WITNESSAcquisition Agreement • February 25th, 2004 • Consumer Direct of America • Finance services • California
RECITALSCommon Stock Purchase Agreement • February 25th, 2004 • Consumer Direct of America • Finance services • Nevada
July 19, 2006 AJW Partners, LLC AJW Offshore, Ltd. AJW Qualified Partners, LLC New Millennium Capital Partners II, LLC 1044 Northern Boulevard Suite 302 Roslyn, New York 11576 Re: Shearson Financial Networks, Inc. Ladies and Gentlemen: Reference is...Securities Purchase Agreement • July 19th, 2006 • Shearson Financial Network Inc • Finance services
ContractWarrant Agreement • August 8th, 2006 • Shearson Financial Network Inc • Finance services • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 30, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
CID LEASE JBS EXECUTIVE SUITES, LLC. 500 N. RAINBOW BOULEVARD SUITE 300 Las Vegas, NV. 89107 Phone: 702-221-1900 Fax: 702-221-1901Office Lease Agreement • August 8th, 2001 • Blue Star Coffee Inc • Miscellaneous food preparations & kindred products
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2006 • Shearson Financial Network Inc • Finance services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2006, by and among Shearson Financial Network, Inc., a Nevada corporation with its headquarters located at 6330 S. Sandhill Rd., Suite 8, Las Vegas, NV 89120 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • August 8th, 2006 • Shearson Financial Network Inc • Finance services • New York
SECURITY AGREEMENT (this “Agreement”), dated as of June 30, 2006, by and among Shearson Financial Network, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
WITNESS THAT,Asset Acquisition Agreement • January 15th, 2004 • Consumer Direct of America • Finance services • Georgia
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2006 • Shearson Financial Network Inc • Finance services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2006, by and among Shearson Financial Network, Inc. a Nevada corporation, with headquarters located at 6330 S. Sandhill Rd., Suite 8, Las Vegas, NV 89120 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
ANDShare Exchange Agreement • August 11th, 2006 • Shearson Financial Network Inc • Finance services • Nevada
SUBSCRIPTION AGREEMENTSubscription Agreement • November 22nd, 2004 • Consumer Direct of America • Finance services • Nevada
EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2007 • Shearson Financial Network Inc • Finance services • Nevada
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of May 1, 2006 by and between Shearson Financial Network, a Nevada corporation (the "Company") and Joseph A. Cosio-Barron ("Executive").
RECITALSFinancial Consulting Services Agreement • October 23rd, 2001 • Blue Star Coffee Inc • Miscellaneous food preparations & kindred products
ARTICLE 3 REPRESENTATIONS AND WARRANTIES BY THE SELLER REGARDING THE SHARESPurchase and Sale of Capital Stock Agreement • August 3rd, 2004 • Consumer Direct of America • Finance services • Nevada
PROMISSORY NOTEPromissory Note • November 22nd, 2005 • Consumer Direct of America • Finance services • Massachusetts
WHEREAS, Consumer Direct of America, a Nevada corporation (“Maker”) and Christopher P. Baker (“Lender”) entered into an agreement, pursuant to which the Maker made a Promissory Note in the original principal amount of $100,000 in favor of Lender, dated as of November 15, 2005 (the “Note”);
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 15th, 2006 • Consumer Direct of America • Finance services • Nevada
THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of February 7, 2006, by and among Paragon Financial Corporation, a Delaware corporation ("PFC"), Shearson Home Loans, Inc. a Nevada corporation (the "Company"), and Consumer Direct of America, a Nevada corporation (the "Shareholder"; and collectively with the Company and PFC, the "Parties"), with reference to the following facts:
Exhibit 4.1 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of October 17, 2001, between Blue Star Coffee, Inc., a Nevada corporation (the "Company"), and Scott Bleazard ("Consultant"), an individual....Consulting Services Agreement • October 23rd, 2001 • Blue Star Coffee Inc • Miscellaneous food preparations & kindred products • Nevada
EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2007 • Shearson Financial Network Inc • Finance services • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 1, 2006 by and between Shearson Financial Network, Inc., a Nevada corporation (the “Company”) and Theresa Carlise (“Executive”).
ADDENDUM TO PROMISSORY NOTE CONVERSION AGREEMENTPromissory Note Conversion Agreement • August 16th, 2007 • Shearson Financial Network Inc • Finance services
This Addendum to Promissory Note Conversion Agreement (“Addendum”) is entered into as of the 18th day of June, 2007 by and between Shearson Financial, Inc., a Nevada corporation (“Shearson”) for purposes of this Addendum, “Shearson” included any predecessors in interest of Shearson Financial, Inc., and La Jolla Cove Investors, Inc., a California corporation (“LJCI” ).
SHEARSON FINANCIAL NETWORK, INC. and CONTINENTAL HOME LOANS, INC. COMMON STOCK PURCHASE AGREEMENT June 7, 2006Common Stock Purchase Agreement • June 12th, 2006 • Shearson Financial Network Inc • Finance services • New York
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 7, 2006 (the “Effective Date”), by and among Michael McHugh (“Michael”), Bruce Silva (“Bruce”) and Thomas Monte (“Thomas” and, collectively with Michael and Bruce, the “Sellers”); Continental Home Loans, Inc., a corporation organized and existing under the laws of the State of New York (the “Company”); and Shearson Financial Network, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Purchaser”), the outstanding shares of which are traded on the Over-the-Counter Bulletin Board (“OTCBB”). The Sellers, the Company and the Purchaser are sometimes, individually referred to herein as a “Party” and collectively referred to herein as the “Parties”.
AMENDMENT No. 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 29th, 2007 • Shearson Financial Network Inc • Finance services • Nevada
This Amendment No. 2 to Asset Purchase Agreement (this “Amendment”) dated as of the 20th day of November 2006 is made by and between Shearson Financial Network, Inc. (the “Buyer”), and EHOMECREDIT Corp. (the “Seller”).
SHEARSON FINANCIAL NETWORK, INC. Las Vegas, Nevada 89120Securities Purchase Agreement • July 9th, 2007 • Shearson Financial Network Inc • Finance services
Reference is made to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated as of June 30, 2006 by and among Shearson Financial Network, Inc. (the “Company”) and each of AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC, and New Millennium Capital Partners II, LLC (collectively, the “Subscribers”) and the Registration Rights Agreement between the Company and the Subscribers, dated June 30, 2006, which was entered into pursuant to the Purchase Agreement (the “Registration Rights Agreement”).
SECOND AMENDMENT TO BRIDGE LOAN AND SECURITY AGREEMENTBridge Loan and Security Agreement • April 21st, 2005 • Consumer Direct of America • Finance services • Nevada
This Second Amendment to Bridge Loan and Security Agreement (this “Amendment”) dated as of the 8th day of April, 2005 is made and entered into by Christopher P. Baker (the “Investor”), and Consumer Direct of America, a Nevada corporation (the “Company”).
RESCISSION AND SETTLEMENT AGREEMENTRescission and Settlement Agreement • April 18th, 2005 • Consumer Direct of America • Finance services • California
THIS RESCISSION AND SETTLEMENT AGREEMENT (the “Agreement”), dated and effective as of October 1, 2004, is by and among Consumer Direct of America Inc. (“CDA”), a Nevada corporation, Pro Mortgage Corporation (“Pro Mortgage”), a California corporation, Brenda Cantu (“Cantu”), Edward Rubinstein (“Rubinstein”), and Randi Ryan (“Ryan”). (Cantu, Rubinstein and Ryan shall be referred to collectively as the “Pro Mortgage Shareholders”.)
FIRST AMENDMENT TO BRIDGE LOAN AND SECURITY AGREEMENTBridge Loan and Security Agreement • April 21st, 2005 • Consumer Direct of America • Finance services • Nevada
This First Amendment to Bridge Loan and Security Agreement (this “Amendment”) dated as of the 26th day of May, 2004 is made and entered into among Christopher P. Baker (the “Investor”), and Consumer Direct of America., a Nevada corporation (the “Company”).
BRIDGE LOAN AND SECURITY AGREEMENT BY AND BETWEEN CONSUMER DIRECT OF AMERICA, A NEVADA CORPORATION AND CHRISTOPHER P. BAKERBridge Loan and Security Agreement • April 21st, 2005 • Consumer Direct of America • Finance services • Nevada
This BRIDGE LOAN AND SECURITY AGREEMENT (the “Agreement”) is made as of the 26th day of February, 2004, by and between Christopher P. Baker (the “Investor” or “Secured Party”) and Consumer Direct of America, a Nevada corporation (“Company”, “Debtor”, “Borrower” or “CDA”). The Investor and CDA are each referred to herein as a “Party” and collectively as the “Parties.”
COMPENSATION AGREEMENTCompensation Agreement • February 12th, 2007 • Shearson Financial Network Inc • Finance services
This Compensation Agreement is dated as of February 8, 2007 among Shearson Financial Network, Inc. a Nevada corporation (the “Company”), and Gregory Sichenzia (“Consultant”).
PROMISSORY NOTE CONVERSION AGREEMENTPromissory Note Conversion Agreement • February 26th, 2007 • Shearson Financial Network Inc • Finance services
This Promissory Note Conversion Agreement (the “Agreement”), dated as of January 29, 2007, is entered into by and between Shearson Financial, Inc., a Nevada corporation (“Shearson”) and La Jolla Cove Investors, Inc., a California corporation (“LJCI”), with reference to the following:
CONSUMER DIRECT OF AMERICA AND CRUSADER CAPITAL PARTNERS II, LLC COMMON STOCK PURCHASE AGREEMENT PURCHASE OF SHARES OF COMMON STOCK OF CONSUMER DIRECT OF AMERICA IN PRIVATE PLACEMENT UNDER REGULATION D, RULE 506 OF THE SECURITIES ACT OF 1933 July 29, 2005Common Stock Purchase Agreement • August 18th, 2005 • Consumer Direct of America • Finance services • New York
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2005 (the “Effective Date”), by and between Consumer Direct of America, a corporation organized and existing under the laws of the State of Nevada (the “Company”), and Crusader Capital Partners II, LLC, a limited liability company organized and existing under the laws of the State of New York (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to them in Section 9.1.
RESCISSION AND SETTLEMENT AGREEMENTRescission and Settlement Agreement • December 7th, 2006 • Shearson Financial Network Inc • Finance services • Nevada
THIS RESCISSION AND SETTLEMENT AGREEMENT (the "Agreement"), dated and effective as of May 5, 2006 (the "Effective Date"), is by and among Paragon Financial Corporation, a Delaware corporation ("PFC"), Shearson Home Loans, Inc. a Nevada corporation (the "Company"), and Consumer Direct of America, a Nevada corporation (the "Shareholder"; and collectively with the Company and PFC, the "Parties")
COMPENSATION AGREEMENTCompensation Agreement • November 8th, 2007 • Shearson Financial Network Inc • Finance services
This Compensation Agreement is dated as of November 8, 2007 among Shearson Financial Network, Inc. a Nevada corporation (the “Company”), and Gregory Sichenzia (“Consultant”).
CREDIT FACILITY AGREEMENTCredit Facility Agreement • November 22nd, 2004 • Consumer Direct of America • Finance services • Nevada
THIS CREDIT FACILITY AGREEMENT (“Agreement”) is made and effective as of September 21, 2004, by and among Consumer Direct of America (“CDA”), the Borrower and Club Vista Holdings Inc. (“Club Vista”) the Lender and Gary Tharaldson (“Administrative Agent”).
EXCHANGE AND MERGER AGREEMENTExchange and Merger Agreement • June 6th, 2006 • Consumer Direct of America • Finance services • Nevada
This EXCHANGE AND MERGER AGREEMENT (the "Agreement') is made as of June 5, 2006 by and among Shearson Financial Network, Inc., a Nevada corporation (the "Company"), and the Shareholders of RPT Group, Inc. (each a "Purchaser" and together, the "Purchasers").
BLUE STAR COFFEE, INC. A Nevada Corporation -------------------------------------------------------------------Consent of Independent Certified Public Accountants • September 17th, 2001 • Blue Star Coffee Inc • Miscellaneous food preparations & kindred products
We do hereby consent to the incorporation by reference, in the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 of Blue Star Coffee, Inc. on Form 10 - QSB , of our report dated August 13, 2001, on our review of the financial statements of Blue Star Coffee, Inc. as of June 30, 2001 and for the quarter ended June 30, 2001, which report is include in the Quarterly Report Pursuant to Section 13 or 15(g) of the Securities Exchange Act of 1934 on Form 10- QSB.
CONSUMER DIRECT OF AMERICA AND CRUSADER CAPITAL PARTNERS II, LLC COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 5th, 2005 • Consumer Direct of America • Finance services • New York
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2005 (the “Effective Date”), by and between Consumer Direct of America, a corporation organized and existing under the laws of the State of Nevada (the “Company”), and Crusader Capital Partners II, LLC, a limited liability company organized and existing under the laws of the State of New York (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to them in Section 9.1.
