EXHIBIT 3
[FORM OF DEBENTURE]
No. 2000- $ USD
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LATIN AMERICAN CASINOS, INC.
6% Convertible Debenture due June 13, 2001
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THERE IS AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
This Convertible Debenture is duly authorized issue of Convertible
Debentures of Latin American Casinos, Inc., a Delaware corporation (the
"Issuer"), issued on December 14, 2000 (the "Issuance Date"), and designated as
its 6% Convertible Debenture due June 13, 2001 (the "Debenture").
FOR VALUE RECEIVED, the Issuer promises to pay to
the registered holder hereof or its registered assigns, if any (the "Holder"),
the principal sum of:
United States Dollars,
on or prior to June 13, 2001 (the "Maturity Date") or such earlier date this
Debenture is required to be repaid by the Issuer pursuant to the terms herein,
and to pay simple interest as outlined below, at the rate of six (6%) percent
per annum. Accrual of interest shall commence as of the Issuance Date. Interest
shall be payable by the Issuer, at the Issuer's option, in cash or in that
number of shares of common stock of the Issuer (the "Common Stock") (at a price
per share calculated pursuant to the conversion formula contained below), upon
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the earlier to occur of (i) upon conversion of this Debenture into shares of
Common Stock pursuant to the conversion features set forth below, or (ii) upon
an Event of Default as defined below, and if an Event of Default occurs interest
due hereunder shall be payable in cash or Common Stock as set forth herein at
the option of the Holder. Unless otherwise agreed in writing by both parties
hereto, the interest so payable will be paid to the person in whose name this
Debenture (or one or more predecessor Debentures) is registered on the records
of the Issuer regarding registration and transfers of the Debenture (the
"Debenture Register"), provided, however, that the Issuer's obligation to a
transferee of this Debenture arises only if such transfer, sale or other
disposition is made in accordance with the terms and conditions contained in the
Agreement and this Debenture. This Debenture has been issued under the terms and
provisions of the Convertible Debenture Purchase Agreement dated as of December
14, 2000 between the Issuer and Holder (the "Agreement") and shall be subject to
all of the terms and conditions and entitled to all of the benefits thereof. In
the event the principal amount of this Debenture has not been repaid by the
Issuer to the Holder as of the close of business on the Maturity Date, then at
such time the Holder shall have the option of receiving (i) repayment of the
principal amount then outstanding to the Holder in cash or cash equivalent, plus
accrued and unpaid interest for this Debenture then outstanding, or (ii)
Conversion Shares (as defined below) for the then remaining principal and
interest outstanding. In the event the Issuer enters into a definitive
agreement, the result of which is a consolidation or merger of the Issuer with
or into another corporation or other entity, or the sale of all or substantially
all of the Issuer's assets to another corporation or other entity, then this
Debenture shall automatically convert into shares of Common Stock in accordance
with Section 4 below, as if the date such agreement was executed by the parties
thereto was a Conversion Date (as defined below).
The Debenture is subject to the following additional provisions:
1. The Debenture is exchangeable for like Debentures in equal
aggregate principal amount of authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for such
registration or transfer or exchange.
2. The Issuer shall be entitled to withhold from all payments of
principal and/or interest of this Debenture any amounts required to be withheld
under the applicable provisions of the U.S. Internal Revenue Code of 1986, as
amended, or other applicable laws at the time of such payments.
3. This Debenture has been issued subject to investment
representations of the original Holder hereof and may be transferred or
exchanged only in compliance with the Securities Act and applicable state
securities laws and in compliance with the restrictions on transfer provided in
the Agreement. Prior to the due presentment for such transfer of this Debenture,
the Issuer and any agent of the Issuer may treat the person in whose name this
Debenture is duly registered on the Issuer's debenture register as the owner
hereof for the purpose of receiving payment as herein provided and all other
purposes, whether or not this Debenture is overdue, and neither the Issuer nor
any such agent shall be affected by notice to the contrary. The transferee shall
be bound, as the original Holder by the same representations and terms described
herein and under the Agreement.
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4. The Holder of this Debenture is entitled, at its option, at any
time commencing on the date hereof up until the Maturity Date, the principal
amount of this Debenture or any portion thereof, into shares of fully paid and
non assessable Common Stock of the Issuer ("Conversion Shares") at a conversion
price for each Conversion Share ("Conversion Price") equal to $1.75. The number
of Conversion Shares due to the Holder is to be derived from dividing the
Conversion Amount by the Conversion Price. For purposes of this Debenture, the
"Conversion Amount" shall mean the principal dollar amount of the Debenture
being converted. In the event the principal amount of this Debenture has not
been repaid by the Issuer to the Holder (in the manner set forth in the first
sentence of this Section 4) as of the close of business on the Maturity Date,
then at such time the Issuer shall issue Conversion Shares for the then
remaining principal amount outstanding with no requirement of a Notice of
Conversion (as defined below), and the Maturity Date being deemed a Conversion
Date (as defined below). The Holder may exercise its right to convert the
Debenture by telecopying an executed and completed notice of conversion (the
"Notice of Conversion") to the Issuer and delivering the original Notice of
Conversion and the original Debenture to the Issuer by express courier. Each
business day on which a Notice of Conversion is telecopied to and received by
the Issuer in accordance with the provisions hereof shall be deemed a
"Conversion Date". The Issuer will transmit the certificates representing
Conversion Shares issuable upon such conversion of the Debenture (together with
the certificates representing the Debenture not so converted) to the Holder via
express courier, by electronic transfer (if applicable) or otherwise within five
Business Days after the Conversion Date, provided, the Issuer has received the
original Notice of Conversion and Debenture being so converted. If the Company
has not received the original Notice of Conversion and original Debenture being
converted within three Business Days after Conversion Date, then the Issuer
shall transmit the certificates representing the Conversion Shares issuable upon
such conversion of the Debenture (together with the certificates representing
the Debenture not so converted) to the Holder via express courier, by electronic
transfer (if applicable) or otherwise within five business days after receipt of
the original Notice of Conversion and original Debenture being converted.
The Notice of Conversion and Debenture representing the portion of
the Debenture converted shall be delivered as follows:
To the Issuer:
Latin American Casinos, Inc.
2000 NE 164th Street
North Miami Beach, FL 33162
Attention: President
Facsimile: (305) 945-0288
Telephone: (305) 945-9300
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With a copy to:
The Goldstein Law Group, P.C.
65 Broadway, 10th Floor
New York, NY 10006
Attention: Jeffrey M. Stein
Facsimile: (212) 809-4228
Telephone: (212) 809-4220
or to such other address as may be communicated by the Issuer to
the Holder in writing.
The principal amount of this Debenture shall be reduced as per
that principal amount indicated on the Notice of Conversion upon the proper
receipt by the Holder of such Conversion Shares due upon such Notice of
Conversion.
5. Upon each adjustment of the Conversion Price (as set forth below),
the Holder shall thereafter be entitled to (but not obligated to) receive upon
conversion of this Debenture, at the Conversion Price resulting from such
adjustment, the number of shares of Common Stock obtained by (i) multiplying the
Conversion Price in effect immediately prior to such adjustment by the number of
shares of Common Stock receivable hereunder immediately prior to such adjustment
and (ii) dividing the product thereof by the Conversion Price resulting from
such adjustment. The Conversion Price shall be adjusted as follows:
(i) In the case of any amendment to the Issuer's Articles of
Incorporation to change the designation of the Common Stock or the rights,
privileges, restrictions or conditions in respect to the Common Stock or
division of the Common Stock, this Debenture shall be adjusted so as to provide
that upon exercise thereof, the Holder shall receive, in lieu of each share of
Common Stock theretofore issuable upon such conversion, the kind and amount of
shares, other securities, money and property receivable upon such designation,
change or division by the Holder issuable upon such conversion had the
conversion occurred immediately prior to such designation, change or division.
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This Debenture shall be deemed thereafter to provide for adjustments, which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section. The provisions of this Subsection (i) shall apply in the
same manner to successive reclassifications, changes, consolidations and
mergers.
(ii) If the Issuer shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock, or
declare a dividend or make any other distribution upon the Common Stock payable
in shares of Common Stock, the Conversion Price in effect immediately prior to
such subdivision or dividend or other distribution shall be proportionately
reduced, and conversely, in case the outstanding shares of Common Stock shall be
combined into a smaller number of shares of Common Stock, the Conversion Price
in effect immediately prior to such combination shall be proportionately
increased.
(iii) If any capital reorganization or reclassification of the
capital stock of the Issuer, then, the Holder shall thereafter have the right to
receive upon the conversion hereof upon the basis and upon the terms and
conditions specified herein, such shares of stock, securities, other evidence of
equity ownership or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of Common Stock immediately theretofore receivable upon the
conversion of this Debenture under this Section had such reorganization,
reclassification, consolidation, merger or sale not taken place, and in any such
case appropriate provisions shall be made with respect to the rights and
interests of the holder to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the Conversion Price and of
the number of shares of Common Stock receivable upon the conversion of this
Debenture) shall thereafter be applicable, as nearly as may be, in relation to
any shares of stock, securities, other evidence of equity ownership or assets
thereafter deliverable upon the exercise hereof including an immediate
adjustment, by reason of such consolidation or merger, of the Conversion Price
to the value for the Common Stock reflected, by the terms of such consolidation
or merger if the value so reflected is less than the Conversion Price in effect
immediately prior to such consolidation or merger. Subject to the terms of this
Debenture, in the event of a merger or consolidation of the Issuer with or into
another corporation or other entity as a result of which the number of shares of
common stock of the surviving corporation or other entity issuable to investors
of Common Stock, is greater or lesser than the number of shares of Common Stock
outstanding immediately prior to such merger or consolidation, then the
Conversion Price in effect immediately prior to such merger or consolidation
shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock. If a purchase, tender or
exchange offer is made to and accepted by the holders of more than fifty (50%)
percent of the outstanding shares of Common Stock, the Issuer shall not effect
any consolidation, merger or sale with the person having made such offer or with
any affiliate of such person, unless prior to the consummation of such
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consolidation, merger or sale the Holder shall have been given a reasonable
opportunity to then elect to receive upon the conversion of this Debenture the
amount of stock, securities, other evidence of equity ownership or assets then
issuable with respect to the number of shares of Common Stock in accordance with
such offer.
(iv) In case the Issuer shall, at any time prior to conversion of
this Debenture, consolidate or merge with any other corporation or other entity
(where the Issuer is not the surviving entity) or transfer all or substantially
all of its assets to any other corporation or other entity, then the Issuer
shall cause effective provision to be made so that the Holder upon the
conversion of this Debenture after the effective date of such transaction shall
be entitled to receive the kind and, amount of shares, evidences of indebtedness
and/or other securities or property receivable on such transaction by the Holder
of the number of shares of Common Stock as to which this Debenture was
convertible immediately prior to such transaction (without giving effect to any
restriction upon such exercise); and, in any such case, appropriate provision
shall be made with respect to the rights and interests of the Holder to the end
that the provisions of this Debenture shall thereafter be applicable (as nearly
as may be practicable) with respect to any shares, evidences of indebtedness or
other securities or assets thereafter deliverable upon conversion of this
Debenture. Upon the occurrence of any event described in this Subsection (iv),
the Holder shall have the right to (a) convert this Debenture immediately prior
to such event at a Conversion Price equal to the lesser of (1) the Conversion
Price or (2) the price per share of Common Stock paid in such event, or (b)
retain ownership of this Debenture, in which event, appropriate provisions shall
be made so that this Debenture shall be convertible at the Holder's option into
shares of stock, securities or other equity ownership of the surviving or
acquiring entity.
(v) In the case of any (a) consolidation or merger of the Issuer
into any entity (other than a consolidation or merger that does not result in
any reclassification, conversion, exchange or cancellation of outstanding shares
of Common Stock of the Issuer), (b) sale, transfer, lease or conveyance of all
or substantially all of the assets of the Issuer as an entirety or substantially
as an entirety, or (c) reclassification, capital reorganization or change of the
Common Stock (other than solely a change in par value, or from par value to no
par value), in each case as a result of which shares of Common Stock shall be
converted into the right to receive stock, securities or other property
(including cash or any combination thereof), the holder of this Debenture then
outstanding shall have the right thereafter to convert such share only into the
kind and amount of securities, cash and other property receivable upon such
consolidation, merger, sale, transfer, capital reorganization or
reclassification by a holder of the number of shares of Common Stock of the
Issuer into which such Debenture would have been converted immediately prior to
such consolidation, merger, sale, transfer, capital reorganization or
reclassification, assuming such holder of Common Stock of the Issuer (A) is not
an entity with which the Issuer consolidated or into which such sale or transfer
was made, as the case may be ("constituent entity"), or an affiliate of the
constituent entity, and (B) failed to exercise his or her rights of election, if
any, as to the kind or amount of securities, cash and other property receivable
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upon such consolidation, merger, sale or transfer (provided that if the kind or
amount of securities, cash or other property receivable upon such consolidation,
merger, sale or transfer is not the same for each share of Common Stock of the
Issuer held immediately prior to such consolidation, merger, sale or transfer by
other than a constituent entity or an affiliate thereof and in respect of which
the Issuer merged into the Issuer or to which such rights or election shall not
have been exercised ("non-electing share"), then for the purpose of this
paragraph the kind and amount of securities, cash or other property receivable
upon such consolidation, merger, sale or transfer by each non-electing share
shall be deemed to be the kind and amount so receivable per share by a majority
of the non-electing shares). If necessary, appropriate adjustment shall be made
in the application of the provision set forth herein with respect to the rights
and interest thereafter of the Holder, to the end that the provisions set forth
herein shall thereafter correspondingly be made applicable, as nearly as may
reasonably be, in relation to any shares of stock or other securities or
property thereafter deliverable on the conversion of this Debenture. The above
provisions shall similarly apply to successive consolidations, mergers, sales,
transfers, capital reorganizations and reclassifications. The Issuer shall not
effect any such consolidation, merger, sale or transfer unless prior to or
simultaneously with the consummation thereof the successor issuer or entity (if
other than the Issuer) resulting from such consolidation, merger, sale or
transfer shall assume, by written instrument, the obligation to deliver to the
Holder such shares of Common Stock, securities or assets as, in accordance with
the provisions of this Debenture, such Holder may be entitled to receive under
this Debenture.
(vi) The Issuer will not, by amendment of its Articles of
Incorporation or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Issuer, but will
at all times in good faith assist in the carrying out of all the provisions of
this Debenture and in taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the Holder against
impairment.
(vii) Whenever the Conversion Price shall be adjusted pursuant to
this Section the Issuer shall promptly mail by registered or certified mail,
return receipt requested, to the Holder a certificate signed by its President
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated
(including a description of the basis on which the Board of Directors of the
Issuer made any determination hereunder), and the Conversion Price after giving
effect to such adjustment, and shall cause copies of such certificates to be
mailed (by first-class mail, postage prepaid) to the Holder. The Issuer shall
make such certificate and mail it to the Holder immediately after each
adjustment.
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6. No provision of this Debenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, upon an Event of
Default (as defined below), to pay the principal of, and interest on this
Debenture at the place, time, and rate, and in the coin or currency herein
prescribed.
7. The Issuer hereby expressly waives demand and presentment for
payment, notice on nonpayment, protest, notice of protest, notice of dishonor,
notice of acceleration or intent to accelerate, and diligence in taking any
action to collect amounts called for hereunder and shall be directly and
primarily liable for the payment of all sums owing and to be owing hereon,
regardless of and without any notice, diligence, act or omission as or with
respect to the collection of any amount called for hereunder.
8. If one or more of the following described "Events of Default"
shall occur,
(a) Any of the representations, covenants, or warranties made by
the Issuer herein, or in the Agreement (including all Exhibits annexed
thereto) shall have been incorrect when made in any material respect or
shall thereafter be determined to be incorrect; or
(b) The Issuer shall breach, fail to perform, or fail to observe
in any material respect any material covenant, term, provision,
condition, agreement or obligation of the Issuer under this Debenture,
the Agreement, between the parties of even date herewith, and such
breach or failure has not been cured within ten business days after
receipt of written notice from the Holder setting forth such breach or
failure; or
(c) A trustee, liquidator or receiver shall be appointed for the
Issuer or for a substantial part of its property or business without
its consent and shall not be discharged within thirty (30) calendar
days after such appointment; or
(d) Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall assume
custody or control of the whole or any substantial portion of the
properties or assets of the Issuer and shall not be dismissed within
thirty (30) calendar days thereafter; or
(e) Bankruptcy reorganization, insolvency or liquidation
proceedings or other proceedings for relief under any bankruptcy law or
any law for the relief of debtors shall be instituted by or against the
Issuer and, if instituted against the Issuer, Issuer shall by any
action or answer approve of, consent to or acquiesce in any such
proceedings or admit the material allegations of, or default in
answering a petition filed in any such proceeding or such proceedings
shall not be dismissed within thirty (30) calendar days thereafter; or
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(f) The Issuer shall have failed to deliver shares of Common
Stock issuable upon conversion of the Debentures within five business
days of when due under the terms of this Debenture.
Then, or at any time thereafter, and in each and every such case,
unless such Event of Default shall have been waived in writing by the Holder
(which waiver shall not be deemed to be a waiver of any subsequent default) or
cured as provided herein, at the option of the Holder, and in the Holder's sole
discretion, the Holder may consider this Debenture (and all interest through
such date) immediately due and payable in cash, without presentment, demand
protest or notice of any kind, all of which are hereby expressly waived,
anything herein or in any note or other instruments contained to the contrary
notwithstanding, and Holder may immediately, and without expiration of any
period of grace, enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law (including but
not limited to consequential damages if any). It is agreed that in the event of
such action, such Holder shall be entitled to receive all reasonable fees, costs
and expenses incurred, including without limitation such reasonable fees and
expenses of attorneys. The parties acknowledge that a change in control of the
Issuer shall not be deemed to be an Event of Default as set forth herein.
9. In case any provision of this Debenture is held by a court of
competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Debenture will not in any way
be affected or impaired thereby.
10. The Holder shall have the right to include all of the Conversion
Shares underlying this Debenture (the "Registrable Securities") as part of any
registration of securities filed by the Issuer (other than in connection with a
transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to
Form S-4 or S-8) and must be notified in writing of such filing as soon as
reasonably practicable; PROVIDED, HOWEVER, that the Holder agrees it shall not
have any piggy-back registration rights pursuant to this Debenture if the
Conversion Shares underlying this Debenture may be sold in the United States
pursuant to the provisions of Rule 144 without any restriction on resale. Holder
shall have five business days after receipt of the aforementioned notice from
the Issuer, to notify the Issuer in writing as to whether the Issuer is to
include Holder or not include Holder as part of such registration; PROVIDED,
HOWEVER, that if any registration pursuant to this paragraph shall be
underwritten, in whole or in part, the Issuer may require that the Registrable
Securities requested for inclusion pursuant to this paragraph be included in the
underwriting on the same terms and conditions as the securities otherwise being
sold through the underwriters. If in the good faith judgment of the underwriter
evidenced in writing of such offering only a limited number of Registrable
Securities should be included in such offering, or no such shares should be
included, the Holder, and all other selling stockholders, shall be limited to
registering such proportion of their respective shares as shall equal the
proportion that the number of shares of selling stockholders permitted to be
registered by the underwriter in such offering bears to the total number of all
shares then held by all selling stockholders desiring to participate in such
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offering. All registration expenses incurred by the Issuer in complying with the
terms of this Debenture shall be paid by the Issuer, exclusive of underwriting
discounts, commissions and legal fees and expenses for counsel to the Holder.
11. This Debenture, together with all documents referenced herein,
embodies the full and entire understanding and agreement between the Issuer and
Holder with respect to the subject matter hereof and supersedes all prior oral
or written agreements and understandings relating to the subject matter hereof.
Neither this Debenture nor any terms hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by the Issuer and the
Holder. All capitalized terms not otherwise defined herein shall have the same
meaning as given in the Agreement. In the event of any inconsistencies between
this Debenture and the Agreement, the Debenture shall control. No statement,
representation, warranty, covenant or agreement of any kind not expressly set
forth in this Debenture shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Debenture.
12. This Debenture will be construed and enforced in accordance with
and governed exclusively by the laws of the State of New York, except for
matters arising under the Securities Act, without reference to principles of
conflicts of law. Each of the parties consents to the exclusive jurisdiction of
the U.S. District Court sitting in the Southern District of the State of New
York sitting in Manhattan in connection with any dispute arising under this
Debenture and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on FORUM NON CONVENIENS, to the
bringing of any such proceeding in such jurisdictions. Each party hereby agrees
that if the other party to this Debenture obtains a judgment against it in such
a proceeding, the party which obtained such judgment may enforce same by summary
judgment in the courts of any country having jurisdiction over the party against
whom such judgment was obtained, and each party hereby waives any defenses
available to it under local law and agrees to the enforcement of such a
judgment. Each party to this Debenture irrevocably consents to the service of
process in any such proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to such party at its address set forth herein.
Nothing herein shall affect the right of any party to serve process in any other
manner permitted by law. Each party waives its right to a trial by jury.
13. Upon receipt by the Issuer of evidence of the loss, theft,
destruction or mutilation of any Debenture certificate(s), and (in the case of
loss, theft or destruction) of indemnity or security reasonably satisfactory to
the Issuer, and upon the cancellation of the Debenture certificate(s), if
mutilated, the Issuer shall execute and deliver new certificates for
Debenture(s) of like tenure and date.
14. This Debenture does not entitle the Holder hereof to any voting
rights or other rights as a shareholder of the Issuer prior to the conversion
into Common Stock thereof, except as provided by applicable law. If, however, at
the time of the surrender of this Debenture and conversion the Holder hereof
shall be entitled to convert this Debenture, the Conversion Shares so issued
shall be and be deemed to be issued to such holder as the record owner of such
shares as of the close of business on the Conversion Date.
15. Except as expressly provided herein or as required by law, so long
as this Debenture remains outstanding, the Issuer shall not, without the
approval by vote or written consent by the Holder, take any action that would
adversely affect the rights, preferences or privileges of this Debenture.
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IN WITNESS WHEREOF, the Issuer has caused this Convertible Debenture to
be duly executed by an officer thereunto duly authorized.
LATIN AMERICAN CASINOS, INC.
By _______________________________
Name: Jeffrey Felder
Title: President
Date: December 14, 2000
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NOTICE OF CONVERSION
(To be Executed by the Registered Holder in order to Convert the Debenture)
The undersigned hereby irrevocably elects to convert $ ________________
of the principal amount of the above Debenture No. ___ into Shares of Common
Stock of Latin American Casinos, Inc. according to the conditions hereof, as of
the date written below.
Date of Conversion ____________________________________________________________
Applicable Conversion Price ___________________________________________________
Signature______________________________________________________________________
[Name]
Address:______________________________________________________________________
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