PURCHASE AND SALE AGREEMENT
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THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into
as of the _____ day of August, 2000, by and between Xxxxxx Incorporated, a
Nevada corporation ("Seller"), and Affordable Housing Acceptance L.L.C. dba The
Platinum Investment Group (a licensed Mortgage Broker) ("Buyer"). Subject to
the terms and conditions set forth herein, the parties agree as follows:
RECITALS
A. Seller owns 100% of the outstanding capital stock of the Homebanc
Mortgage Corporation, an Arizona corporation ("Homebanc").
B. Seller desires to discontinue the operations of Homebanc and sell
the fixed assets of Homebanc to Buyer.
C. Buyer desires to purchase the fixed assets of Seller and assist
Seller in the wind-up of the Homebanc operations.
NOW, THEREFORE, in consideration of the promises and mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
1. The Acquisition. Subject to the terms and conditions of this Agreement,
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Buyer shall acquire the fixed assets and Mortgage Pipeline of Homebanc (the
"Assets") as listed on Exhibit A hereto.
2. Purchase Price. The Purchase Price for the Assets shall be Twelve
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Thousand Dollars ($12,000.00). The Purchase Price shall be paid as follows:
a. Upon execution of this Agreement, Buyer shall pay to Seller in
immediately available funds, the sum of Eight Thousand Dollars ($8,000.00);
and
b. The balance shall be paid to Seller in two (2) monthly payments of Two
Thousand Dollars ($2,000.00) each payable on August 1, 2000 and September
1, 2000.
c. Buyer agrees to sublease the Lease Space on the terms set forth in
Section 4(b), hereof.
d. Buyer agrees to forego any salary or other compensation from Seller
after August 1, 2000.
3. Title to the Assets. Seller shall convey all rights, title and interest
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in and to the Assets to Buyer, free and clear of all encumbrances, liens,
property, taxes, and assessments.
4. Discontinuation of Operations.
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a. Employees. Effective August 1, 2000, Seller shall terminate the
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employment of all Homebanc employees, save and except Buyer, who agrees to
forego any salary or other compensation during the remaining term of his
employment with Homebanc. Seller hereby grants Buyer the right to negotiate
with the Homebanc employees about possible employment with Buyer.
Notwithstanding the above, Homebanc Mortgage will pay commissions earned in
July and payable August 31,2000 (attached as Exhibit B) from current
operating account.
b. Lease Space. Effective immediately, Seller shall seek to sublease the
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Homebanc office space otherwise known as Suite 380, located at 0000 X.
Xxxxxxxx, Xxxxxxx, Xxxxxxx (the "Lease Space"). Until Seller enters into
such a sublease, Seller shall sublease the Lease Space to Buyer at the
lease rate of $2,500.00/month. Seller shall give Buyer notice of a sublease
as soon as practicable in order to afford Buyer with as much notice to
vacate as possible.
c. Operating Funds. Effective immediately, Seller shall take possession of
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any and all cash or other funds held by Homebanc, estimated at Fifty Eight
Thousand Dollars ($58,000.00).
d. Accounts Payable. Seller shall be liable for any and all accounts
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payable and/or expenses incurred by or on behalf of Homebanc through July
31, 2000. Any and all accounts payable and/or expenses incurred by or on
behalf of Homebanc on or after August 1, 2000, shall be the sole and
exclusive liability of Buyer.
e. Accounts Receivable. Seller shall be entitled to receive any and all
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accounts receivable and/or proceeds received by Homebanc through July 31,
2000. Any and all accounts receivable and/or proceeds received by Homebanc
on or after August 1, 2000, shall be the property of Buyer.
f. Continuing Operations of Homebanc. Until the Homebanc Closing, as
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defined herein, Buyer shall provide to Seller, on or before the 5th day of
each month, a monthly financial statement of the Homebanc operations in
such form and with such content as is deemed reasonable by Seller.
g. Buyer's FHA Licensing. Buyer hereby represents and warrants that upon
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execution of this Agreement, Buyer will actively pursue obtaining his FHA
license ("Buyer's License"). Buyer shall provide proof to Seller of Buyer's
application for Buyer's License on or before September 15, 2000.
h. Homebanc Trust Account. The Homebanc Trust Account, otherwise known as
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Account No. 0000000000, with Xxxxx Fargo Bank, shall be transferred to
Buyer upon Buyer obtaining Buyer's License. Until such transfer has been
consummated, Buyer shall continue to have sole access to the Trust Account
as the Responsible Party under the Homebanc license. All records, checks
and account information shall be in the possession of Buyer as responsible
party.
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i. Cessation of Operations. Upon Buyer obtaining Buyer's License, Seller
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shall cease operations of Homebanc (the "Homebanc Closing"), but in no
event shall the Homebanc Closing occur after November 1, 2000, irregardless
of whether or not Buyer has obtained Buyer's License.
j. Buyer's Indemnification of Seller. During Buyer's continued employment
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with Homebanc and until the Homebanc Closing, Buyer shall indemnify and
hold Seller harmless from and against any and all liability associated with
or resulting from Buyer's operation of Homebanc.
5. Fees. Each party shall bear its own legal and accounting fees and other
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expenses relating to this transaction.
6. No Brokers. Each party represents and warrants to the other that no
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broker, finder or middleman has been engaged by such party or is acting on its
behalf in connection with this transaction.
7. Governing Law. This Letter shall be governed by and construed in
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accordance with the laws of the State of Nevada without regard to or application
of choice of law rules or principals.
8. Venue. The parties agree that any action or proceeding arising out of or
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relating to this Letter shall be commenced in a state or federal court of or in
Xxxxx County, Nevada, which the parties agree shall be the sole and exclusive
venue.
9. Litigation. If any litigation or other proceeding between the parties is
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commenced in connection with or related to this Letter, the losing party shall
pay the reasonable attorneys' fees and costs and expenses of the prevailing
party incurred in connection therewith.
10. Disclosure. Without the prior written consent of the other party,
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neither Seller nor Buyer will make any public disclosure of or relating to this
Letter or the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
XXXXXX INCORPORATED, Affordable Housing Acceptance, LLC
a Nevada Corporation dba, The Platinum Investment Group
By: __________________________ ________________________________
Xxxxx X. Xxxxxx, CEO Xxxxxxx Xxxxxxxx
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