AMENDMENT TO STOCK APPRECIATION RIGHTS AGREEMENT BETWEEN APPROVED FINANCIAL CORP. AND JEAN S. SCHWINDT DATED APRIL 26, 1996 This Agreement is made this 22nd day of February, 1999 between Approved Financial Corp. (the "Corporation") and Jean S....

               AMENDMENT TO STOCK APPRECIATION RIGHTS AGREEMENT
                      BETWEEN APPROVED FINANCIAL CORP. AND
                      XXXX X. XXXXXXXX DATED APRIL 26, 1996

      This Agreement is made this 22nd day of February,  1999 between Approved
Financial Corp. (the "Corporation") and Xxxx X. Xxxxxxxx ("Xxxxxxxx").

                                   WITNESSETH:

      WHEREAS, the parties hereto entered into a Stock Appreciation Rights
Agreement on April 26, 1996 which terminated the right to exercise on April 24,
1999; and

      WHEREAS,  the  parties  hereto  desire to extend the period to  exercise
until April 24, 2002;

      NOW THEREFORE, pursuant to the foregoing premises and the terms
hereinafter set forth the parties agree as follows:

      1. Article XI of the Stock Appreciation Rights Agreement is hereby deleted
in its entirety and in lieu thereof the following is inserted:

                                       "XI

      Termination of the Stock Appreciation Right and all rights and obligations
thereunder shall terminate and may no longer be exercised after the 24th day of
April, 2002."

      2. All the other terms of the Stock Appreciation Rights Agreement shall
remain the same.

      Witness the following signatures and seals:

                                          APPROVED FINANCIAL CORP.

                                          By: _______________________________
                                          Title: ____________________________


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                                          Xxxx X. Xxxxxxxx