Exhibit 10.12B

                   AMENDMENT TO MUTUAL RELEASE
                    AND TERMINATION AGREEMENT
                    -------------------------


      AMENDMENT dated January 16, 2004 to the Mutual Release  and
Termination Agreement dated as of December 19, 2003, among Duncan
Capital  LLC  ("Duncan Capital"), Strategic Growth International,
Inc., its subsidiaries and/or affiliates (hereinafter "SRG")  and
Pacific  CMA,  Inc., its subsidiaries and affiliates (hereinafter
"Pacific").

                      W I T N E S S E T H:

      WHEREAS,  Duncan Capital, SRG and Pacific  entered  into  a
Mutual   Release  and  Termination  Agreement  (the  "Termination
Agreement");

      WHEREAS, Duncan Capital, SRG and Pacific entered  into  the
Termination Agreement under a mistake of fact;

     WHEREAS, Duncan Capital, SRG and Pacific were in error as to
the  delivery and receipt of certain warrants to purchase  shares
of Pacific Common Stock issued by Pacific to Duncan Capital; and

     WHEREAS, as a consequence, the parties wish to amend certain
of the terms and conditions of the foregoing agreements.

      NOW, THEREFORE, the Termination Agreement is hereby amended
as follows:

     1.   Section  2.   "Duncan  Capital   Warrants;   Additional
Warrants"  is hereby amended by deleting the text of this  entire
Section and replacing the text thereof with the word "Deleted."

     2.   Section 3 is hereby amended to read as follows:

     3.   Duncan Capital Cash Amount. Pacific owes Duncan Capital
          --------------------------
fees  and  expenses  in  the  amount  of  $14,456.25  (the  "Cash
Amount").  These fees and expenses have been previously  invoiced
by  Duncan Capital, and Pacific hereby confirms that, as soon  as
commercially  practicable, it will wire the Cash  Amount  to  the
following account:

          Duncan Capital LLC
          A/C #9479980098
          ABA # 021202162
          Fleet Bank
          345 Park Avenue, New York, New York 10154

      4.  This  Amendment  shall be construed and interpreted  in
accordance  with  the  laws of the State of  New  York,  and  all
disputes hereunder shall be governed thereby. This parties hereto
understand and agree that any controversy or claim arising out of
or  related  to this Amendment, or any breach thereof,  shall  be
settled by final and binding arbitration in New York pursuant  to


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the  Commercial Dispute Resolution Procedures and  Rules  of  the
American   Arbitration  Association  ("AAA   Rules")   and   that
disinterested arbitrator(s) shall be selected pursuant to the AAA
Rules.

      5.  As  hereby amended, the Termination Agreement is in all
respects  ratified and confirmed. On and after the  effectiveness
of  this Amendment each reference in the Termination Agreement to
the  "Agreement," "hereinafter," "herein," "hereunder,"  "hereof"
or  words  of  like import shall mean and be a reference  to  the
Termination Agreement as amended by this Amendment.

      6.    This  Amendment  may  be  executed  in  one  or  more
counterparts, each of which shall be deemed an original  and  all
of which taken together shall constitute a single Amendment.

      IN WITNESS WHEREOF, each of Duncan Capital, SRG and Pacific
have  caused  this Agreement to be executed by a duly  authorized
person on its behalf as of the day and year first above written.


                                DUNCAN CAPITAL LLC



                                By:     /s/Michael Crow
                                   ------------------------------
                                   Name:  Michael Crow
                                   Title: Chief Executive Officer



                                STRATEGIC GROWTH
                                  INTERNATIONAL, INC.



                                By:
                                   ------------------------------
                                   Name:
                                   Title:



                                PACIFIC CMA, INC.



                                By:     /s/Alfred Lam
                                   ------------------------------
                                   Name:  Alfred Lam
                                   Title:  Chairman of the Board
                                           of Directors


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