SECOND DEBT RESTRUCTURE AGREEMENT

Exhibit 10.23


SECOND DEBT RESTRUCTURE AGREEMENT


This Agreement dated March 15, 2000, but effective as of March 7, 2000 (the "EFFECTIVE DATE") is between Stanwich Financial Services Corp., a Rhode Island corporation ("SFSC"), and NAB Asset Corporation, a Texas corporation ("NAB").


RECITALS


a. On the Effective Date NAB was indebted to SFSC under the Promissory Notes listed on Schedule A hereto (the "NAB NOTES").


b. The Notes were amended by the following agreements between SFSC and NAB: (1) Debt Restructure Agreement dated August 13, 1998 (the "DRA") and (ii) Payment Deferral Agreement dated March 26, 1999 (the "PDA").


c. SFSC is indebted to NAB under a Promissory Note dated May 12, 1999 in the original principal amount of $921,345.24, issued by SFSC to NAB (the "SFSC NOTE").


d. NAB has requested that the indebtedness evidenced by the NAB Notes be restructured and that SFSC subordinate $4,000,000 of such indebtedness to NAB's obligations to Bank United, as agent Bank (the "BANK") under a certain Guaranty dated June 15, 1999 issued by NAB to the Bank, as hereinafter provided. SFSC has agreed to restructure and to subordinate a portion of the indebtedness represented thereby, on the terms hereinafter set forth.


NOW THEREFORE in consideration of the premises, the parties hereby agree as follows:


SECTION 1. ACKNOWLEDGMENT RE INDEBTEDNESS UNDER NAB NOTES.


On the Effective Date, NAB made (i) an interest payment to SFSC under the NAB Notes in the amount of $229,459.58, the same constituting all accrued interest under the NAB Notes to the Effective Date and (ii) a principal payment to SFSC under the NAB Notes in the amount of $270,540.42 (which was applied against NAB Note A (as defined in Schedule A)). After giving effect to such payment (and before giving effect to the transactions referred to below in this Agreement), the aggregate indebtedness of NAB under the NAB Notes as of the Effective Date was $7,849,296.88, all of which was principal.


SECTION 2. ACKNOWLEDGMENT RE INDEBTEDNESS UNDER THE SFSC NOTE.


The aggregate indebtedness of SFSC under the SFSC Note as of the Effective Date was $296,127.68, (before giving effect to the transactions referred to below in this Agreement), consisting of $276,832.82 of principal and $19,294.86 of accrued and unpaid interest to the Effective Date.


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SECTION 3. SETOFF.


On the Effective Date, NAB paid $296,127.68 of principal under NAB Note A by setoff against (i) $276,832.82 of principal under the SFSC Note and (ii) $19,294.86 of accrued interest under the SFSC Note.


After giving effect to such setoff and the payment referred to in Section 1, (i) all interest under the NAB Notes to the Effective Date has been paid, (ii) the SFSC Note (including all principal and accrued interest to the Effective Date) has been paid in full, (iii) the principal of NAB Note A was reduced to $53,169.20 and (iv) the aggregate principal of all the NAB Notes (including NAB Note A) was reduced to $7,553,169.20. NAB shall promptly return the original of the SFSC Note to SFSC, marked "PAID."

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