AMENDMENT TO
SUBORDINATED CONVERTIBLE DEBENTURE
On September 12, 1996, NAL Financial Group Inc., a Delaware corporation
("Maker" or the "Company") entered into a convertible debenture in the principal
amount of $2,750,000 (the "Debenture") payable to the order of ▇▇▇▇ & Co. as
lender. 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 Paragraph 6 of the Debenture is hereby superseded and replaced in its
entirety with the following:
"6. Conversion Feature. 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-Two Cents
(32(cent)) 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.
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/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, Vice President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Executive Officer
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