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 $2,250,000 (the "Debenture") payable to the order of Bridge Rope & 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 Paragraph 6 of the Debenture is hereby superseded and replaced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 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.
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
--------------------------- -----------------------
Xxxxx X. Xxxx, Vice President Xxxxxx X. Xxxxxxxxx
Chief Executive Officer
55687
