Amendment To Stock Exchange Agreement

AMENDMENT TO STOCK EXCHANGE AGREEMENT


This agreement is made and entered into this 21 day of October, 1998 by and between AMERI-CAP FINANCE GROUP, INC., a Florida corporation ("Buyer") and FINANTRA CAPITAL, INC. (f/k/a Medley Credit Acceptance Corp.) ("Finantra") and AMERITRUST HOLDINGS, INC., a Florida corporation ("Corporation").


WITNESSETH:


WHEREAS, the Buyer entered into a Stock Exchange Agreement with the owners of all of the common stock of the Corporation on July 20, 1998, and


WHEREAS, Eamon Toner as the owner of 200,000 shares of the Corporation's common stock and Maurice Barbakow and Hope Barbakow, his wife, the owners of 200,000 shares of the Corporation have entered into an agreement with the Corporation whereby they have returned their shares of common stock to the Corporation in exchange for the return of all of the authorized, issued and outstanding common stock of Community Redevelopment Corp., a subsidiary of the Corporation, and


WHEREAS, Finantra and the Buyer have agreed with the Corporation to amend the Stock Exchange Agreement so as to delete the shares of the stock of Finantra which would be exchanged for the common shares of the Corporation owned by Toner and Barbakow and to further amend said agreement by modifying the number of shares to be distributed at closing to the remaining sellers of the common shares of the Corporation as well as adjust the earnings hurdles for the distribution of common shares of Finantra subsequent to the initial exchange of stock pursuant to the Stock Exchange Agreement, and


WHEREAS, the Corporation, Buyer and Finantra desire to document their amendment into a written instrument.


NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


1. RECITALS: The above and foregoing recitals are true and correct and are incorporated herein.


2. RELEASE OF BARBAKOW AND TONER FROM STOCK EXCHANGE AGREEMENT AND APPROVAL OF DIVESTITURE OF COMMUNITY REDEVELOPMENT CORP. AS A SUBSIDIARY OF THE CORPORATION: The Buyer and Finantra agree that the Corporation can return to Toner and Barbakow all of the authorized, issued and outstanding common stock owned by the Corporation in Community Redevelopment Corp. in exchange for the return to the Corporation by Barbakow and Toner of their collective 400,000 shares of the common stock of the Corporation.


3. AMENDMENTS TO STOCK EXCHANGE AGREEMENT: The Buyer, Finantra and the Corporation agree to the following amendment to the Stock Exchange Agreement dated July 20, 1998:


3.1 The first WHEREAS clause shall be amended to provide as
follows:


WHEREAS, the Sellers collectively own 100% of the authorized,
issued and outstanding common shares of Ameritrust Holdings,
Inc., consisting of 1,095,000 common shares (the "Shares").


3.2 Section 2 is hereby amended as follows:


2. EXCHANGE AND TRANSFER OF SHARES: The Seller shall
transfer, and convey to the Buyer and the Buyer
shall acquire from the Seller 90% of the authorized,
issued, and outstanding common shares of the
Corporation consisting of 1,000,000 shares as
follows:


A. 504 Shares: The Buyer will exchange with
the Sellers owning the Corporation's Shares sold
pursuant to Section 504 of the Act ["504 Shares"]
one common share of Medley for each 504 Share owned
by the Sellers. The total number of 504 Shares
outstanding by the Corporation are 95,000 shares and
all outstanding 504 Shares owned by the Sellers
shall be exchanged on the closing date.


(1) Medley agrees with respect to the
Exchanged 504 Shares to file a
registration statement with the
Securities and Exchange Commission
within 30 days following the
closing date and diligently pursue
the registration of said shares,
including responding to comment
letters, if any, and to do its
best to have the registration
become effective.


B. Restricted Shares: The balance of the
outstanding


Shares of the Corporation owned by the Sellers are
...