1 EXHIBIT 2.2 November 14, 1996 MS Financial, Inc. 715 South Pear Orchard Road Ridgeland, MS 39157 Attention: Mr. Phillip J. Hubbuch, Jr. Vice Chairman and Chief Executive Officer Re: Letter of Intent dated October 21, 1996 Gentlemen: This will...

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                                                                     EXHIBIT 2.2




                               November 14, 1996



MS Financial, Inc.
000 Xxxxx Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, XX  00000

Attention:  Xx. Xxxxxxx X. Xxxxxxx, Xx.
            Vice Chairman and Chief Executive Officer

       Re:  Letter of Intent dated October 21, 1996

Gentlemen:

     This will confirm our agreement that all references in the letter
agreement between us dated October 21, 1996 to "November 1, 1996" are changed
to "November 4, 1996."

                                        Sincerely yours,

                                        SEARCH CAPITAL GROUP, INC.


                                        By:     /s/ Xxxxxx X. Xxxxx
                                            ------------------------------
                                            Xxxxxx X. Xxxxx
                                            Chairman, President and
                                            Chief Executive Officer

ACKNOWLEDGED AND AGREED:

MS FINANCIAL, INC.


By: /s/ XXXXXXX X. XXXXXXX, XX.
    ----------------------------
    Xxxxxxx X. Xxxxxxx, Xx.
    Vice Chairman and
    Chief Executive Officer