5th Avenue Channel Corp – ‘8-K’ for 3/17/99 – EX-2.2

As of:  Thursday, 3/25/99   ·   For:  3/17/99   ·   Accession #:  950170-99-397   ·   File #:  0-25896

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     19K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,     17     70K 
                          Liquidation or Succession                              
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,      2     12K 
                          Liquidation or Succession                              
 4: EX-10.1     Material Contract                                      9     36K 

EX-2.2   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
Exhibit Table of Contents

EX-2.2
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                                                                     EXHIBIT 2.2

 AMENDMENT TO SHARE EXCHANGE AGREEMENT

        THIS AMENDMENT TO SHARE EXCHANGE AGREEMENT ("THIS AGREEMENT") dated as
of March 8, 1999, is made by and among Tel-Com Wireless Cable TV Corporation, a 
Florida corporation ("TEL-COM"), IBC Partners, a Florida general partnership    
("IBC"), Melvin Rosen ("ROSEN") and Ivana Trump ("MS. TRUMP") to amend the Share
Exchange Agreement by and among such parties, dated February 28, 1999 to be     
effective as of December 10, 1998 (the "AGREEMENT").                            

W I T N E S S E T H:

         WHEREAS, the Agreement contains defined terms that are used herein, and
any such terms used in this Amendment that are not separately defined herein    
shall have the same meaning as in the initial text of the Agreement; and        

      WHEREAS, in entering into the Agreement, the parties hereto intended
that the Sellers would qualify to receive all of the 665,000 Performance Shares 
if in any calendar quarter either the gross revenues of 5th Avenue Channel      
exceed $25,000,000 or the net income of 5th Avenue Channel exceeds $1,000,000,  
notwithstanding that either of such events may occur in the same calendar       
quarter that the gross revenues of 5th Avenue Channel first exceed $10,000,000  
(the "$10,000,000 PLUS QUARTER"), or more than $1,000,000 of net income is      
earned in a calendar quarter prior to the $10,000,000 Plus Quarter; and         

         NOW, THEREFORE, in consideration of the foregoing premises, the payment
of ten dollars ($10.00) by the Sellers to Tel-Com, and other good and valuable  
consideration, the receipt and sufficiency of which are acknowledged, the       
parties hereto agree as follows:                                                

        WHEREAS, in order to conform the Agreement to the aforesaid intention,
the parties hereto agree as follows:                                            

       Section 1 of the Agreement (captioned "EXCHANGE OF SHARES") is hereby
amended to add the following sentence to the end of such Section 1, which new   
sentence hereby is incorporated into and deemed to be a part of such Section 1: 

              If in any calendar quarter the 5th Avenue Channel achieves
                either gross revenues in excess of $25,000,000 or net income
               of excess of $1,000,000, and prior to such calendar quarter
             its gross revenues for a calendar quarter had not been in
                  excess of $10,000,000, all 665,000 Performance Shares shall be
                 transferred from Tel-Com to the Sellers within thirty days of
the close of such quarter.                  

    The Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, and all of which together shall        
constitute one and the same instrument.                                         

EX-2.2
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  IN WITNESS WHEREOF, the parties hereto, individually and through
Tel-Com's duly authorized officer and as all of the partners of IBC Partners    
have executed this Amendment as of the date first written above.                

TEL-COM:                  

            TEL-COM WIRELESS CABLE TV CORPORATION,
A FLORIDA CORPORATION     

By: /S/ MELVIN ROSEN      
                              ------------------------------------------------
                Name:     Melvin Rosen
             Title:    President

SELLERS:                  

                 IBC PARTNERS, A FLORIDA GENERAL PARTNERSHIP

By: /s/ ERIC LEFKOWITZ    
                             -------------------------------------------------
                          Name:    Eric Lefkowitz, partner

By: /s/ IVAN ROTHSTEIN    
                             -------------------------------------------------
                          Name:    Ivan Rothstein, partner

ROSEN:                    

/S/ MELVIN ROSEN          
                          ----------------------------------------------------
Melvin Rosen              

MS. TRUMP                 

/s/ IVANA TRUMP           
                          ----------------------------------------------------
Ivana Trump               

-2- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/25/99
For Period End:		3/17/99							8-K/A
		3/8/99		1
		2/28/99		1
		12/10/98		1
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