First Amendment to Plan and Agreement of Reorganization among E-Street Access, Inc., Highland Holdings International, Inc., and Shareholders

Summary

This amendment updates the Plan and Agreement of Reorganization between E-Street Access, Inc., Highland Holdings International, Inc., and certain E-Street shareholders. It clarifies that any change in the majority of Highland's directors at closing must comply with Section 14(f) of the Securities Exchange Act of 1934 and related regulations. The amendment is approved by shareholders holding 70% of E-Street's outstanding shares. The main purpose is to ensure regulatory compliance regarding board changes during the reorganization process.

EX-2.2 4 d26275_ex2-2.txt FIRST AMENDMENT TO THE PLAN Exhibit 2.2 PLAN AND AGREEMENT OF REORGANIZATION First amendment to Plan and Agreement of Reorganization (this "Agreement") entered into on the 29th day of June, 2001, by and among E-STREET ACCESS, INC., a New Jersey corporation ("Street"), HIGHLAND HOLDINGS INTERNATIONAL, INC., a Delaware corporation subject to the reporting requirements imposed pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended ("Highland"), and certain stockholders of Street signatory hereto ("Shareholders" or "Street Shareholders"). 1. Paragraph 7(q) of the Agreement sets forth on Exhibit G, the names of directors of Highland who will take office at the time of closing. The language of the Agreement notwithstanding, it is understood and agreed that no change in the majority of directors shall occur without compliance with Section 14(f) of the Exchange Act of 1934 and any other applicable regulations. IN WITNESS WHEREOF, the parties have duly executed this amendment this 16th day of July, 2001. E-Street Access, Inc. Highland Holdings International, Inc. By: /s/ John Derrico By: /s/ John Demoleas ------------------------------ -------------------------------- John Derrico, President John Demoleas, President THE UNDERSIGNED SHAREHOLDERS OF E-STREET ACCESS, INC., COLLECTIVELY OWN 70% OF THE CURRENTLY OUTSTANDING SHARES OF E-STREET ACCESS, INC., APPROVE OF THE FOREGOING AMENDMENT AND THE TRANSACTION THEREIN DESCRIBED, AND FOR THE LIMITED PURPOSE OF THEIR AGREEMENT TO SECTIONS 7(p). /s/ Joseph Schultz /s/ John Derrico - ------------------------------- ----------------------------- Joseph Schultz John Derrico /s/ Warren B. Minton /s/ Lorraine Schneider - ------------------------------- ----------------------------- Warren B. Minton Lorraine Schneider /s/ Primo Ianieri - ------------------------------- Primo Ianieri