0000950134-06-013327 Sample Contracts

Contract
Warrant Agreement • July 18th, 2006 • MBI Financial, Inc. • Mortgage bankers & loan correspondents • New York

THIS SECURITY HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE CORPORATION SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE CORPORATION (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION).

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AGREEMENT FOR SALE AND PURCHASE OF ASSETS
Agreement for Sale and Purchase of Assets • July 18th, 2006 • MBI Financial, Inc. • Mortgage bankers & loan correspondents • California

THIS AGREEMENT (the “Agreement”) is entered into by and among MBI Mortgage, Inc., a Texas corporation (the “Buyer”), New Horizons Financial, Inc., a California corporation d/b/a New Horizons (the “Seller”), and Brett Faryniarz_(“Shareholder”), (Seller, and Shareholder are collectively referred to herein as the “Seller Parties”).

Contract
Convertible Promissory Note • July 18th, 2006 • MBI Financial, Inc. • Mortgage bankers & loan correspondents • New York

THIS SECURITY HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE CORPORATION SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE CORPORATION (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION).

SECURITY AGREEMENT
Security Agreement • July 18th, 2006 • MBI Financial, Inc. • Mortgage bankers & loan correspondents • California

THIS SECURITY AGREEMENT (the “Agreement”) is entered into as of the 30th day of June, 2006 by and between MBI Mortgage, Inc., a Texas corporation (“Debtor”) and New Horizons Financial, Inc., a California corporation (“Secured Party”).

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