EXHIBIT 2.2

                      AMENDMENT NO. 1 TO EXCHANGE AGREEMENT

         This AMENDMENT NO. 1 TO EXCHANGE AGREEMENT (the  "AMENDMENT"),  is made
and entered into as of  September  27,  2005,  by and among Ezcomm  Enterprises,
Inc., a Delaware  corporation  (the  "COMPANY");  Eugene  Science Inc., a Korean
corporation   ("EUGENE");   and  certain   shareholders   of  Eugene  (each,   a
"SHAREHOLDER" and collectively, the "SHAREHOLDERS")


                                    RECITALS:

         A.       The  Company,  Eugene and the  Shareholders  have entered into
that certain  Exchange  Agreement  dated  September  1, 2005 (the  "AGREEMENT"),
pursuant to which the parties agreed to combine the respective businesses of the
Company  and  Eugene by means of the  acquisition  by the  Company of the Eugene
Shares and the  acquisition  by the  Shareholders  of equity  securities  in the
Company,  on the terms and conditions set forth therein.  Capitalized terms used
herein and not otherwise defined shall have the meanings assigned thereto in the
Agreement.

         B.       The Parties desire to amend the provisions of the Agreement on
the terms and conditions set forth herein.

                                   AGREEMENT:

         NOW, THEREFORE,  in consideration of the  representations,  warranties,
covenants and  agreements  contained in this  Amendment,  and for other good and
valuable  consideration,   the  receipt  and  sufficient  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

         1.       AMENDMENT  OF COMPANY  SHARE  RATIO.  The second  sentence  of
Section 1.3 of the Agreement is hereby amended to read to as follows:

         "In exchange for a U.S.  Dollar amount equal to 0.32519  Korean Won per
         Company Share and the  additional  agreements of the  Shareholders  set
         forth  herein,  the Company shall issue to each  Shareholder  9.2253525
         Company Shares (the "COMPANY SHARE RATIO")  multiplied by the number of
         Eugene Shares  acquired by the Company under this  Agreement  from such
         Shareholder."

         2.       RATIFICATION  OF REMAINING  TERMS.  Except as set forth above,
the remaining terms and conditions of the Agreement shall not be amended by this
Amendment  and shall remain in full force and effect,  and binding in accordance
with their respective terms.

         3.       COUNTERPARTS.  This  Amendment  may be executed in one or more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same counterpart.





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth in the first paragraph.




                                   EZCOMM ENTERPRISES, INC.



                                   /S/ PETER BRAUN
                                   ----------------------------
                                   By:  Peter Braun
                                   Its: President


                                   EUGENE SCIENCE INC.



                                   /S/ TONY KIM
                                   ----------------------------
                                   By:  Tony Kim
                                   Its: Authorized Signatory


                                   "SHAREHOLDERS"



                                   By: Eugene Science, Inc., as Attorney-in-Fact



                                   /S/ TONY KIM
                                   ----------------------------
                                   By:  Tony Kim
                                   Its: Authorized Signatory


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