Third Amendment to Plan and Agreement of Reorganization among Financial Media Group, Inc., Wallstreet Direct, Inc., and Certain Stockholders

Summary

This amendment, dated December 22, 2005, updates the original reorganization agreement between Financial Media Group, Inc., Wallstreet Direct, Inc., and certain Wallstreet Direct stockholders. The amendment changes the deadline for closing the acquisition of Wallstreet by FMG to January 15, 2006, allowing either FMG or Wallstreet to terminate the agreement if the closing does not occur by that date, provided the terminating party is not in material default. All other terms of the original agreement remain unchanged.

EX-2.4 3 v033024_ex2-4.txt 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/ Javan Khazali ------------------------------------ Javan Khazali, President WALLSTREET DIRECT, INC /s/ Neeraj S. Iyer ------------------------------------ Neeraj S. Iyer STOCKHOLDER /s/ Albert Aimers ------------------------------------ AMC Capital Group Ltd.