0000910680-07-000618 Sample Contracts

AMENDED AND RESTATED VARIABLE RATE SECURED CONVERTIBLE DEBENTURE DUE APRIL 30, 2010
Silverstar Holdings LTD • July 3rd, 2007 • Services-prepackaged software • New York

THIS DEBENTURE is one of a series of duly authorized and validly issued Variable Rate Secured Convertible Debentures of Silverstar Holdings, Ltd., a Bermuda corporation, (the “Company”), having a principal place of business at 1900 Glades Road, Suite 435, Boca Raton, FL 33431, designated as its Variable Rate Secured Convertible Debenture due April 30, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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Amendment and Waiver Agreement • July 3rd, 2007 • Silverstar Holdings LTD • Services-prepackaged software

This Amendment and Waiver Agreement (this “Agreement”), is made and entered into as of June 28, 2007, by and among Silverstar Holdings, Ltd., a Bermuda corporation (the “Company”) and each of the investors signatory hereto (each, a “Holder” and collectively, the “Holders”).

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