Exhibit 10.1.5


                                 AMENDMENT NO. 5
                             1993 STOCK OPTION PLAN

                              THE MAXIM GROUP, INC.


        WHEREAS, the Board of Directors of The Maxim Group, Inc. (the "Company")
has previously adopted, and the shareholders of the Company have approved, the
1993 Stock Option Plan, as amended (the "Plan") pursuant to which options to
purchase stock of the Company may be issued to eligible directors, officers and
key employees of the Company; and

        WHEREAS, the Board of Directors of the Company deems it desirable to
amend the Plan so as to increase the number of shares available for issuance
pursuant to the exercise of options granted under the Plan and to conform the
plan administration provisions of the Plan to the requirements of SEC Rule
16b-3;

        NOW, THEREFORE, the Plan is amended upon the terms, and subject to the
conditions, set forth herein:

                                    ARTICLE I

                               AMENDMENTS TO PLAN

        1.1 Section 4 of the Plan shall be amended by deleting the second
sentence thereof in its entirety and substituting the following sentence
therefor:

                         "The maximum number of shares which shall be reserved
                         and made available for sale under the Plan shall be
                         5,000,000."

        1.2 Section 5 of the Plan shall be amended by deleting the first
paragraph thereof in its entirety and substituting the following therefor:

                         "The Plan shall be administered by the Board of
                         Directors of the Company or the Committee. The
                         Committee shall be comprised of not less the two (2)
                         Non-Employee Directors. "Non-Employee Director" shall
                         have the meaning set forth in Rule 16b-3(b)(3) as
                         promulgated by the Commission under the Securities
                         Exchange Act of 1934, as amended, or any successor
                         definition adopted by the Commission."

                                   ARTICLE II

                           EFFECTIVE DATE OF AMENDMENT

        2.1 The amendment effected hereby shall be effective for options granted
under the Plan on or after the date this amendment is approved by the Board of
Directors of the Company, but, with





respect to the amendment set forth in Section 1.1 hereof, subject to approval of
a majority of the shares of Common Stock of the Company entitled to vote thereon
represented in person and by proxy at a meeting of shareholders. In the event
shareholder approval of adoption of Section 1.1 of this amendment is not
obtained within twelve months of the date this amendment is approved by the
Board of Directors of the Company, then any option granted in the intervening
period shall be void.