THIRD 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 THIRD  AMENDMENT  TO THE PLAN AND  AGREEMENT OF  REORGANIZATION  (the
"Amendment") is dated as of December 22, 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 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 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  12.1(b) is hereby  deleted in its entirety and replaced  with the
      following language:

            "If the  Closing  (as defined in Section 3) has not have taken place
      on or prior to January 15, 2006,  this  Agreement can be  terminated  upon
      written  notice  given  by  FMG or  WALLSTREET  which  is not in  material
      default."

2.    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.