<PAGE>


                   FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

          This First Amendment to Stock Purchase Agreement (this "Amendment")
is made and entered into as of October _, 1999 (the "Effective Date"), by and
among Finantra Capital, Inc., a Delaware corporation ("Finantra"), Travelers
Acquisition Corporation, a Florida corporation (the "Buyer"), the Shareholders
whose names appear on the signature pages attached hereto (the "Sellers") and
Travelers Investment Corporation, a California corporation (the "Corporation").
Terms with initial capital letters used in this Amendment and not otherwise
defined herein shall have the same meanings set forth in the Agreement.

                                    RECITALS

          A. Finantra, the Buyer, the Sellers and the Corporation entered into a
Stock Purchase Agreement (the "Agreement"), pursuant to which the Buyer is to
purchase from the Sellers, and the Sellers are to sell to the Buyer, all of the
issued and outstanding common stock of the Corporation.

          B. Finantra, the Buyer, the Sellers and the Corporation now wish to
amend the Agreement to reflect certain modifications made, and additional
provisions added, as a result of continued negotiations between the parties.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

          1. Modifications to Agreement: The Agreement is hereby amended and
modified as follows:

             1.1 Section 2.6 of the Agreement shall be deleted in its entirety
and replaced with the following:

         "Closing Date" shall mean the date on which the Closing occurs;
         provided, however, that for operations and financial reporting purposes
         only, the Closing Date shall be September 30, 1999.

             1.2 Section 4.2.1 of the Agreement shall be deleted in its entirety
and replaced with the following:

         Sources of Cash Due at Closing: The cash due at Closing shall be
         derived by the Buyer utilizing Debt obtained from Finova Capital
         Corporation and BHC Interim Funding, L.P. (collectively, the "Senior
         Lender") who will secure the Debt at their option with joint or
         separate superior liens on the tangible and intangible assets of the
         Corporation and Subsidiaries and such other forms of collateral which
         the Senior Lender deems appropriate and necessary including but not
         limited to a pledge of the Shares of the common stock in the
         Corporation and/or Subsidiaries. Subject to the provisions of Section
         10.5 hereof, the Sellers agree that the Debt of the Senior Lender
         shall be superior to the Notes and their security and the Sellers
         agree to execute all




<PAGE>



         documentation reasonably required by Senior Lender confirming the
         subordinate nature of the Notes, including Subordination Agreements in
         a form acceptable to the Sellers. The balance of the cash due at
         Closing shall be cash from the Buyer. "Debt" shall mean financing
         provided by the Senior Lender to fund the purchase of the Corporation's
         stock or its ongoing operations. Prior to the Closing Date, the Buyer
         shall provide the Sellers with operating projections that demonstrate
         the Buyer's ability to repay the Debt and the Notes.


             1.3 Section 4.3 of the Agreement shall be deleted in its entirety
and replaced with the following:

         Purchase Price Adjustment. The Purchase Price for the Shares shall be
         adjusted upward on a dollar-for-dollar basis to the extent the
         stockholders' equity of the Corporation as of September 30, 1999 (the
         "September 30 Stockholders' Equity") exceeds Twelve Million One Hundred
         Twenty-Eight Thousand Two Hundred Eighty-One Dollars ($12,128,281) and
         downward on a dollar-for-dollar basis to the extent the September 30
         Stockholders' Equity is below Twelve Million One Hundred Twenty-Eight
         Thousand Two Hundred Eighty-One Dollars ($12,128,281). The
         determination of September 30 Stockholders' Equity shall be made by
         Deloitte & Touche LLP, the outside independent accountants of the
         Corporation ("Deloitte"), in accordance with GAAP consistently applied
         with the 1998 year end audit of the Corporation's financial statements.
         The determination shall be made within sixty (60) days of the Closing
         Date. In arriving at such determination no adjustment to reserves for
         the items mentioned in Section 18.1.3 shall be made as the parties
         intend to separately deal with those matters as indicated in that
         section. Deloitte's determination shall be deemed final and binding
         upon each of the parties hereto. Any upward adjustment to the Purchase
         Price made pursuant to this Section 4.3 shall first be offset against
         any indemnification claim made by the Buyer or Finantra pursuant to
         Section 18.1. Any downward adjustment to the Purchase Price shall be
         offset against the next ensuing principal payments on the Notes and
         shall be subject to the limitations set forth in Section 18.7

             1.4 Section 10.4 of the Agreement shall be deleted in its entirety
and replaced with the following:

         Minimum Stockholders' Equitv: During the Note Period, Finantra shall at
         all times maintain stockholders' equity, as determined in accordance
         with GAAP, of at least Eleven Million Five Hundred Thousand Dollars
         ($11,500,000.00). Failure to meet this threshold amount at all times
         during the Note Period shall constitute a material default under the
         Notes, and Finantra shall provide prompt written notice of such default
         to each Seller. During the Note Period, (i) each of the Buyer and
         Finantra shall deliver to each Seller annual, quarterly and monthly
         financial statements, and (ii) Finantra shall deliver to each Seller
         any Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed
         by it with the SEC.


                                       2
<PAGE>

             1.5 Immediately following Section 10.4 of the Agreement, a new
Section 10.5 shall be added thereto, which shall consist of the following:

         10.5 Cap on Senior Lender Debt. During the Note Period, the Buyer shall
         not cause or permit the outstanding principal amount of any debt owing
         from Buyer to Senior Lender to exceed at any time the aggregate sum of
         $30,000,000.00 (the "Senior Lender Debt Cap"). The Senior Lender Debt
         Cap shall be increased on a dollar-for-dollar basis by the amount of
         any prepayment made by the Buyer against the aggregate principal
         amount of the Notes, which prepayment if made shall be applied on a
         pro rata basis to all of the Notes.

             1.6 Section 15 of the Agreement shall be deleted in its entirety
and replaced with the following:

         CLOSING: The Closing of this transaction shall take place at the
         offices of Luce, Forward, Hamilton & Scripps LLP, 600 West Broadway,
         Suite 2600, San Diego, California 92101, at 10:00 a.m. on October 29,
         1999.

             1.7 Section 17.2 of the Agreement shall be deleted in its entirety
and replaced with the following:

         by the Buyer or Sellers, if the Closing shall not have taken place on
         or before October 29, 1999, provided, however, that the right to
         terminate this Agreement under this provision shall not be available to
         any Party whose failure to fulfill any obligations under this Agreement
         has been the cause of or resulted in the failure of the Closing to
         occur on or before such date;

             1.8 Section 18.1.3 of the Agreement shall be deleted in its
entirety and replaced with the following:

         The Corporation's dispute with the Maryland Consumer Protection
         Division regarding payments received by the Corporation under certain
         contracts it purchased from Interlink Travel Network, Inc., or the
         default on the Corporation's leases by Scrub-a-Club, Inc.; provided,
         however, that the indemnification obligations of the Sellers under this
         Section 18.1.3 shall be limited (i) to the extent to which the
         applicable Losses exceed the amount reserved on the Corporation's
         Financial Statements in relation to such Losses as of the Closing Date,
         and (ii) by the applicable provisions of and handled pursuant to
         Section 18.7; but provided, further, that any amount by which such
         reserves exceed such Losses shall be deemed an adjustment to the
         Purchase Price and distributed to the Sellers, in accordance with their
         pro rata ownership of the Shares set forth on Schedule 3, concurrently
         with the Buyer's final payment on the Notes. The applicable Losses and
         the excess by which such reserves exceed such Losses shall be
         determined by Deloitte, in accordance with GAAP, as of the date 23
         months following the Closing Date. The adjustments to purchase price
         provided for herein shall be netted against adjustments to purchase


                                       3
<PAGE>

         price, if any, attributable to the provisions of Section 4.3.

             1.9 Section 18.8 of the Agreement shall be deleted in its entirety
and replaced with the following:

         Indemnification Pavment Adjustments. Any payments made under this
         Section 18 shall be net of related tax effects, taking into account any
         deductions available to the indemnified party for their payment or
         accrual of the loss amount, and net of insurance proceeds received or
         to be received by the indemnified party on account of such
         indemnification claim. The parties shall diligently submit claims and
         pursue recovery of any Losses covered or potentially covered by the
         past or present insurance policies of Sellers, the Corporation or
         Buyer, as appropriate.

             1.10 Section 22.1 of the Agreement shall be deleted in its
entirety and replaced with the following:

         The Sellers and the Buyer acknowledge and understand that the
         Corporation's "S" corporation status terminated, and beneficial
         ownership ofthe Shares was transferred, effective as of September 30,
         1999. Immediately prior to September 30, 1999, the Corporation shall
         have declared a dividend to each Seller (the "Closing Dividend") in an
         amount equal to (a) that portion of the Corporation's income attributed
         to such Seller during the period commencing on January 1, 1999 and
         ending on September 30, 1999 (the "Short Tax Year"), less (b) the
         amount of any dividends declared by the Corporation and paid to such
         Seller during the Short Tax Year. The Closing Dividend shall be
         calculated and paid by the Corporation no later than one month
         following the Closing Date. The declaration of the Closing Dividend by
         the Corporation pursuant to this Section 22.1 shall not cause the
         September 30 Stockholders' Equity to fall below Twelve Million One
         Hundred Twenty-Eight Thousand Two Hundred Eighty-One Dollars
         ($12,128,281).

             1.11 Section 22.2 of the Agreement shall be deleted in
its entirety and replaced with the following:

         Following the Closing, the Buyer and the Corporation shall provide to
         the Sellers' accountants, without charge, such information from the
         Corporation's books and records as may be reasonably necessary for the
         preparation of such Sellers' tax returns for the Short Tax Year (the
         "Short Year Tax Returns"). Each Seller shall be solely responsible for
         his or her own accountants fees and costs incurred in preparing such
         Short Year Tax Returns and any tax shown to be due thereon. All
         expenses of the Corporation shall be determined as if its taxable year
         closed on September 30, 1999.

             1.12 Section 22.4 of the Agreement shall be deleted in its
entirety and replaced with the following:


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<PAGE>

         Certain of the Sellers are nonresidents of California. The Corporation
         and such Sellers have heretofore entered into agreements at the request
         of such nonresident Sellers pursuant to which such nonresident Sellers
         have executed a group nonresident return election on FTB Form 3865 or
         its equivalent, and pursuant thereto the Corporation prepares and files
         group nonresident estimated tax returns (FTB Form 540-ES or its
         equivalent) and group nonresident tax returns on behalf of each
         Nonresident Seller (FTB Form 540 NR or its equivalent). In keeping with
         this prior practice, the Corporation pays the taxes shown out of funds
         withheld from nonresident Sellers. The Buyer and the Corporation agree
         that the Corporation shall prepare and file a quarterly estimate group
         return for the calendar quarter ending on September 30, 1999 and a
         final group return for the year in which the Closing occurs and shall
         charge any tax due against the amounts next coming due to nonresident
         Sellers under the terms of the Notes.

         2. Other Provisions Unmodified. Except as expressly modified hereby,
the rights, obligations and terms of the Agreement shall remain unmodified and
in full force and effect. In the event of a conflict between the Amendment and
the Agreement, the Amendment shall be controlling.

         3. Counterparts. This Amendment may be executed in several
counterparts, and all so executed shall constitute an agreement, binding on all
the parties hereto, notwithstanding that all of the parties are not signatory to
the original or the same counterpart.

                           [intentionallY left blank]


                                       5
<PAGE>

         IN WITNESS WHEREOF, this Amendment is made and entered into as of the
Effective Date.

                          FINANTRA:

                              FINANTRA CAPITAL, INC., a Delaware corporation

                              By:
                                 ----------------------------
                                 Robert Press. Chairman

                          BUYER:

                              TRAVELERS ACQUISITION CORPORATION, a Florida
                              corporation

                              By:
                                 ----------------------------
                                 Robert Press. Chairman

                          SELLERS:

                              ------------------------
                              TONY BRADA

                              ------------------------
                              LAURIE RRADA

                              DAVIS FAMILY TRUST

                              By:
                                  --------------------

                              ------------------------
                              CHARLES HAWK

                              ------------------------
                              W.F. HUBNER

        [Signature page to First Amendment to Stock Purchase Agreement]



                                       6
<PAGE>

                                    W.F. HUBNER VOTING TRUST FBO
                                    GLENN BARTH

                                    By:
                                       ------------------------

                                    W.F. HUBNER VOTING TRUST FBO
                                    JAMES HOPPIN

                                    By:
                                       ------------------------

                                    ---------------------------
                                    ALANA McMAINS

                                    ---------------------------
                                    AMBER McMAINS

                                    McMAINS CHILDREN'S TRUST

                                    By:
                                       ------------------------

                                    ---------------------------
                                    RAY SCURLOCK

                                    ---------------------------
                                    MARJORIE SCURLOCK


                                    RODNEY & INGEBORG G. SEARS
                                    FAMILY TRUST

                                    By:
                                       ------------------------

                                    ---------------------------
                                    GISELA SUTTER

                                    ---------------------------
                                    RONALD THOMPSON

                  [Signature page to Stock Purchase Agreement]


                                       7
<PAGE>

                                    EARL R. & LORI M. WILSON FAMILY
                                    TRUST

                                    By:
                                       ------------------------
                                       PERRY WILSON

                                    By:
                                       ------------------------
                                       Mary Wilson, Special Administrator of the
                                       Estate of Perry Wilson

                                    THE ROSIE LEE WILSON-CHEEVER FAMILY
                                    TRUST

                                    By:
                                       -------------------------

                                    THE SHEILA RAE WILSON FAMILY TRUST

                                    By:
                                       -------------------------

                                    WILSON TRUST DTD 3/23/95 (RAY WILSON)

                                    By:
                                       --------------------------

                             CORPORATION:

                                    TRAVELERS INVESTMENT CORPORATION, a
                                    California corooration

                                    By:
                                       --------------------------
                                       Chris Davis. President

                  [Signature page to Stock Purchase Agreement]



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