Amendment No.1 To Registration Rights Agreement

EXHIBIT 10.6


AMENDMENT NUMBER ONE TO THE
REGISTRATION RIGHTS AGREEMENT


THIS AMENDMENT NUMBER ONE (this "Amendment") to the REGISTRATION RIGHTS AGREEMENT (the "Agreement") by and among Value Partners, LTD, a Texas limited partnership ("Value Partners"), T. Rowe Price Recovery Fund II, L.P., a Maryland limited partnership ("T. Rowe Price Recovery Fund II"), and Altiva Financial Corporation, a Delaware corporation (the "Company"), dated as of August 31, 1999, is entered into this 13th day of December 1999. Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.


PRELIMINARY STATEMENTS


The Company previously issued to Value Partners and T. Rowe Price Recovery Fund II (collectively, the "Holders") the Notes (or, in the case of the T. Rowe Price Recovery Fund II, the Company has recognized the participation interest of the T. Rowe Price Recovery Fund II in the Notes) in the aggregate principal amount of $7,000,000. As of the date hereof, the Company has issued additional 12% Secured Convertible Notes due 2006 in the aggregate principal amount of $250,000 (the "Additional Notes") to Value Partners and T. Rowe Price Recovery Fund II has purchased a 100% participation interest therein.


The parties hereto desire to amend the Agreement to ...