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                                                                   EXHIBIT 2.6.2

                               FIRST AMENDMENT TO
                      AGREEMENT AND PLAN OF REORGANIZATION


         THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (the
"First Amendment") is made and entered into to be effective as of October 17,
1997, by and among WHEELS SPORTS GROUP, INC., a North Carolina corporation
("Parent"), GREEN'S RACING SOUVENIRS, INC., a Virginia corporation ("GRS"),
WHEELS SPORTS GROUP ACQUISITION III, INC., a North Carolina corporation
("WSGIII"), HAROLD E. GREEN ("HEG") and RHONDA R. GREEN ("RRG") (HEG and RRG
are hereinafter referred to as the "Shareholders").

                              Statement of Purpose

         Parent, GRS, WSGIII and the Shareholders are parties to that certain
Agreement and Plan of Reorganization dated as of October 17, 1997 (the
"Agreement") and desire to enter into this First Amendment to amend certain
provisions of the Agreement.  All capitalized terms used and not otherwise
defined in this First Amendment have the meaning assigned to them in the
Agreement.

         Now, therefore, the parties hereto agree as follows:

         1.      Amendment to Agreement.  Article III, Section 3.1, subsection
(l) of the Agreement is hereby deleted in its entirety and the following
substituted in lieu thereof:

         (l) Taxes.  GRS has filed all federal, state, foreign, local and any
other applicable tax returns, reports or extensions required to be filed, and
has paid in full all taxes and assessments shown due thereon (together with all
interest, penalties, assessments and deficiencies assesses in connection
therewith due through the date hereof).  Such tax returns and reports are
correct in all material respects.  Federal tax returns of GRS have not been
audited by the Internal Revenue Service.

         2.      Miscellaneous.

         (a)     Ratification of Agreement.  Other than as modified by this
First Amendment, all terms of the Agreement are hereby affirmed and ratified.

         (b)     Counterparts.  This First Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         (c)     Governing Law.  This First Amendment shall be governed by the
laws of the State of North Carolina applicable to agreements made and to be
performed entirely within North Carolina.
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         The parties have executed and delivered this First Amendment as of the
date first written above.

                                    WHEELS SPORTS GROUP, INC.


                                    By:   /s/ Howard L. Correll, Jr.          
                                        --------------------------------------
                                           President


                                    GREEN'S RACING SOUVENIRS, INC.


                                    By:   /s/ Harold E. Green                 
                                        --------------------------------------
                                          President

                                    WHEELS SPORTS GROUP ACQUISITION III, INC.


                                    By:    /s/ Howard L. Correll, Jr.         
                                         -------------------------------------
                                               President


                                    SHAREHOLDERS:


                                      /s/ Harold E. Green                     
                                    ------------------------------------------
                                    Harold E. Green



                                      /s/ Rhonda R. Green                     
                                    ------------------------------------------
                                    Rhonda R. Green





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