AMENDMENT TO
SUBORDINATED CONVERTIBLE DEBENTURE
On November 30, 1995, NAL Financial Group Inc., a Delaware corporation
("Maker" or the "Company") entered into a convertible debenture in the principal
amount of $1,250,000 (the "Debenture") payable to the order of Westminster
Capital, Inc. as lender, as amended. The Debenture has been transferred to CIHC,
Incorporation (the "Lender"). For good and valuable consideration, receipt of
which is acknowledged, the parties agree to amend the Debenture as follows:
1. Paragraph 7 of the Debenture is hereby superseded and replaced in
its entirety with the following:
"7. The unpaid principal of this Debenture is
convertible at the option of the Lender, in whole or in part,
upon surrender of this Debenture at the principal office of
the Company, into restricted shares of the Maker's Common
Stock at a fixed conversion price ("Conversion Price") equal
to Thirty Cents (30 cents) per share. Upon such conversion and
issuance of the Common Stock, all principal due under this
Debenture shall be discharged and the Company released from
all obligations hereunder, however, accrued interest shall be
paid to the date of conversion. At the option of the Lender,
accrued interest may also be subject to conversion in the same
manner as principal.
The shares of the Company's Common Stock issuable
upon the exercise of the conversion feature shall be
"restricted securities" as that term is defined under Rule 144
of the 1933 Act and, as a consequence, may not be sold or
otherwise transferred except pursuant to registration under
the 1933 Act or an available exemption therefrom."
2. In all other respects, the Debenture as amended shall remain
unamended and in full force and effect.
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WITNESS WHEREOF, the parties have executed this amendment to be effective as of
October 1, 1997.
CIHC, INCORPORATED NAL FINANCIAL GROUP INC.
as Lender as the Company
By: /s/ XXXXX X. XXXX By: /s/ XXXXXX X. XXXXXXXXX
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Xxxxx X. Xxxx, Vice President Xxxxxx X. Xxxxxxxxx
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