EXHIBIT 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER BETWEEN AMERICAN GENERAL VENTURES, INC. AND NUCLEUS HOLDING CORP. This Amendment to Agreement and Plan of Merger between American General Ventures, Inc., a Nevada corporation (the "Buyer") and...

 
                                                                     EXHIBIT 2.2
 
          AMENDMENT TO AGREEMENT AND PLAN OF MERGER BETWEEN AMERICAN
               GENERAL VENTURES, INC. AND NUCLEUS HOLDING CORP.
 
   This Amendment to Agreement and Plan of Merger between American General
Ventures, Inc., a Nevada corporation (the "Buyer") and Nucleus Holding
Corporation, an Illinois corporation (the "Target") is entered into as of
December 23, 1998.
 
   WHEREAS, an Agreement and Plan of Merger (the "Agreement of Merger")
between Buyer and Target was entered into as of October 28, 1998; and
 
   WHEREAS, paragraphs (ii) and (iii) of Section 7(a) of the Agreement of
Merger provides for termination of the Agreement of Merger, under certain
circumstances, if the Closing (as defined therein) has not occurred on or
before December 31, 1998; and
 
   WHEREAS, on or about December 7, 1998, the Securities and Exchange
Commission (the "SEC") notified the Buyer that the preliminary proxy materials
filed by the Buyer relating to the Special Buyer Meeting (as defined in the
Agreement of Merger) would be subject to full review by the SEC: and
 
   WHEREAS, the parties hereto believe that due to the nature of the review,
the Special Buyer Meeting will not be able to be held until February 1999; and
 
   WHEREAS, the parties wish to provide for extension of the Agreement of
Merger, pending SEC review;
 
   NOW, THEREFORE, in consideration of the premises and the mutual covenants
therein contained, the parties hereto agree as follows:
 
     1. The references to "December 31, 1998" in paragraphs (ii) and (iii) of
  Section 7(a) of the Agreement of Merger shall be deleted and replaced by
  references to "February 28, 1999."
 
     2. Except as modified hereby, all other terms and conditions of the
  Agreement of Merger shall remain in full force and effect.
 
   IN WITNESS WHEREOF, the parties have executed this Amendment to Agreement
and Plan of Merger as of the date first above written.
                                             
American General Ventures, Inc.          Nucleus Holding Corporation      
                                                 
By: /s/ Xxxxxx Xxxxxx                    By: /s/ Xxxx Xxxxxxx     
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Title: President                         Title: President