AMETRINE
CAPITAL, INC.

     

    Debt Conversion
Agreement

     

    AGREEMENT,
dated as of September 21, 2010 between Meitav Underwriting Ltd., a corporation
organized under the laws of the State of Israel (“Meitav”), and
Ametrine Capital, Inc., a Delaware corporation (“Ametrine”).

     

    WHEREAS,
Ametrine has registered on Form N-2 under the Securities Act of 1933, as amended
(the “Act”),
10,000,000 shares of common stock for public sale at an offering price of $0.05
per share; and

     

    WHEREAS,
Meitav has partially paid for the organizational costs, expenses connected with
the registration on Form N-2 for Ametrine, and other ongoing expenses in the
form of an interest-free loan to Ametrine in the amount of $85,238;
and

     

    WHEREAS,
Meitav has elected to convert the total amount outstanding under its loan to
Ametrine into shares of common stock;

     

    Meitav
and Ametrine agree as follows:

     

    1.           Conversion of
Shares.  Ametrine hereby issues to Meitav, and Meitav hereby
receives from Ametrine 1,704,760 shares of Common Stock in Ametrine (the “Shares”), issued at a
cost of $0.05 per Share, with a par value of $0.01 per Share, in exchange for
the satisfaction of all of Ametrine’s outstanding debt to Meitav.

     

    2.           Investment
Representation.  Meitav hereby represents and warrants to
Ametrine that it is acquiring the Shares for its own account for investment and
not with a view to or for sale in connection with any distribution thereof, and
that it has no present intention of selling or distributing any of the
Shares.

     

    Meitav
hereby acknowledges that it understands that the Shares have not been registered
under the Act, or any state securities law (“Blue Sky Law”) and
that the Shares constitute “restricted securities” within the meaning of the
rules promulgated under the Act.  Meitav agrees that it will make no
sale, assignment or transfer of any interest in any of the Shares in the absence
of an effective registration statement under the Act and under applicable Blue
Sky Law, or an exemption from such registration is available.  The
stock certificates for the Shares will bear a legend to this
effect.

     

    Meitav
acknowledges that it has been afforded an opportunity to ask such questions and
obtain such information as it determines is necessary in order to understand the
risks of purchasing the Shares.

     

    3.           General
Provisions.

     

    (a)           This
Agreement shall be construed and enforced in accordance with and governed by
Delaware law.  This Agreement represents the entire agreement between
the parties with respect to the Shares and may only be modified or amended in a
writing signed by both parties.

     

    (b)           Meitav
and Ametrine agree upon request to execute any further documents or instruments
necessary or desirable to carry out the purposes or intent of this
Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    
 

    IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of
the day and year first above written.

     

    
      
        
          
            
              
                
                  	
                          MEITAV
      UNDERWRITING LTD.

                        	 
      	
                          AMETRINE
      CAPITAL, INC.

                        
	 	 	 	 	 
	 
      	
                          /s/
      Arner Stepak

                        	 
      	 
      	 
      
	
                          By: 
      

                        	
                          /s/ Yonatan Malca

                        	 
      	
                          By:

                        	
                          /s/ Lior Ostashinsky

                        
	 
      	
                          Title:
      CEO

                        	 
      	 
      	
                          Title:
      President

                        
	 
      	
                          Print
      name:  

                        	
                          Yonatan
      Malca

                        	 
      	 
      	
                          Print
      name: Lior Ostashinsky

                        
	 
      	 
      	
                          Avner
      Stepak