Debt Restructure Agreement

Exhibit 10.13


DEBT RESTRUCTURE AGREEMENT


This Agreement dated as of August 13, 1998 is between Stanwich Financial Services Corp., a Rhode Island corporation ("SFSC"), and NAB Asset Corporation, a Texas corporation ("NAB").


RECITALS


a. NAB is the holder of the following promissory notes issued to it (collectively, "NAB'S NOTES RECEIVABLE"):


(i) Term Promissory Note dated June 2, 1997 in the
original principal amount of $300,000 issued by
Export Finance Network, Inc. (such issuer being
referred to herein as "EFN" and such note being
referred to herein as the "EFN NOTE"); and


(ii) Promissory Note dated June 27, 1997 in the original
principal amount of $1,300,000 issued by CARS
Holdings, Inc. (the "CARS NOTE").


b. Charles E. Bradley, Sr. and Charles E. Bradley, Jr. have guaranteed the payment of the CARS Note pursuant to a certain Guaranty dated June 27, 1997 (the "BRADLEY CARS GUARANTEE").


c. Charles E. Bradley, Sr. has guaranteed the payment of the EFN Note (the "BRADLEY EFN Guaranty").


d. The EFN Note was issued pursuant to a certain Loan and Option Agreement dated June 2, 1997 between NAB and EFN (the "EFN AGREEMENT").


e. Pursuant to the EFN Agreement, EFN granted to NAB an option (the "EFN OPTION") to purchase 17.65 shares of EFN's common stock (the "OPTION SHARES") for an aggregate price of $17.65 (the "OPTION PRICE").


f. On November 5, 1997, NAB exercised the EFN Option and paid the Option Price to EFN in connection therewith.


g. NAB is indebted to SFSC under a certain Promissory Note dated September 30, 1997 in the original principal amount of $2,500,000 (the "9/97 NAB NOTE"), as well as under certain other promissory notes.


h. NAB desires to pay a portion of its indebtedness under the 9/97 NAB Note by transferring, assigning and endorsing NAB's Notes Receivable to SFSC, and SFSC is willing to accept such payment on the terms hereinafter set forth.


2


i. NAB has requested that SFSC extend the maturity of certain other promissory notes issued by NAB to SFSC, and SFSC is willing to do so on the terms hereinafter set forth.


NOW THEREFORE, the parties agree as follows:


1. For the consideration described in paragraphs 3 and 4, NAB hereby sells, assigns and transfers to SFSC, withou ...