AMERICAN COMMUNICATIONS ENTERPRISES INC
8-K, EX-2.2, 2000-10-27
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                              EX-2.2
                              Amendement between Tampa Bay Financial and "TBF"



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<PAGE>


                                  AMENDMENT

      THIS AMENDMENT is made and entered into this 6th day of October,  2000, by
and between Tampa Bay  Financial,  Inc., a Florida  corporation,  and Affiliated
Investors  ("TBF"),  and  American  Communications  Enterprises,  Inc., a Nevada
corporation  (the "Company"),  its subsidiaries and certain  Shareholders of the
Company.

                             W I T N E S S E T H:
                             - - - - - - - - - -


      WHEREAS,  the parties have  executed a document  dated  September 22, 2000
titled "Letter of Intent" (the "Agreement"); and

      WHEREAS,  TBF represents a group of investors  desiring to acquire stock
of the Company; and

      WHEREAS, the parties desire to amend the Agreement in certain respects.

      NOW, THEREFORE, the parties hereto agree as follows:

1.  Notwithstanding any provision of the Agreement to the contrary,  the parties
agree that the terms and  provisions of the  Agreement  (as amended  hereby) are
binding in their entirety.

2. The parties agree that the closing of the  transactions  contemplated  by the
Agreement will occur on October 12, 2000. At such time, the  Shareholders  shall
deliver the shares of common stock of the Company  required by the  Agreement to
the escrow agent under the Escrow  Agreement  dated September 22, 2000. TBF will
deliver the sum of $500,000 in immediately  available  funds to the escrow agent
at the times set forth in Section 3 hereof.

3. TBF shall deliver funds to the escrow agent, who shall (i) release funds from
the escrow to the  Shareholders and (ii) release shares of stock from the escrow
to TBF, as follows:

            ----------------------------------------------
                 Date          Shares          Funds

            ----------------------------------------------
            Closing        4,362,500      $125,000
            ----------------------------------------------
            October 20,    4,362,500      $125,000
            2000
            ----------------------------------------------
            October 27,    4,362,500      $125,000
            2000
            ----------------------------------------------
            November 3,    4,362,500      $125,000
            2000
            ----------------------------------------------

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<PAGE>

4.    Except as explicitly  modified  herein,  the  Agreement  shall remain in
full force and effect.

      IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and date first above written.

                                          Tampa Bay Financial, Inc.


                                          By:____________________________


                                          American Communications
                                            Enterprises, Inc.


                                          By:____________________________




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