FIRST AMENDMENT TO REVISED AGREEMENT

     THIS FIRST AMENDMENT TO REVISED AGREEMENT is made this 18th
day of January, 1996, by and between Spec's Music, Inc.  ("Spec's"), a Florida 
corporation, and Transition Strategies, Inc. ("TSI").

     WHEREAS, pursuant to a revised agreement dated January 1, 1996 (the 
"Agreement"), Spec's retained the services of TSI as an independent contractor;

     WHEREAS, Spec's and TSI have determined that there was a typographical 
error in the Agreement and wish to correct it; and
 
     WHEREAS, TSI wishes for Jeffrey Fletcher ("Fletcher"), the officer of TSI 
assigned to perform TSI's obligations under the Agreement, to receive the stock 
options referenced in the Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants contained in the 
Agreement, and for other valuable consideration acknowledged by each party to be
satisfactory, the parties hereto agree as follows:

     1.   Section 6(a) of the Agreement, "Grant of Options," is hereby amended 
by deleting the first sentence in such section and replacing it with the 
following sentence:

          Spec's shall grant to Fletcher options (the "Options") to purchase,
          in accordance with and subject to the terms and conditions of this 
          Section, which shall be deemed to be an employee benefit plan for 
          security law purposes, the sum of 208,000 shares of its common
          stock, par value $.01 per share (the "Shares") at the per Share 
          exercise price of $1.3125.

     2.   All references to "TSI" in Section 6 of the Agreement shall be changed
to "Fletcher."

     IN WITNESS WHEREOF, each party has executed this First Amendment to 
Agreement on the date first above written.
 

                                   TRANSITION STRATEGIES, INC.


                                   By:   /s/ Fletcher 
                                   ------------------------------  
                                      Jeffrey Fletcher, President


                                   SPEC'S MUSIC, INC.


                                   By:   /s/ Ann Lieff, President
                                   ------------------------------
                                       Ann Lieff, President