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

      THIS SECOND  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") and Certain Stockholders of
Wallstreet Direct Inc. ("Stockholder").  This Amendment amends that certain Plan
and Agreement of Reorganization  (the "Agreement")  between FMG,  Wallstreet and
Stockholder dated December 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 clarify and 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  2.1 is hereby  deleted  in its  entirety  and  replaced  with the
      following language:

      "As consideration for the transfer, assignment, conveyance and delivery of
      the  WALLSTREET  Stockholder  common stock  hereunder,  FMG shall,  at the
      Closing issue to the WALLSTREET  Stockholder,  pro rata in accordance with
      each Stockholder's percentage ownership of WALLSTREET immediately prior to
      the Closing,  certificates  representing  up to  20,000,000  shares of FMG
      common stock or  approximately  0.432 FMG shares for each WALLSTREET share
      owned by a WALLSTREET  Stockholder at the Closing. The parties intend that
      the Exchange  Shares being issued will be used to acquire all  outstanding
      WALLSTREET  common  stock.  To the  extent  that  less  than  100%  of the
      WALLSTREET  common  stock  Interests  are  acquired,  the number of shares
      issuable to those WALLSTREET  Stockholders who have elected to participate
      in   the   exchange   described   in   this   Agreement   shall   increase
      proportionately."



2.    Section  2.4 is hereby  deleted  in its  entirety  and  replaced  with the
      following language:

      "At the Closing,  each outstanding  warrant to purchase  WALLSTREET common
      stock, whether or not then exercisable,  shall be replaced by a warrant to
      purchase  0.432  shares  of FMG  Common  Stock  for every one (1) share of
      WALLSTREET  common  stock said warrant was  exercisable  for, on terms and
      conditions   substantially  and  materially   similar  to  the  terms  and
      conditions of said warrant prior to replacement."


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


                            [signature page follows]



      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/ Javan Khazali
                                            ------------------------------------
                                            Javan Khazali, President




                                            WALLSTREET DIRECT,  INC


                                            /s/ Neeraj S. Iyer
                                            ------------------------------------
                                            Neeraj S. Iyer






                                            STOCKHOLDER


                                            /s/ Albert Aimers
                                            ------------------------------------
                                            AMC Capital Group Ltd.