EXHIBIT 10.14
AGREEMENT
This ("Agreement") is entered into by and between Case Financial, Inc., a
Delaware Corporation on the one hand, and Xxx Xxxxxxxx, an individual. Case
Financial, Inc. and Xxx Xxxxxxxx may be referred to hereafter collectively as
the "Parties," whom agree to the following:
RECITALS
A. WHEREAS, Xxx Xxxxxxxx has a 65.63 % ownership interest in the cases
and accounts of Case Financial Funding, Inc., a California
Corporation. The written documents creating and establishing such
65.63 % interest are attached hereto as Exhibit "A."
B. WHEREAS Xxx Xxxxxxxx desires to sell his 65.63 interest to Case
Financial, Inc., a Delaware Corporation and Case Financial Inc., a
Delaware Corporation desires to purchase said interest.
NOW, THEREFORE, in consideration of the mutual agreements made in
this Agreement and other valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.0 RECITALS INCORPORATED. The aforementioned Recitals are incorporated
herein and made a part hereof.
2.0 CONSIDERATION. In consideration of Xxx Xxxxxxxx' sale of his 65.63 %
interest set forth above to Case Financial, Inc., a Delaware Corporation, which
interest he hereby sells, conveys and transfers to Case Financial, Inc., a
Delaware Corporation; Case Financial, Inc., a Delaware Corporation hereby issues
Xxx Xxxxxxxx a Debenture in the principal amount of $ 287,000. A copy of the
Debenture is attached hereto as Exhibit "B."
3.0 WARRANTIES. Xxx Xxxxxxxx hereby warrants that he has full an complete
legal right, title and interest in the 65.63 % interests being sold and that he
has taken all necessary steps, and has obtained all necessary approvals to
execute this Agreement and to fully and completely convey such interest to Case
Financial, Inc., a Delaware corporation. Case Financial, Inc., a Delaware
Corporation, hereby warrants that it has full legal authority to execute this
Agreement and to issue the Debenture referred to herein.
4.0 EFFECTUATION OF THIS AGREEMENT. The Parties agree and covenant to
cooperate fully and to execute any and all supplementary documents and to take
all additional actions, that may be necessary or appropriate to give full force
to the basic terms and intent of this Agreement and which are not inconsistent
with its terms.
5.0 SEVERABILITY. If any provision of this Agreement or the application
thereof is held invalid, the invalidity shall not affect other provisions or
applications of the Agreement which can be given effect without the invalid
provisions or application, and to this end, those provisions of this Agreement
are declared to be severable.
6.0 GOVERNING LAW. This Agreement shall be deemed to have been executed
and delivered within the State of California, and the rights and obligations of
the Parties hereunder shall be construed and enforced in accordance with, and
governed by, the laws of the State of California without regard to principles of
conflict of laws.
7.0 CONSTRUCTION OF THIS AGREEMENT. Each Party has cooperated in the
drafting and preparation of this Agreement. Hence, in any construction to be
made of this Agreement, the same shall not be construed against any Party on the
basis that the Party was the drafter. Rather, the language of this Agreement
shall in all cases be construed as a whole, according to its fair meaning and
not strictly for or against any of the Parties.
8.0 SIGNATURES IN COUNTERPARTS. This Agreement may be signed in
counterparts, and each counterpart, when executed, shall be of the same force
and effect as if signed as one document. Photographic and facsimile copies of
such signed counterparts may be used in lieu of the originals for any purpose.
9.0 ATTORNEYS' FEES. In the event of litigation in connection with or
concerning the subject matter of this Agreement, the prevailing Party shall be
entitled to recover all costs and expenses incurred by such Party in connection
herewith, including reasonable attorneys' fees.
Case Financial, Inc., Xxx Xxxxxxxx,
a Delaware Corporation an individual
Dated: February 28, 2005 Dated: February 28, 2005
By: ________________________________ By: ____________________________
Xxxxxxx X. Xxxxxxxx, CEO Xxx Xxxxxxxx,
By: ________________________________
Xxxxxxxx X. Xxxxxxxx, President
