AMENDMENT TO PLAN AND AGREEMENT OF MERGER

      This is an Amendment to that certain Plan and Agreement of Merger
("Agreement of merger") by and between Fidelity Holdings, Inc., a Nevada
Corporation ("Fidelity"), Major Automotive Group, Inc., a New York Corporation
(the "Merging corporation"), Major Acquisition Corp., a New York Corporation
(the "Surviving Corporation") and Bruce Bendell (the "Shareholder of the Merging
Corporation").

                                   BACKGROUND

      A. The Merger Agreement was executed by all parties on or about April 21,
1997. 

      B. Article 1.2 of the Merger Agreement set a closing date (the "Closing
Date") on or before One Hundred Twenty (120) days from the execution of the
Merger Agreement unless such time period was mutually extended. By amendment
effective August 1, 1997, the parties hereto mutually extended the Closing Date
One Hundred Twenty (120) days from August 1, 1997. 

      C. The parties hereto have agreed that it is in their best interest to
once again mutually extend the closing date to a time and date mutually agreed
upon but in no event beyond One Hundred Twenty (120) days from the effective
date of this amendment, unless further extended by mutual consent.

      NOW, THEREFORE, with the foregoing recital paragraphs incorporated herein
by this reference, and for other good and valuable consideration acknowledged to
have been exchanged and received, the parties hereto, intending to be legally
bound, hereby agree as follows:

                                   ARTICLE 1

                           EXTENSION OF CLOSING DATE

      The closing of the transaction contemplated by the Merger Agreement (the
"Closing") shall occur on a mutually agreed upon date at the offices of
Fidelity, which date shall be not more than One Hundred Twenty (120) days from
November 20, 1997, unless mutually extended.
<PAGE>

                                   ARTICLE 2

                       SURVIVAL OF MERGER AGREEMENT TERMS

      All of the terms, conditions, liabilities, limitations and obligations set
forth in the Merger Agreement, except as expressly amended in this Agreement,
shall remain in full force and effect.

      IN WITNESS WHEREOF, the parties have executed this Agreement effective the
20th day of November 1997.

                                          FIDELITY HOLDINGS, INC.

ATTEST:                                   /s/: Doron Cohen
                                          -------------------------
                                          Doron Cohen, President

                                          MAJOR AUTOMOTIVE GROUP, INC.


ATTEST:                                   /s/: Bruce Bendell
                                          -------------------------
                                          Bruce Bendell, President

                                          MAJOR ACQUISITION CORP.


ATTEST:                                   /s/: Doron Cohen
                                          -------------------------
                                          Doron Cohen, Vice President

                                          AS TO ARTICLE 2
                                          MAJOR CHEVROLET, INC.
                                          

ATTEST:                                   /s/: Bruce Bendell
                                          -------------------------
                                          Bruce Bendell, President
                                          
                                          AS TO ARTICLE 2
                                          MAJOR DODGE, INC.
                                          

ATTEST:                                   /s/: Bruce Bendell
                                          -------------------------
                                          Bruce Bendell, President
                                          
                                          AS TO ARTICLE 2
                                          MAJOR SUBARU, INC.
                                          

ATTEST:                                   /s/: Bruce Bendell
                                          -------------------------
                                          Bruce Bendell, President

                                          AS TO ARTICLE 2
                                          MAJOR CHRYSLER, PLYMOUTH, JEEP, 
                                          EAGLE, INC.
                                          

ATTEST:                                   /s/: Bruce Bendell
                                          -------------------------
                                          Bruce Bendell, President

                                          

ATTEST:                                   /s/: Bruce Bendell
                                          -------------------------
                                          Bruce Bendell


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