January 5, 2001

Via Fax

Mr. David Titcher
LCA Productions, Inc.
c/o The Law Offices of A. Chandler Warren Jr.
7715 Sunset Blvd. Suite 208
Los Angeles, CA 90046

Mr. Rob Chapman
Double Bay Entertainment, Inc

c/o The Law Offices of A. Chandler Warren Jr.
7715 Sunset Blvd. Suite 208
Los Angeles, CA 90046

RE:      Agreement and Plan of Merger ~ Amendment #1

Dear Messer's. Titcher and Chapman:

     Please refer to the executed Agreement and Plan of Merger (the "Agreement")
dated as of November  21, 2000 by and among  Avenue  Entertainment  Group,  Inc.
("the  "Company"),  LCA Acquisition  Subsidiary,  Inc. (the  "Subsidiary"),  LCA
Productions,  Inc. ("LCA"),  and Double Bay  Entertainment,  Inc.  ("DBE").  All
capitalized  terms  used  herein  without  definition  shall  have the  meanings
ascribed to them in the Agreement.


Section 1 Definitions

     The "Closing  Date" of November 22, 2000 in the first line shall be amended
to January 4, 2001 and the  outside  Closing  Date of  November  30, 2000 in the
third line shall be deleted.

Paragraph 2.3 (c) Conversion and Exchange of Shares

     The reference to December 31, 2000, the date by which the Company will file
a  registration  statement,  in the last line shall be deleted and replaced with
"January 31, 2001.



     Except as set forth  above,  the  Agreement  is not  otherwise  altered  or
amended in any other manner whatsoever.

        IN  WITNESS  WHEREOF,  the  undersigned  have  executed  this  Amendment
Agreement, this 8TH day of January, 2001.

COMPANY:                                           ADDRESS:

AVENUE ENTERTAINMENT GROUP, INC.         11111 Santa Monica Boulevard, Suite 525
a Delaware corporation                    Los Angeles, CA  90025

By: Cary Brokaw, Chief Executive Officer

SUBSIDIARY:                                        ADDRESS:

LCA ACQUSITION SUBSIDIARY, INC.             11111 Santa Monica Boulevard
a Delaware corporation                      Suite 525
                                            Santa Monica, CA  90025

By: Cary Brokaw, Chief Executive Officer

LCA:                                               ADDRESS:

LCA PRODUCTIONS, INC.                       c/o The Law Offices of
a Nevada corporation                        A. Chandler Warren, Jr.
                                            7715 Sunset Boulevard, Suite 208
                                            Los Angeles, CA  90046
By:  David P. Titcher,
     its President and CEO

DBE:                                               ADDRESS:

DOUBLE BAY ENTERTAINMENT, INC.              c/o The Law Offices of
a Nevada corporation                        A. Chandler Warren, Jr.
                                            7715 Sunset Boulevard, Suite 208
                                            Los Angeles, CA  90046
By:  Rob Chapman, its President and CEO