EXHIBIT
        10.2

       

      AMENDMENT
        TO SECURITIES PURCHASE AGREEMENT

       

      This
        Amendment to Securities Purchase Agreement (the “Amendment”) is made and entered
        into on February 28, 2006 by and between Nicklebys.com, Inc. (the “Company”),
        and Oceanus Value Fund, L.P. (the “Buyer”) with respect to the following facts
        and circumstances:

       

      A.
        The
        Company and the Buyer have previously executed and delivered a Securities
        Purchase Agreement dated February 28, 2006 (the “Agreement”) pursuant to which,
        among other things (i) the Company has issued a $350,000 12% Senior Secured
        Convertible Promissory Note (the “Note”) to the Buyer in the form attached to
        the Agreement, (ii) contemporaneous with the execution and delivery of the
        Agreement, James W. France, Jr., Christy J. France, Manex Group, Robert
        Hernandez, John P. Schinas Trust, CMS, LLC, Kevin M. Loychik, James D. Luvison,
        Peter Slyman and Corporate Growth Partners (collectively, the “Pledgors”) were
        each to execute and deliver a Guaranty, Pledge and Security Agreement (the
        “Pledge Agreements”) in the form attached to the Agreement and (iii) prior to
        the execution and delivery of the Agreement, the Company, the Buyer, FIIC,
        Inc.
        and David S. Hamilton (as Escrow Agent) entered into an Escrow Agreement
        in the
        form attached to the Agreement.

       

      B.
        In
        light of a change in circumstances, the parties hereby (i) amend the Agreement,
        the Note and the Escrow Agreement and (ii) enter into certain other agreements,
        in each case as set forth below. All capitalized terms used and not otherwise
        defined in this Amendment shall have the meaning set forth in the
        Agreement.

       

      NOW,
        THEREFORE, in consideration of their respective promises contained herein
        and
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the Company and the Buyer hereby agree as
        follows:

       

      1.
        Partial
        Note Repayment; Extension of Maturity Date. Contemporaneous
        with the execution and delivery of this Amendment, the Company shall repay
        to
        the Buyer $258,000 in principal amount of the Note, leaving the Note’s principal
        balance at $92,000. In addition, the parties hereby agree that the “Maturity
        Date” of the Note shall be extended to May 29, 2006. The Buyer shall make a
        notation of such repayment and extension on the face of the Note; as a result,
        there shall be no need for the Company to issue a replacement Note reflecting
        the new principal amount and Maturity Date.

       

      2.
        Reduction
        in Number of Pledgors and Pledge Agreements. The
        Buyer
        hereby agrees that the Pledge Agreements with all of the Pledgors except
        James W.
        France, Jr. are hereby cancelled and of no further force or effect. As a
        result,
        (i) to the extent that any of those cancelled Pledge Agreements have not
        yet
        been delivered in connection with the Closing of the Agreement, no such delivery
        shall be required and (ii) no person other than the Buyer and James W. France,
        Jr. shall be required to sign the Agreement at page 19.

       

      
        
          
          

        

        
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      3.
        Payments
        by the Company. Contemporaneous
        with the execution and delivery of this Amendment, the Company shall (i)
        pay to
        the Buyer $7,019 as payment in full of the interest owed to the Buyer by
        FIIC,
        Inc. on a $350,000 12% Senior Secured Promissory Note dated November 29,
        2006
        and (ii) pay $3,500 to David S. Hamilton for legal expenses incurred by the
        Buyer.

       

      4.
        Automatic
        Amendment; Ratification of Remaining Terms. To
        the
        extent that the provisions of the Note and the Escrow Agreement are amended
        hereby, those documents are hereby deemed automatically amended consistent
        herewith, so that no separate amendment of those documents shall be required.
        Except as expressly set forth in this Amendment, all of the terms and provisions
        of the Agreement, the Note and the Escrow Agreement shall remain in full
        force
        and effect.

       

      IN
        WITNESS WHEREOF, the Buyer and the Company have caused this Amendment to
        be duly
        executed by their respective authorized persons on the date first written
        above.

      


      NICKLEBYS.COM,
        INC.

       

      By: 
        /s/ James W. France

      
        
          

        

      

      President

       

      By: 
        /s/ Robert Ostrander

      
        
          

        

      

      Secretary

      


      


      OCEANUS
        VALUE FUND, L.P.

      By: 
        Oceanus Asset Management, L. L. C.,

      General
        Partner

       

      By: 
        /s/ John C. Tausche

      
        
          

        

      

      John
        C.
        Tausche, Member

       

      
        
          
          

        

        
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