EXHIBIT 10.2


                                 AMENDMENT NO. 1
                   TO THE AGREEMENT AND PLAN OF SHARE EXCHANGE
                                 BY AND BETWEEN
                        AMERICAN CONSOLIDATED MINING CO.
                            AND RENAISSANCE MAN, INC.


         THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF SHARE EXCHANGE (the
"Amendment") by and between American Consolidated Mining Co. (the "ACMC"),
Renaissance Man, Inc. ("RMI") and the owners of all the outstanding shares of
common stock of RMI is made and entered into to be effective as of the 21st day
of December, 2001, by and between the undersigned parties. All capitalized terms
not otherwise defined herein shall have the same meaning as set forth in the
Agreement And Plan Of Share Exchange (the "Agreement").

         RECITALS

         A.       On or about July 14, 2001, the parties entered into the
                  Agreement (the "Agreement").

         B.       The parties wish to modify the agreement as set forth below.

         NOW THEREFORE, the parties hereto hereby amend the Agreement as
follows:

         1.       Section 2(a) of the Agreement is hereby amended to read in its
entirety as follows:

                  At Closing, ACMC shall, subject to the conditions set forth
                  herein, issue an aggregate of 10,000,000 shares of ACMC common
                  stock for immediate delivery to the RMI Stockholders on the
                  basis of 1.0695187 ACMC Shares for each outstanding share of
                  RMI Common Stock.

         2.       Section 4(a) of the Agreement is hereby amended to read in its
entirety as follows:

                  Each share of RMI Common Stock issued and outstanding
                  immediately prior to the Closing Date shall be exchanged for
                  1.0695187 ACMC Shares to be delivered at Closing. All such
                  outstanding shares of RMI Common Stock shall be deemed, after
                  Closing, to be owned by ACMC. The holders of such certificates
                  previously evidencing shares of RMI Common Stock outstanding
                  immediately prior to the Closing Date shall cease to have any
                  rights with respect to such shares of RMI Common Stock except
                  as otherwise provided herein or by law;

         3.       Exhibit A of the Agreement is hereby amended to read in its
entirety as follows:

                  RMI STOCKHOLDER SCHEDULE
                                                            Number of Shares
                               Name                         of Common Stock
                               ----                       -------------------
                  Jack Shaw                                     1,000,000
                  Brian K. Holden                               1,000,000
                  Herschel J. Walker                            1,000,000
                  G. Diane McKnight                             1,000,000
                  Myka Dean                                     1,000,000
                  Judith T. Lauterbach                          1,000,000
                  Aloe Commodities                              1,000,000
                    International, Inc.
                  George E. Mappin                              1,000,000
                  Jerrilyn Brennan                                500,000
                  Deanna Brennan                                  500,000
                  Loren E. Bagley                                 350,000

                  Total Issued and Outstanding                  9,350,000
                  Total Authorized                             10,000,000

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         4.       The Agreement shall remain in full force and effect and shall
remain unaltered, except to the extent specifically amended herein.

         IN WITNESS WHEREOF, the undersigned, have executed this Amendment No. 1
to the Agreement as of the date first above written.

AMERICAN CONSOLIDATED                              RENAISSANCE MAN, INC.
  MINING CO.



By:   /s/ Steven J. Haslam                         By: /s/ Herschel Walker
     ----------------------------                      -------------------------
     President                                         RMI President



By:  /s/ John M. DeNiro
    -----------------------------
    John M. DeNiro, Secretary

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