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                                                                    Exhibit 10.4


                  AMENDMENT TO STANDSTILL AGREEMENT AND CONSENT

                  This Amendment to Standstill Agreement and Consent, dated as
of November 13, 1997 ("Amendment"), among BGLS INC., a Delaware corporation (the
"Company"), AIF II, L.P., a Delaware limited partnership ("AIF II"), ARTEMIS
AMERICA PARTNERSHIP, a Delaware partnership (as successor to Artemis America
LLC, a Delaware limited liability company) ("Artemis") and TORTOISE CORP., a New
York corporation ("Tortoise"; together with AIF II and Artemis, the
"Participating Holders") amends the Standstill Agreement and Consent among the
Company and the Participating Holders dated as of August 28, 1997 (the
"Standstill Agreement"). Capitalized terms not otherwise defined herein shall
have the meanings specified in the Standstill Agreement.

                  WHEREAS, the Company has requested that the Participating
Holders extend the termination date of the Standstill Agreement; and

                  WHEREAS, the Participating Holders have agreed to such an
extension on the terms and conditions contained in this Agreement;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreement of the parties contained in this Amendment, the
parties hereto agree as follows:

                  1. AMENDMENT TO SECTION 7. Section 7 of the Standstill
Agreement is hereby amended by deleting the date "November 30, 1997" contained
in clause (iv) of such section and replacing it with the date "December 10,
1997".

                  2. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AMENDMENT.
This Amendment shall become effective upon the execution and delivery of this
Amendment by the Company and each of the Participating Holders.

                  3. ABSENCE OF WAIVER. The parties hereto agree that, except to
the extent expressly set forth herein, nothing contained herein shall be deemed
to:

                  (a) be a consent to, or waiver of, any Default or Event of
Default;

                  (b) prejudice any right or remedy which any of the
Participating Holders may now have or may in the future have under the
Indenture, the Series B Securities or otherwise, including, without limitation,
any right or remedy resulting from any Default or Event of Default; or

                  (c) constitute a waiver of the rights of any of the
Participating Holders under Section 2.12 of the Indenture.

                  4. REPRESENTATIONS. Each party hereto hereby represents and
warrants to the other parties that:

                  (a) such party is a corporation or partnership, as applicable,
duly organized, validly existing, and in good standing under the laws of the
state of its incorporation or formation, as applicable;


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                  (b) the execution, delivery and performance of this Amendment
by such party is within its corporate or partnership powers, as applicable, has
been duly authorized by all necessary corporate or partnership action, as
applicable, has received all necessary consents and approvals (if any shall be
required), and does not and will not contravene or conflict with any provisions
of law or of the charter or by-laws, or partnership agreement, as applicable, of
such party or of any material agreement binding upon such party or its property;
and

                  (c) upon its effectiveness under Section 2, this Amendment
constitutes the legal, valid and binding obligation of such party, enforceable
against it in accordance with its terms.

In addition, the Company represents and warrants that the best of its knowledge,
except as set forth in the Standstill Agreement no Default or Event of Default
under the Indenture has occurred and is continuing.

                  5. CONTINUING EFFECT, ETC. Except as expressly provided
herein, the Company hereby agrees that the Standstill Agreement, the Indenture
and the Series B Securities shall continue unchanged and in full force and
effect, and all rights, powers and remedies of the Participating Holders
thereunder and under applicable law are hereby expressly reserved.

                  6. EXPENSES.

                  (a) The Company hereby agrees to reimburse each of the
Participating Holders for their reasonable attorneys fees and expenses incurred
in connection with this Amendment.

                  (b) The Company agrees that an actual or threatened or
potential claim, action or proceeding against or affecting an Indemnitee (as
defined in the Exchange Agreement dated as of November 21, 1995 among INTER ALIA
the Company and the Participating Holders) that at any time results from,
relates to or arises out of the execution, delivery or performance by the
Participating Holders of this Amendment is deemed to be an Indemnification Event
(as defined in the Exchange Agreement).

                  7. MISCELLANEOUS.

                  (a) This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts and each such
counterpart shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same agreement.

                  (b) This Amendment shall be a contract made under the governed
by the laws of the State of New York.

                  (c) This Amendment shall be binding upon the Company, the
Participating Holders and their respective successors and assigns, and shall
inure to the benefit of the Company, the Participating Holders and their
respective successors and assigns.




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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized representatives as of the date
first above written.

                                          BGLS INC.

                                          By: /s/ RICHARD J. LAMPEN
                                              ---------------------------------
                                              Name:  Richard J. Lampen
                                              Title: Executive Vice President

                                          AIF II, L.P.

                                          By:   APOLLO ADVISORS, L.P.
                                                Managing General Partner

                                          By:   APOLLO CAPITAL MANAGEMENT, INC.
                                                General Partner

                                                By: /s/ JOHN J. HANNAN
                                                    ---------------------------
                                                    Name:  John J. Hannan
                                                    Title:

                                          ARTEMIS AMERICA PARTNERSHIP

                                          By:   LION ADVISORS, L.P.
                                                Attorney-in-Fact

                                          By:   LION CAPITAL MANAGEMENT, INC.
                                                General Partner

                                                By: /s/ JOHN J. HANNAN
                                                    ---------------------------
                                                    Name: John J. Hannan
                                                    Title:


                                          TORTOISE CORP.


                                          By: /s/ EDWARD E. MATTNER
                                              ---------------------------------
                                              Name:  Edward E. Mattner
                                              Title: President







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ACKNOWLEDGED, AGREED & CONSENTED TO
  WITH RESPECT TO SECTION 6(b):

BROOKE GROUP LTD.



By: /s/ RICHARD J. LAMPEN
   ----------------------------------
   Name:  Richard J. Lampen
   Title: Executive Vice President









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