IN WITNESS WHEREOF, the parties hereto have caused this Convertible
Debenture Purchase Agreement to be executed by the undersigned, thereunto duly
authorized, as of the date first set forth above.
Latin American Casinos, Inc.
By __________________________
Name: Jeffrey Felder
Title: President
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No. 2000- $ USD
--------- ----------
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
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
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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.
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
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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
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.
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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. 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
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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 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
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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 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
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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.
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
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shares then held by all selling stockholders desiring to participate in such
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
<PAGE>
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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