REGISTRATION NO. 333-1612
As filed with the Securities and Exchange Commission on November 25, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
EXHIBITS
TO
AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
FIRST NATIONS FINANCIAL SERVICES COMPANY
EXHIBIT DESCRIPTION
Number Description
3.1 - Certificate of Incorporation.**
3.2 - By-Laws.**
4.1 - Trust Indenture between the Registrant and the Indenture
Trustee.**
4.2 - Form of Notes (included as part of Exhibit 4.1).**
5.1 - Opinion of Sonfield & Sonfield with respect to legality of the
Notes (included in Part II of the Registration Statement).
8.1 - Opinion of Sonfield & Sonfield with respect to tax matters
(included as part of Exhibit 5.1).
10.1 - Indemnification Agreement between the Company and William
T. Juliano.**
10.2 - Indemnification Agreement between the Company and Thomas
E. Juliano.**
10.3 - Lease Agreement covering office space.**
10.4 - Amendment to Lease Agreement covering office space.
23.1 - Consent of Sonfield & Sonfield (included as part of Exhibit
5.1).
23.2 - Consent of Harper & Pearson Company (included in Part II of
the Registration Statement).
25.1 - Statement of Eligibility of Trustee (included in Part II
of the Registration
Statement).
**Previously filed
ADDENDUM TO LEASE
This Addendum dated October 1, 1996 by and between PLAZA INVESTMENT
CORPORATION, a New Jersey corporation located at 560 Fellowship Road, Mount
Laurel, New Jersey 08045 (hereinafter referred to as "Landlord") and FIRST
NATIONS FINANCIAL SERVICES COMPANY, a Delaware corporation located at 560
Fellowship Road, Mount Laurel, New Jersey 08054 (hereinafter referred to as
"Tenant").
W I T N E S S E T H:
The aforementioned parties entered into a lease agreement dated February
1, 1996 for certain premises located in the Landlord's building known as Plaza
Office Center in Mount Laurel, New Jersey.
NOW, THEREFORE, intending to be legally bound, the parties hereby agree
that as of October 1, 1996 the office space currently occupied by the Tenant
shall be reduced in size to six (6) units. The monthly rental shall be
accordingly reduced from Ten Thousand Dollars ($10,000) per month to Five
Thousand Dollars ($5,000) per month for the duration of the term which will
expire on or about January 31, 1998.
Option to Renew. The Tenant is granted the additional right upon
thirty (30) days written notice to Landlord to extend the lease for up to five
(5) one (1) year periods upon the same terms and conditions as originally
drafted.
All other terms of the lease agreement shall remain the same and are in
full force and effect.
PLAZA INVESTMENT CORPORATION
/s/ Karen E. Ehrgott By: /s/ Anthony J. Grippo
Witness Anthony J. Grippo, Vice
President
LANDLORD
FIRST NATIONS FINANCIAL SERVICES
COMPANY
/s/ Deborah A. Dickinson By: /s/ William T.
Juliano
Witness William T. Juliano, President
TENANT
