AMENDMENT TO PLAN AND AGREEMENT OF MERGER AMENDMENT, made and entered into as of June __, 1996 (this "Amendment"), to the PLAN AND AGREEMENT OF MERGER, dated as of April 24, 1996 (the "Merger Agreement"), by and between J. MICHAELS, INC., a New York...

                    AMENDMENT TO PLAN AND AGREEMENT OF MERGER

     AMENDMENT, made and entered into as of June __, 1996 (this "Amendment"), to
the PLAN AND  AGREEMENT  OF  MERGER,  dated as of April 24,  1996  (the  "Merger
Agreement"),  by and between X.  XXXXXXXX,  INC.,  a New York  corporation  (the
"Company"),   and  XXXXXX  XXXXXXX   CAPITAL  MARKETS  GROUP  INC.,  a  Delaware
corporation wholly-owned by Xxxxxx Xxxxxxx ("MSCMG").

                              W I T N E S S E T H:

     WHEREAS, the Company and MSCMG have entered into the Merger Agreement; and

     WHEREAS, the Company and MSCMG desire to amend the Merger Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  Amendment  to the  Merger  Agreement.  Section  10.1(d)  of the  Merger
Agreement shall be amended by deleting reference to "July 30, 1996" appearing in
the third line thereof and substituting in its place "September 30, 1996."

     2. Approval of this Amendment.  All authorizations,  approvals and consents
(including consents of the Boards of Directors)  necessary for the execution and
delivery by the Company and MSCMG of this Amendment have been given or made.

     3.  Governing  Law.  This  Amendment  shall be  construed  and  enforced in
accordance  with and governed by the laws of the State of New York applicable to
contracts executed in and to be performed solely within such state.

     4. Status of the Merger  Agreement.  All other terms and  conditions of the
Merger Agreement shall remain in full force and effect, as amended hereby.

     5.  Miscellaneous.  (a)  Headings.  All headings in this  Amendment are for
convenience  of  reference  only and are not  intended  to limit or  affect  the
meaning of any provision hereof.

     (b)   Counterparts.   This  Amendment  may  be  executed  in  one  or  more
counterparts  with the same effect as if the signatures to all such counterparts
were upon the same instrument,  and all such  counterparts  shall constitute but
one instrument.









     IN WITNESS  WHEREOF,  the parties have caused this Amendment to be executed
by a duly  authorized  officer  and to become  effective  as of the day and year
first above written.


                                        X. XXXXXXXX, INC.


                                        By:  /S/  XXXXX XXXXXXXX, President
                                             ----------------------------------
                                              Name: Xxxxx Xxxxxxxx
                                              Title: Pres


                                         XXXXXX XXXXXXX CAPITAL MARKETS
                                           GROUP INC.


                                         By: /S/  XXXXXX X. XXXXXXX
                                             ----------------------------------
                                              Name: Xxxxxx X. Xxxxxxx
                                              Title:



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