FIRST AMENDMENT TO THE PLAN AND AGREEMENT OF REORGANIZATION AMONG FINANCIAL MEDIA GROUP, INC., AND WALLSTREET DIRECT, INC. THIS FIRST AMENDMENT TO THE PLAN AND AGREEMENT OF REORGANIZATION (the "Amendment") is dated as of September 21, 2005, among...

                             FIRST AMENDMENT TO THE
                      PLAN AND AGREEMENT OF REORGANIZATION
                                      AMONG
                          FINANCIAL MEDIA GROUP, INC.,
                                       AND
                             WALLSTREET DIRECT, INC.

      THIS FIRST  AMENDMENT  TO THE PLAN AND  AGREEMENT OF  REORGANIZATION  (the
"Amendment")  is dated as of September 21, 2005,  among  Financial  Media Group,
Inc. ("FMG"), Wallstreet Direct, Inc. ("Wallstreet"). This Amendment amends that
certain Plan and  Agreement of  Reorganization  (the  "Agreement")  between FMG,
Wallstreet and Stockholder dated September 19, 2005.

                                    RECITALS

      A. FMG,  Wallstreet and Stockholder  signed the Agreement on September 19,
2005.

      B. The Agreement provides for the acquisition of Wallstreet by FMG.

      C. The parties desire to amend the Agreement to further ensure the closing
of the transaction.

                                    AMENDMENT

      NOW THEREFORE,  for good and valuable consideration,  the receipt of which
is hereby acknowledged the parties agree to amend the Agreement as follows:

1.    Section  3.3(a)(5) is hereby deleted in its entirety and replaced with the
      following language:

      "An opinion of counsel for  Wallstreet  dated the Closing  Date, in a form
      deemed acceptable by FMG and its counsel;"

2.    Section  3.3(b)(5) is hereby deleted in its entirety and replaced with the
      following language:

      "An  opinion  of  counsel  for FMG,  dated  the  Closing  Date,  in a form
      acceptable by Wallstreet and its counsel;"

3.    Section 13.10 is hereby amended by deleting the following:

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                "With a Copy to:

                             Xxxxx Xxx Xxxxxx, Esq.
                             00000 Xxx Xxxxxxxx Xxxx.
                             Xxxxx 000
                             Xxx Xxxxxxx, XX 00000
                             Fax (000) 000-0000

                With a Copy to:

                            Xxxxxxx X. Xxxxxxx, Esq.
                            Stone, Xxxxxxxxxx & Cha
                            00000 Xxxxxx Xxxxxx, Xxxx 000
                            Xxxxxxxx Xxxxx, XX 00000
                            Fax (000) 000-0000"



4.    Except as hereby  amended,  the  Agreement  shall remain in full force and
      effect.

                            [signature page follows]

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      IN  WITNESS  WHEREOF,  this  Amendment  has been  approved  by each of the
parties as of the date first above written.

                                            FINANCIAL MEDIA GROUP, INC.


                                            /s/ Xxxxx Xxxxxxx
                                            ------------------------------------
                                            Xxxxx Xxxxxxx, President


                                            WALLSTREET DIRECT, INC.

                                            /s/ Xxxxxx X. Xxxx
                                            ------------------------------------
                                            Xxxxxx X. Xxxx


                                            STOCKHOLDER

                                            /s/ Xxxxx Xxxxxxxxxxx
                                            ------------------------------------
                                            AMC Capital Group Ltd.
                                            Xxxxx Xxxxxxxxxxxx

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