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                                                                     EXHIBIT 2.2


                              AMENDED AND RESTATED
                    STOCK PURCHASE AND SHAREHOLDERS AGREEMENT

       THIS AMENDED AND RESTATED STOCK PURCHASE AND SHAREHOLDERS AGREEMENT (the
"Agreement"), entered into as of the 30th day of December, 1998, by and among
Gerard R. Bernier (the "Purchaser"), Joel P. Sens (the "Seller") and Lawrence
Grimes, Kenneth Brochin, David Grossman and Jeffrey Sens (collectively referred
to as the "Seller's Associates") and Next Generation Media Corp., a Nevada
corporation ("NexGen").

                                   WITNESSETH:

       WHEREAS, the parties hereto executed a Stock Purchase and Shareholders
Agreement dated as of May 12, 1998 (the "Prior Agreement"); and

       WHEREAS, Seller was at the time of the Prior Agreement the majority and
controlling stockholder; and

       WHEREAS, Seller's Associates are also stockholder's in or Officers or
Directors of NexGen; and

       WHEREAS, NexGen is entering into an amended and restated definitive
agreement to acquire United Marketing Solutions, Inc., a Virginia corporation
(referred to herein as "United" and the "United Acquisition"), whose current
President and Chief Executive Officer is the Purchaser; and

       WHEREAS, Seller and Seller's Associates are desirous of inducing
Purchaser, in connection with the United Acquisition, to continue as the
President and Chief Executive Officer of United and to assume the office of
director and Chief Executive Officer of NexGen and for such purposes are
desirous of entering into this agreement; and

       WHEREAS, Seller owned, of record and beneficially, 2,045,929 shares of
the issued and outstanding shares of common stock, par value $0.01 per share, of
NexGen ("NexGen Common"), representing Sixty-Four and 9/10ths percent (64.9%) of
the issued and outstanding shares of common stock (computed on a fully diluted
basis) as of the date of the Prior Agreement; and

       WHEREAS, the parties hereto wish to amend and restate that Prior
Agreement to take into account certain changes in the proposed United
Acquisition transaction that affect Seller, Purchaser and NexGen.

       NOW THEREFORE, in consideration of the mutual promises and
representations herein set forth and for other good and valuable consideration,
the parties agree as follows:

1. Sale and Transfer of Shares: Upon and subject to the terms and conditions set
   forth in this Agreement and the Prior Agreement, Seller has sold to Purchaser
   Nine Hundred Thirty-Five Thousand (935,000) shares of NexGen Common owned by
   Seller (the "Shares").

2. Purchase Price: Subject to the terms and conditions of the Prior Agreement
   and this Agreement, in reliance upon the representations, warranties and
   agreements of Seller and Seller's Associates contained herein, and in
   consideration of the aforesaid sale, assignment and delivery of the Shares,
   Purchaser has paid to Seller the amount of One Hundred Fifty-Six Thousand,
   One Hundred Forty-Five and No/100 Dollars ($156,145) (the "Purchase Price")
   in the form of a Non-Recourse Secured Promissory Note, payable in twenty-four
   (24) equal installments of principal and interest (the "Purchaser's Note").
   The Purchaser's Note bears interest at the rate of 5.83% per annum. Since the
   execution of the


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   Prior Agreement, the Purchaser's Note was transferred by Seller to NexGen in
   satisfaction of $156,145 of that certain note from Seller to NexGen in the
   principal amount of $359,050 ("Seller's Note") that is secured by certain of
   Seller's common stock in NexGen, including the Shares.

3. Closing: The purchase and sale of the Shares (the "Closing") took place
   pursuant to the Prior Agreement. Prior to the Closing, Seller's Associates,
   as directors of NexGen, caused the NexGen approval recited in paragraph
   13(b)(4) hereof to have been obtained to consummate the transactions
   contemplated in the Prior Agreement and in this Agreement. At Closing, Seller
   delivered to Purchaser all certificates representing the Shares, properly
   endorsed or accompanied by stock powers duly executed in blank for transfer
   on the books of NexGen.

4. Resignations and Management Participation Upon Closing: Upon Closing, Seller
   delivered to Purchaser a written resignation of Seller as a director and
   Officer of NexGen. Seller further represents and warrants that, upon Closing,
   he relinquished all rights, in any capacity whatsoever, to participate in the
   management, operation, conduct or control of NexGen and its subsidiaries'
   day-to-day operations, without the specific authorization of Purchaser.

5. Appointment and Election of Purchaser as Director and President: Upon the
   effective date of the United Acquisition (the "United Closing Date"), Seller,
   Seller's Associates shall cause Purchaser to be elected as a director of
   NexGen and appointed as NexGen's President and Chief Executive Officer
   ("CEO"). As compensation for agreeing to assume the office of NexGen's
   President and Chief Executive Officer, Seller's Associates have caused NexGen
   to issue Purchaser options to purchase 150,000 shares of NexGen common stock
   at an exercise price of $.50 per share valid for ten years from the date of
   issue. Seller's and Seller's Associates' agreements to cause Purchaser to be
   appointed or elected as a director and CEO of NexGen, as set forth in this
   paragraph 5, shall continue in full force and effect so long as Purchaser is
   employed by or engaged as a consultant of NexGen or United.

6. Purchaser as Consultant: To facilitate an efficient implementation of the
   NexGen/United business plan, Seller's Associates have caused Purchaser to be
   appointed a consultant to NexGen contemporaneous with the execution of the
   Prior Agreement until the United Closing Date. As compensation for and to
   induce Purchaser to accept such appointment as consultant, Seller's
   Associates shall cause NexGen to cancel and forgive the Purchaser's Note as
   of the date of this Agreement and to pay to Purchaser, compensation in an
   amount equal to the income tax obligations incurred by Purchaser as a
   consequence of the aforesaid cancellation and forgiveness of Purchaser's Note
   prior to the date such tax obligation becomes due. The parties confirm as
   correct the method utilized by NexGen's independent auditors to compute such
   tax obligations as set forth in Exhibit B hereto. As such consultant,
   Purchaser shall oversee the prompt implementation of all preparatory actions
   contemplated in the NexGen/United business plan approved by the NexGen Board
   of Directors.

7. Appointment and Election of Additional Directors; Insurance: In addition to
   the provisions of Paragraph 5 hereof, the parties hereto agree that the
   NexGen Board of Directors shall have five seats, one of which became vacant
   because of the resignation of Seller. Seller's Associates shall (i) cause
   three additional directors from among the Seller's Associates to resign by
   the United Closing Date; (ii) appoint and elect two designees of Purchaser as
   directors by the United Closing Date; (iii) cause a designee of the holders
   of the NexGen Series A Preferred Stock to be appointed and elected as a
   director (the "Series A Director") prior to the United Closing Date; and (iv)
   appoint and elect a person mutually selected by the holders of the NexGen
   Series A Preferred Stock and Purchaser as an


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   independent director, initially identified hereby as Mr. Steven Kronzek (the
   "Independent Director") by the United Closing Date. As and when the Series A
   Preferred Stock is redeemed or converted to NexGen common stock and the
   rights of the holders thereof to nominate and elect the Series A Director
   have been terminated, the parties agree (i) to seek the resignation of the
   Series A Director and the Independent Director; (ii) to appoint and elect a
   designee of Seller as a director to fill the vacancy created by the
   resignation of the Series A Director; and (iii) to then mutually select an
   agreed upon independent director to replace the Independent Director. In
   addition, Purchaser and Seller agree to cause NexGen to obtain directors' and
   officers' insurance no later than as and when the common stock of NexGen is
   listed on any stock exchange. The parties' agreements, as set forth in this
   paragraph 7, shall continue in full force and effect so long as Purchaser is
   employed by NexGen or United. The parties hereto agree to vote their shares
   of stock in NexGen, if necessary, at any shareholder meeting in order to
   effectuate the purposes of this paragraph 7.

8. Cancellation of Debt: Pursuant to the Prior Agreement, Seller and Seller's
   Associates agreed to the following cancellations of indebtedness between each
   of Seller and Seller's Associates and NexGen:

              (a)    Seller owed $202,905 plus accrued interest on the Seller's
                     Note upon transfer of the Shares to Purchaser. NexGen owed
                     Seller $37,198.91 in working capital advanced by Seller.
                     Seller and NexGen netted these obligations in the amount of
                     $15,000, resulting in outstanding debts of $187,905 owed by
                     Seller to NexGen and $22,198.91 owed by NexGen to Seller.
                     In satisfaction of NexGen's debt to Seller, Seller accepted
                     NexGen common stock in lieu of payment at a sale price of
                     $0.334 per share, resulting in the issuance (rounded to the
                     nearest whole share) of 66,464 shares of NexGen common
                     stock to Seller. NexGen, in recognition of Seller's
                     contribution to the business forgave $152,905 of Seller's
                     debt to NexGen and shall pay to Seller as a special bonus,
                     cash in an amount sufficient for Seller to pay income tax
                     due on this cancellation of indebtedness prior to the date
                     such obligation become due. Seller then owed NexGen $35,000
                     remaining on Seller's Note.

              (b)    NexGen owed Kenneth Brochin, one of Seller's Associates
                     ("Brochin"), $35,000 in working capital advanced by
                     Brochin. Brochin agreed to and has accepted, in payment of
                     NexGen's debt to him, transfer of the remaining balance of
                     Seller's Note in the amount of $35,000.

              (c)    NexGen owed Lawrence Grimes, one of Seller's Associates,
                     and W.B. Grimes & Co. (collectively, "Grimes"), $6,255 in
                     working capital and $17,500 in commissions, respectively.
                     Grimes agreed to and has released NexGen from such
                     obligations which such obligations Seller agreed to assume
                     and for which Seller exchanged such debt for 71,123 shares
                     of NexGen common stock.

9. Capital Infusion/Lock Up Agreement/Payment of Certain NexGen Obligations:

              (a)    Seller agrees to cause additional working capital in the
sum of $210,000 to be obtained as a result of equity investments in NexGen, at a
minimum price of $1.00 per share, prior to the United Closing Date.
Alternatively, Seller may make a no-interest loan to NexGen in said amount,
repayable only as and when such capital, together with additional capital
necessary to pay the costs incurred in connection with the United Acquisition
are also obtained. The proceeds of raising such capital or loan of $210,000


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shall be loaned to Unico on the same terms provided for in Section 6.15 of the
Stock Purchase Agreement and Plan of Merger executed contemporaneously herewith
for working capital referred to in such Section 6.15. In the event that Seller
fails to obtain the $210,000 in equity capital or make the loan described herein
within the time recited, then Seller shall surrender to NexGen shares of NexGen
common stock that he owns equal to the deficiency, valuing such shares for
purposes hereof at $0.50 per share. Purchaser shall have the option to purchase
such shares from NexGen at the aforesaid price of $0.50 per share. Purchaser
agrees to accept that Seller has satisfied the obligations of this Section 9(a)
in an amount equal to $170,000 in the form of a loan from NexGen to Unico, and
that Seller's remaining obligation under this Section 9(a) is in an amount of
$40,000; provided, however that the crediting of $170,000 against Seller's
obligation to provide additional working capital is expressly contingent upon:

                     (1)    Seller furnishing the additional $40,000 in working
       capital as required by this paragraph 9(a) prior to the effective date of
       the United Acquisition; and

                     (2)    Seller obtains the written agreement of the holder
       of NexGen's promissory note for $170,000 issued in connection with the
       obtaining the funds described above, to extend the date by which such
       note shall be paid to a date after each and all of the obligations listed
       on Exhibit C hereto have been paid in full.

              (b)    Seller represents and warrants that:

                     (1)    Upon the execution of this Agreement, Seller shall
                            own 1,098,272 shares of NexGen common stock.

                     (2)    Except as provided for in subparagraph 9(b)(3),
                            Seller shall not sell, transfer or otherwise dispose
                            of any of Seller's NexGen common stock until the
                            earlier of (i) two years from the Closing and (ii)
                            the time when all of the 250,000 shares of NexGen's
                            Series A Preferred stock and 70,000 shares of Series
                            B Preferred stock issued in connection with the
                            United Acquisition are either redeemed or converted
                            to common stock.

                     (3)    Notwithstanding subparagraph 9(b)(2), Seller may
                            sell up to (i) 150,244 shares of NexGen common stock
                            held by Seller to the persons and in the amounts
                            provided for in Exhibit A hereto (which such
                            transactions have already taken place) and (ii)
                            250,000 shares of NexGen common stock held by Seller
                            in private transactions and in compliance with
                            applicable securities laws; provided, that Seller
                            may not sell any of the stock provided for in
                            subparagraph 9(b)(3)(ii) until the payment of
                            certain debts owed by NexGen's subsidiary,
                            Independent News Inc. ("INI"), consisting of $15,000
                            owed by INI to a former employee of INI for advances
                            made on the former employee's American Express card
                            and additional debt in the amount of approximately
                            $6,000 owed by INI to a current employee of INI for
                            advances made on the employee's American Express
                            card (collectively, the "INI Debt"); and, provided,
                            further, that Seller may use the proceeds of the
                            sale of stock provided for in subparagraph
                            9(b)(3)(ii) to lend


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                            to NexGen an amount sufficient to pay the INI Debt.

              (c)    Seller covenants that Seller shall be responsible for
providing sufficient funds, through a sale of Seller's NexGen common stock as
provided for in subparagraph 9(b)(3), through a loan by Seller to NexGen or by
causing NexGen to sell newly issued common stock (at a price no less than $1.00
per share), to cause NexGen to pay the INI Debt within 30 days of the execution
of this Agreement and thereafter up to $50,000 of existing NexGen legal fees.
Any funds advanced to NexGen by Seller to pay the INI Debt or the existing legal
fees shall be evidenced by a note from NexGen to Seller to provide for repayment
of the funds advanced plus interest. Principal and interest shall be due at the
time of repayment which shall be the earlier of (i) two years from the Closing
or (ii) the time when all of the 250,000 shares of NexGen's Series A Preferred
stock and 70,000 shares of Series B Preferred stock issued in connection with
the United Acquisition is either redeemed or converted to common stock. The note
shall bear interest at the applicable federal rate as provided for in section
1274(d) of the Internal Revenue Code, as amended, based on the term of the note,
as determined at the time of repayment. In lieu of such payment, Seller may
elect to receive NexGen Common stock at an exchange rate equal to the sale price
Seller obtained for his stock.

              (d)    Notwithstanding the provisions of Paragraph 9(c) above,
Purchaser agrees that Seller may provide for the payment of the INI Debt and the
existing legal fees of NexGen contemporaneous with the provision of $210,000 in
working capital to United by causing NexGen to sell newly issued shares of
common stock at a price no less than $1.00 per share, provided however, that the
proceeds of such sales shall be applied: 1st to the payment of the INI Debt, 2nd
to the $210,000 in working capital to United (of which and subject to the
conditions of paragraph 9(c)1) and (2) hereof, $170,000 has already been
provided), 3rd to the payment of NexGen's obligations pursuant to the Merger
Agreement, and 4th to the aforesaid legal fees.

10.Representations and Warranties of Seller and Seller's Associates: Seller and
   Seller's Associates represents and warrants to Purchaser as follows:

              (a)    As of the date hereof, Seller's ownership of NexGen stock
                     is and shall be as set forth in the Recitals and Paragraph
                     1 hereof.

              (b)    Seller acquired the Shares for investment for his own
                     account and his own beneficial interest and not for the
                     account or interest of any other person or persons and had,
                     at the time he acquired the Shares, no present intention of
                     reselling or otherwise distributing the Shares, but rather
                     intended to hold the Shares as a long-term investment.
                     Seller has not offered or agreed to sell his Shares through
                     any advertisement or general solicitation, instrumentality
                     of interstate commerce or the mail.

              (c)    Seller and Seller's Associates have the power and authority
                     to execute, deliver and perform this Agreement and to
                     consummate the transaction intended hereby. This Agreement
                     and all such other agreements and obligations entered into
                     and undertaken in connection with the transaction
                     contemplated hereby, constitute the valid and legally
                     binding obligations of Seller and Seller's Associates,
                     enforceable against Seller and Seller's Associates in
                     accordance with their respective terms. Except as provided
                     herein, no consent, approvals or


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                     waivers are required to be obtained in connection with
                     Seller's or Seller's Associates performance of the
                     transaction contemplated hereby. The execution and
                     performance of this Agreement does not conflict, or
                     constitute breach of or result in a default under any
                     contract or indenture to which Seller or Seller's
                     Associates is a party or to which any of them is subject.

              (d)    No commission, finder's fee or other consideration of any
                     kind is being paid by any party to any entity or person in
                     connection with this Agreement.

              (e)    No representation or warranty by Seller or Seller's
                     Associates in this Agreement, or any schedule hereto,
                     contains or shall contain any untrue statement or omit to
                     state a material fact.

11.Representations and Warranties of Purchaser:

              (a)    The Purchaser has acquired the Shares for his own account
                     for investment, with no present intention of reselling or
                     otherwise distributing the Shares. The certificates
                     representing the Shares as issued to the Purchaser, bear a
                     legend substantially as follows:

       THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
       THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACTS OF ANY
       STATE (THE "ACTS"). THE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO, OR
       IN CONNECTION WITH, ANY DISTRIBUTION THEREOF AND MAY NOT BE SOLD,
       PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
       ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE
       ACTS OR OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE
       CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.

              (b)    Purchaser has full power and authority to execute, deliver
                     and perform this Agreement.

12.Survival of Representation and Warranties: The covenants, agreements,
   representations and warranties set forth in this Agreement shall survive the
   execution of this Agreement and shall not be affected by any investigation,
   verification, or prior knowledge by any party hereto or by anyone on behalf
   of any such parties.

13.Conditions Precedent to Closing:

              (a)    Purchaser. The obligation of the Purchaser to consummate
                     the transactions contemplated hereby were subject to the
                     following conditions precedent having occurred at or prior
                     to Closing:

                     (1)    The representation and warranties made by the Seller
                            and Seller's Associates shall be true and correct in
                            all material respects as of the Closing; and

                     (2)    The delivery by the Seller of the stock certificates
                            required by Paragraph 3.

                     (3)    Fulfillment of the conditions specified in
                            Paragraphs 4, 5, 6 and 7 hereof, to the extent


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                            that such conditions are to be completed on or by
                            the Closing.

              (b)    Seller and Seller's Associates. The obligations of the
                     Seller and Seller's Associates to consummate the
                     transactions contemplated hereby were subject to the
                     following condition precedent having occurred at or prior
                     to Closing:

                     (1)    The representation and warranties made by the
                            Purchaser shall be true and correct in all material
                            respects as of the Closing;

                     (2)    The delivery by the Seller of the Purchaser's Note
                            in a form satisfactory to the parties;

                     (3)    Execution of the definitive agreement for the United
                            Acquisition; and

                     (4)    Approval by NexGen of: (i) the transfer of Shares to
                            Purchaser in exchange for the transfer of the
                            Purchaser's Note from Seller to NexGen; and (ii) the
                            cancellation and forgiveness of Purchaser's Note as
                            set forth in Paragraph 6 hereof; and (iii) the
                            reduction in the Seller's Note in an amount equal to
                            the Purchase Price.

       (c)    Purchaser acknowledges that the Shares were transferred from
Seller to Purchaser pursuant to the Prior Agreement.

14.Successors and Assigns; Joint and Several Liability: This Agreement shall be
   binding on, and shall inure to the benefit of, the parties hereto and their
   respective heirs, legal representatives, successors and assigns. The
   representations, warranties, covenants and agreements of Seller and Seller's
   Associates made herein shall be deemed to be jointly and severally made by
   Seller. The liability of any Seller's Associate shall be limited to a breach
   of his respective representations, warranties, covenants and agreements.

15.Validity of Agreement: In the event any provision, or portion thereof, of
   this Agreement is held by a court having proper jurisdiction to be for any
   reason unenforceable or invalid, the remaining provisions, or portions
   thereof, of this Agreement shall continue to exist and shall remain in full
   force and effect.

16.Other Agreements: This Agreement sets forth all of the promises, agreements,
   conditions, understandings, warranties, and representations between the
   parties hereto with respect to the Shares and the other matters described
   herein, and there are no other promises, agreements, conditions,
   understandings, warranties, or representations, oral or written, express or
   implied, between them with respect to the Shares or the other matters
   described herein. No change, amendment or modification of this Agreement
   shall be valid unless in writing and signed by the parties hereto.

17.Specific Performance: The parties hereto agree that the Shares and other
   forms of performance described herein are unique, that failure of Seller or
   Seller's Associates to consummate the sale and other transactions intended
   hereby will result in irreparable damage to Purchaser, and that specific
   performance of these obligations or any other applicable equitable, legal, or
   other decree, order, writ, or remedy that shall


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   require performance by each of the parties or one or both of them, may be
   obtained by suit in law or in equity.

18.Governing Law: This Agreement shall be construed in accordance with, and
   governed by the laws of, the Commonwealth of Virginia.

19.Assignment: This Agreement may not be assigned by any party without the
   prior written consent of all other parties hereto.

20.    Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.

21.    Bonus to President and Secretary/Treasurer: In addition to the other
obligations set forth in this Agreement, NexGen shall, upon the closing of the
United Acquisition, award to Lawrence Grimes, its outgoing President, stock an
option to purchase 20,000 shares of NexGen Common at a price of $0.02 per share
and award to Kenneth Brochin, its secretary and treasurer, an option to purchase
97,500 shares of NexGen Commonat a price of $0.02 per share, in recognition of
their contributions to NexGen prior to the United Acquisition. Such options
shall be upon the same terms as those options granted to the Purchaser pursuant
to the Purchaser's employment terms as President and CEO of NexGen and to Seller
pursuant to Seller's employment terms as a consultant to NexGen.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]


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   IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first shown above.

NEXT GENERATION                                 SELLER:
MEDIA CORP:

  /s/  Larry Grimes                             /s/  Joel Sens
----------------------------                    -----------------------

By:  Lawrence Grimes                                 Joel P. Sens
Title:  President

                                                     SELLERS ASSOCIATES:


                                                       /s/  Larry Grimes
                                                     ------------------------

                                                     Lawrence Grimes


                                                       /s/  Kenneth Brochin
                                                     ------------------------

                                                     Kenneth Brochin


                                                       /s/  David Grossman
                                                     ------------------------

                                                     David Grossman


                                                       /s/  Jeffrey Sens
                                                     ------------------------

                                                     Jeffrey Sens


                                                     PURCHASER:


                                                       /s/  Gerard Bernier
                                                     ------------------------

                                                     Gerard R. Bernier

