment") is dated as of December 22, 2005, among Financial Media Group, Inc.
("FMG"), Wallstreet Direct, Inc. ("Wallstreet") and Certain Stockholders of
Wallstreet Direct Inc. ("Stockholder"). This Amendment amends that certain Plan
and Agreement of Reorganization (the "Agreement") between FMG, Wallstreet and
Stockholder dated September 19, 2005.
RECITALS
A. FMG, Wallstreet and Stockholder signed the Agreement on September 19,
2005.
B. The Agreement provides for the acquisition of Wallstreet by FMG.
C. The parties desire to amend the Agreement to further clarify and ensure
the closing of the transaction.
AMENDMENT
NOW THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged the parties agree to amend the Agreement as follows:
1. Section 12.1(b) is hereby deleted in its entirety and replaced with the
following language:
"If the Closing (as defined in Section 3) has not have taken place
on or prior to January 15, 2006, this Agreement can be terminated upon
written notice given by FMG or WALLSTREET which is not in material
default."
2. Except as hereby amended, the Agreement shall remain in full force and
effect.
[signature page follows]
IN WITNESS WHEREOF, this Amendment has been approved by each of the
parties as of the date first above written.
FINANCIAL MEDIA GROUP, INC.
/s/ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx, President
WALLSTREET DIRECT, INC
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
STOCKHOLDER
/s/ Xxxxxx Xxxxxx
------------------------------------
AMC Capital Group Ltd.
