Exhibit 99.2

                              THE MAXIM GROUP, INC.
                               210 TownPark Drive
                             Kennesaw, Georgia 30144

                                 August 9, 1998

Shaw Industries, Inc.
616 East Walnut Avenue
Dalton, Georgia 30720
Attn: Chairman

     Re:  Agreement  and Plan of  Merger,  dated  June  23,  1998  (the  "Merger
          Agreement"), among Shaw Industries, Inc., Shaw Carpet Showplace, Inc.,
          CMAX Acquisition, Inc. and The Maxim Group, Inc.

Ladies and Gentlemen:

     This letter will serve as an  amendment  and  modification  by the Company,
Targetl,  the Subsidiary and Parent to the Merger Agreement.  From and after the
date hereof,  the Merger Agreement shall be deemed to mean the Merger Agreement,
as amended  hereby.  Capitalized  terms used  herein and not  otherwise  defined
herein shall have the meanings ascribed to such terms in the Merger Agreement.

     A. The parties hereto hereby agree to amend and modify the Merger Agreement
as follows:

     1. Section 2.1 of Article II of the Merger  Agreement is hereby  amended by
deleting therefrom the phrase "the Subsidiary" and inserting in lieu thereof the
phrase "Target1".

     2.  Section  3.2(b)(i)  of Article  III of the Merger  Agreement  is hereby
amended by deleting therefrom the reference to the phrase "Target3".

     3.  Section  3.2(b)(ii)  of Article III of the Merger  Agreement  is hereby
deleted in its entirety and the following is inserted in lieu thereof:

          (ii) (A) Within thirty (30) days after the Closing  Date,  the Company
          shall  deliver to Parent a final  balance  sheet related to the retail
          stores  listed on Schedule  6.13,  which final balance sheet (x) shall
          reflect  the net book value of the  consolidated  assets  and  Accrued
          Liabilities  (as  hereinafter  defined) of Target as of the  Effective
          Time in  accordance  with  generally  accepted  accounting  principles
          consistently applied ("GAAP") following the transfers  contemplated by
          Section 6.13 hereof and (y) shall be in substantially the same form as
          the Opening Balance Sheet (the "Closing  Balance  Sheet").  Parent and
          its  representatives may participate in the preparation of the Closing
          Balance Sheet.



Shaw Industries, Inc.
August 9, 1998
Page 2

          (B) As soon as  practicable  after the  Closing  Date and in any event
          within  sixty (60) days  thereafter,  the Company  shall cause  Arthur
          Andersen LLP, the independent  public  accountants of the Company,  to
          review the Closing  Balance Sheet pursuant to the procedures set forth
          in the engagement  letter,  dated July 22, 1998,  from Arthur Andersen
          LLP to, and accepted by, the Company and Parent,  with such changes to
          such procedures (i) as may be approved by Company and Parent from time
          to time, or (ii) as may be  separately  requested by either of Company
          or  Parent,  provided,  that in the  event  either  Company  or Parent
          separately  requests  changes to such  procedures and such changes are
          not approved by the other party then the additional  costs incurred as
          a result of such request,  if any, shall be the sole responsibility of
          the requesting party (the  "Engagement  Letter");  provided,  however,
          that the net book value of goodwill  shall be valued for all  purposes
          under this  Agreement at the value  reflected  in the Opening  Balance
          Sheet.  Any  adjustments  made by Arthur  Andersen LLP  following  its
          review of the Closing  Balance Sheet  pursuant to the  procedures  set
          forth in the Engagement Letter shall be set forth in a report provided
          to each of the  Company  and  Parent  (the  Closing  Balance  Sheet as
          adjusted  by  such  report  being  hereinafter   referred  to  as  the
          "Post-Closing  Report"). The Post-Closing Report shall be submitted to
          each of Parent and the Company for their approval,  which shall not be
          unreasonably  withheld,  within 20 days  following  submission  by the
          accountants.  Other than as  provided  above,  Parent and the  Company
          shall each bear one-half of the costs incurred in connection  with the
          preparation of the Post-Closing  Report and each of Parent and Company
          shall bear their respective expenses incurred in connection with their
          review of the Post-Closing Report.

     4. Section 3.2(b) of Article III of the Merger  Agreement is hereby further
amended by adding the following new subsection (v) thereto:

          (v) The Company  hereby  agrees  that Parent and Target  shall bear no
          responsibility  for liabilities that do not relate to the operation of
          the  retail  stores  listed  on  Schedule   6.13,   and  Company  will
          immediately  reimburse  Parent and/or Target,  as the case may be, for
          any of such  liabilities  that are paid by Parent  and/or Target after
          the Effective  Time.  The Company and Parent hereby further agree that
          those certain liabilities  described on Exhibit "D" that relate to the
          operation of the retail stores listed on Schedule 6.13 will be accrued
          on the Closing  Balance  Sheet in  accordance  with GAAP (the "Accrued
          Liabilities"), and the same will be subject to adjustment pursuant to



Shaw Industries, Inc.
August 9, 1998
Page 3

          the  Post-Closing  Report (such  Accrued  Liabilities,  as so adjusted
          being  hereinafter  referred to as the "Final  Accrued  Liabilities").
          Parent  agrees to pay, or to cause  Target to pay, all of the payables
          relating  to the  operation  of the retail  stores  listed on Schedule
          6.13;  provided,  that the Company  hereby agrees to reimburse  Parent
          and/or  Target,  as the  case  may  be,  immediately  for  any and all
          payables  that relate to the  operation of the retail stores listed on
          Schedule 6.13 prior to the Closing Date (the "Pre-Closing  Payables"),
          except for the Final Accrued  Liabilities,  for which no reimbursement
          will be owed  unless the  Parent's  or  Target's  payment  exceeds the
          amount reserved in the Closing Balance Sheet, as adjusted  pursuant to
          the Post-Closing  Report, in which event Company will reimburse Parent
          and/or Target,  as the case may be,  immediately for any payments made
          in excess of such  reserve.  If and to the extent  that trade  payable
          invoices rendered by third party vendors include Pre-Closing  Payables
          and  non-Pre-Closing   Payables,   the  same  shall  be  appropriately
          segregated  by the  Company  and  Parent.  Utility  bills and  similar
          expenses that cannot be readily  segregated shall be prorated on a per
          diem basis with the Pre-Closing Payables to include the prorated share
          that is allocated to periods that are prior to the Closing Date.

     5. Section  4.1(a) of Article IV of the Merger  Agreement is hereby amended
by deleting therefrom the reference to the phrase and parenthetical "Shaw Retail
Properties, Inc. ("Target3")."

     6. Section  4.1(a) of Article IV of the Merger  Agreement is hereby further
amended by deleting therefrom any and all references to the phrase "Target3."

     7. Section  4.1(e) of Article IV of the Merger  Agreement is hereby amended
by deleting subsection (iii) thereof in its entirety and inserting the following
in lieu thereof. "(iii) [Intentionally Reserved]."

     8. Section 6.10 of Article VI of the Merger  Agreement is hereby amended by
deleting therefrom both references to the word "Administrative" and inserting in
lieu thereof the word "Transition".

     9. Section 7.4(b) of Article VII of the Merger  Agreement is hereby amended
by deleting therefrom the reference to "Indemnitor" appearing in the second line
thereof and inserting in lieu thereof a reference to "Indemnitee".

     10. The Merger  Agreement is hereby amended by adding thereto a new Exhibit
"D", which Exhibit "D" shall be in the form attached hereto.




Shaw Industries, Inc.
August 9, 1998
Page 4

     11. Section 7.2 of Article VII of the Merger Agreement is hereby amended by
(i)  deleting  the  period  at the  end of  subsection  (e) and  substituting  a
semicolon  followed  by the  term  "or" in lieu  thereof,  and (ii)  adding  the
following new subsection (f) to the end thereof:

          (f) Any  litigation  matters  disclosed  in Schedule 4.9 of the Merger
     Agreement or any litigation  pending or threatened  against the Company,  a
     Target, a predecessor in interest or any of their respective  affiliates at
     or prior to the  Effective  Time  whether or not  disclosed to Parent at or
     prior to Closing arising out of events occurring before the Effective Time.

     12. Section 7.7 of Article VII of the Merger Agreement is hereby amended by
adding the term "or Section  7.2(f)" (i) to the end of subsection (a) of Section
7.7, and (ii)  immediately  after the reference to Section  7.2(b)  appearing in
subsection (c) of Section 7.7.

     13. The Schedules to the Merger  Agreement  are hereby  amended by deleting
therefrom  Schedule  6.13 in its  entirety  and  inserting  in lieu  thereof the
replacement Schedule 6.13 attached hereto.

     B. The Company agrees that it will provide, at the request of Parent or any
other  Indemnitee,  an assurance letter to third parties,  in form and substance
reasonably  acceptable to such third parties,  indicating  that such  litigation
matters (or any future  litigation  matters  for which the Company is  providing
indemnification  under Article VII of the Merger  Agreement)  are not in any way
the  responsibility  or liability of Parent or any other  Indemnitee and are the
sole responsibility of the Company.

     C. The  Company  hereby  represents  and  warrants  to Parent  that all the
transfers  contemplated by Section 6.13 of the Merger Agreement are complete and
all liabilities of Target,  other than  liabilities  related to the operation of
the  retail  stores  listed on  Schedule  6.13  specifically  assumed  by Parent
pursuant  to the Merger  Agreement,  have been  transferred  from  Target to the
Company or another entity controlled by the Company.

     Please  evidence  your  acceptance  of and  agreement  to the  above-listed
amendments by executing this letter agreement in the space provided for below.



Shaw Industries, Inc.
August 9, 1998
Page 5

     By signing  below,  each party  hereto  represents  and  warrants  that all
representations,  warranties, covenants and agreements made by such party in the
Merger  Agreement are true,  correct and accurate as of the date hereof and that
each such party remains bound thereby.

                                               Sincerely,

                                               THE MAXIM GROUP, INC.


                                               By: /s/ Thomas P. Leahey
                                                   ---------------------
                                                    Thomas P. Leahey, Executive
                                                    Vice President - Finance

Agreed to and accepted this 9th
day of August, 1998:

CMAX ACQUISITION, INC.                         SHAW CARPET SHOWPLACE, INC.

By: /s/ Thomas P. Leahey                       By: /s/ Bennie M. Laughter
    ---------------------                          -----------------------
     Thomas P. Leahey, Vice President               Bennie M. Laughter, Vice 
       and Treasurer                                   President and Secretary


SHAW INDUSTRIES, INC.


By: /s/ Bennie M. Laughter
    -----------------------
     Bennie M. Laughter, Vice President
        and Secretary




::ODMA\PCDOCS\ATL\236393\1





                                   EXHIBIT "D"
                Liabilities Accrued on the Closing Balance Sheet:

1. Customer Deposits

2. Installer Retainage Accrual

3. Installer Bonus Accrual

4. Vacation/Personal Days Accrual

5. Real Estate/Personal Property Accruals

6. Employee Bonus Accruals

7. Combined Liabilities for the Carpet Exchange, Baker Brothers,  Carpet Factory
   Outlet, Carpet Center, as follows:

     (a) Notes Payable

     (b) Long Term Debt

     (c) Accrued Payables

     (d) Accrued Salaries and Wages

     (e) Accrued Income Taxes





                                  Schedule 6.13
                              LIST OF RETAIL STORES
1.       Target2 and Target4 will become wholly-owned subsidiaries of Targetl.

2.       The retail  stores to be owned by Target at the  Effective  Time of the
         Merger (the "Merger Stores") are as follows:

         a.       The stores listed on the Schedules of Leases  attached  hereto
                  (except  for the  Iowa  City  store  if it is  transferred  as
                  described in Schedule 4.7(g) to the Merger Agreement).

         b.       The store listed on the schedule of Owned Property included on
                  Schedule 4.11(c) to the Merger Agreement.

3.       Unless  otherwise  contemplated  by the  Agreement,  to the extent that
         assets and  liabilities  not related to the Merger Stores are currently
         in Target,  such  assets and  liabilities  will be  transferred  out of
         Target.

4.       Except  for the  assets set forth on  Schedule  4.2.1(a)  to the Merger
         Agreement and unless otherwise contemplated by the Merger Agreement, to
         the extent that storebased  assets and liabilities of Merger Stores are
         not currently in Target, they will be transferred into Target.













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