Exhibit 10.30


 




 


 





AGREEMENT OF SALE OF COMMON STOCK OF


GRANITE EXCHANGE, INC.


 


 


dated February 24, 2006


 


Among


 


Lonnie Nielson


Rob Awalt


Justin Swift


 


Sellers


 


and


 


The Bank Holdings


 


Purchaser




 


 





 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  DEFINITIONS 

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  AGREEMENT TO
  SELL

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Agreement to
  Sell

  	
  5

  
	
   

  	
  2.2

  	
  Purchase
  Price 

  	
  5

  
	
   

  	
  2.3

  	
  Purchase
  Price Adjustment 

  	
  6

  
	
   

  	
  2.4 

  	
  Acceptable
  Funds 

  	
  7

  
	
   

  	
  2.5 

  	
  The
  Closing  

  	
  7

  
	
   

  	
  2.6 

  	
  Closing
  Documents 

  	
  7

  
	
   

  	
  2.7 

  	
  Buy/sell
  Agreement 

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  REPRESENTATIONS
  AND WARRANTIES OF SELLERS 

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Power and
  Authority 

  	
  8

  
	
   

  	
  3.2

  	
  Ownership of
  Shares 

  	
  8

  
	
   

  	
  3.3

  	
  No
  Agreements

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  REPRESENTATIONS
  AND WARRANTIES OF PURCHASER

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Power and
  Authority

  	
  8

  
	
   

  	
  4.2

  	
  Government
  Approval

  	
  8

  
	
   

  	
  4.3

  	
  Legal
  Proceedings

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  CONDUCT OF
  BUSINESS 

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Conduct of
  Business 

  	
  9

  
	
   

  	
  5.2

  	
  Goodwill

  	
  9

  
	
   

  	
  5.3

  	
  Employees

  	
  9

  
	
   

  	
  5.4

  	
  Accounting
  Policies and Procedures

  	
  9

  
	
   

  	
  5.5

  	
  Books and
  Records 

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  CONDITIONS
  PRECEDENT TO CLOSING 

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Conditions
  to the Parties’ Obligations

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  TERMINATION,
  AMENDMENTS AND WAIVERS 

  	
  10

  



 





















 


	
   

  	
  7.1

  	
  Termination 

  	
  10

  
	
   

  	
  7.2

  	
  Amendment 

  	
  10

  
	
   

  	
  7.3

  	
  Waiver 

  	
  10

  
	
   

  	
  7.4

  	
  Liquidated
  Damages; Cancellation Fee 

  	
  10

  
	
   

  	
  7.5

  	
  Indemnification
  

  	
  10

  
	
   

  	
  7.6

  	
  Brokerage 

  	
  10

  
	
   

  	
  7.7

  	
  Further
  Assurances 

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  GENERAL
  PROVISIONS 

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Survival of
  Representations and Warranties 

  	
  11

  
	
   

  	
  8.2

  	
  No Other
  Representations 

  	
  11

  
	
   

  	
  8.3

  	
  Notices 

  	
  11

  
	
   

  	
  8.4

  	
  Counterparts

  	
  12

  
	
   

  	
  8.5

  	
  Entire
  Agreement/No Third Party Rights 

  	
  12

  
	
   

  	
  8.6

  	
  Assignment 

  	
  12

  
	
   

  	
  8.7

  	
  Governing
  Law 

  	
  12

  
	
   

  	
  8.8

  	
  Headings/Table
  of Contents 

  	
  12

  
	
   

  	
  8.9

  	
  Enforcement
  of Agreement 

  	
  12

  
	
   

  	
  8.10

  	
  Severability
  

  	
  12

  
	
   

  	
  8.11

  	
  Arbitration 

  	
  13

  



 





















 


AGREEMENT OF SALE


 


AGREEMENT
OF SALE, made as of February 24, 2006, among Lonnie
Nielson, Rob Awalt, and Justin Swift, (collectively hereinafter referred to as
“Sellers”), and The Bank Holdings, A Nevada Corporation, (“Purchaser”).


 


W I T N E S S E T H:


 


WHEREAS,
Purchaser desires to acquire, and Sellers desire to sell, the shares of common
stock of Granite Exchange, Inc., upon the terms and conditions hereinafter set forth,
and


 


WHEREAS,
as a condition precedent to this Agreement, Purchaser and Sellers have entered
into an Agreement of Merger and Plan of Reorganization whereby, Sellers have
caused Granite Exchange Services, LLC, A California Limited Liability Company to
merge into Granite Exchange, Inc. a Nevada Corporation.


 


WHEREAS,
as a condition precedent to this Agreement, Purchaser has entered into a
Non-Competition Agreement with Lonnie Nielson.


 


WHEREAS,
as a condition precedent to this Agreement, Purchaser has entered into an
Employment Agreement with Rob Awalt.


 


WHEREAS,
as a condition precedent to this Agreement, Purchaser has entered into an
Employment Agreement with Justin Swift.


 


NOW,
THEREFORE, in consideration of the covenants and
agreements hereafter set forth, and other valuable consideration, the receipt
and sufficiency of which hereby are acknowledged, the parties hereto agree as
follows:


 


ARTICLE 1. DEFINITIONS


 


“Awalt” shall
mean Rob Awalt.


 


“Base Level
Deposits” shall mean the level of Deposits on hand at the Closing Date.


 


“Closing”
shall have the same meaning given the term in Section 2.5.


 


“Closing Date”
shall have the same meaning given the term in Section 2.5.


 


“Corporation”
shall mean Granite Exchange, Inc., a Nevada Corporation.


 





















 


“Default” shall
mean, as to any party to this Agreement, a failure by such party to perform in
any material respect, any of the Agreement or covenants of such party.


 


“Deposits”
shall mean the amount of money held in various banks by Granite, LLC on behalf
of their clients engaged in 1031 exchange transactions.


 


“Existing
Indebtedness” shall mean the debt listed on Schedule 2.2.


 


“Interest
Receivable” shall mean the interest earned on Deposits for Granite, LLC through
March 31, 2006.


 


“Purchase
Price” shall have the same meaning given the term in Section 2.2.


 


“Purchase
Price Adjustment” shall have the same meaning given the term in Section 2.3.


 


“Shares” shall
mean the 100,000 shares of common stock of Corporation at $.01 par value per
share issued and outstanding the day prior to the date of this Agreement.


 


“Swift” shall
mean Justin Swift.


 


Any other
terms not defined here but used in the Agreement of Merger and Plan of
Reorganization shall have the same definition as the definition of the term in
the Agreement of Merger and Plan of Reorganization executed concurrently with
this Agreement.


 


ARTICLE 2. AGREEMENT TO SELL


 


Section 2.1. Agreement
to Sell. Sellers agree to sell, transfer and deliver to Purchaser, and
Purchaser agrees to purchase, upon the terms and conditions hereinafter set
forth, 100,000 shares of the common stock of Granite Exchange, Inc., a
corporation organized under the laws of the State of Nevada (the
“Corporation”), said shares constituting all of the issued and outstanding
shares of the Corporation (the “Shares”). The issued and outstanding shares of
the Corporation are owned by Lonnie Nielson – 34,000 shares, by Rob Awalt –
46,000 shares, and by Justin Swift – 20,000.


 


Section 2.2. Purchase
Price. The purchase price for the shares to be paid by Purchaser is Five
Million Two Hundred Thousand Dollars ($5,200,000.00), or $52.00 per share, plus
the Existing Indebtedness, plus the Interest Receivable, payable as follows:


 


2.2.1  One Million Two Hundred Thirty Seven Thousand
Six Hundred ($1,237,600) to Lonnie Nielson upon Closing plus Two Hundred Sixty
Five Thousand Two Hundred ($265,200) in one year in accordance with Section
2.2.7 plus Two Hundred Sixty Five Thousand Two Hundred ($265,200) in two years
in accordance with Section 2.2.8 in Exchange for 34,000 shares of common stock
of Corporation.


 


2.2.2  One Million Six Hundred Twelve Thousand
($1,612,000) to Rob Awalt upon Closing in Exchange for 31,000 shares of common
stock of Corporation.


 





















 


2.2.3  Five Hundred Twenty Thousand ($520,000) to
Justin Swift upon closing in Exchange for 10,000 shares of common stock of
Corporation.


 


2.2.4  One Hundred Ninety Two Thousand Dollars
($192,000) upon Closing by payment of the Existing Indebtedness identified in
Schedule 2.2 hereto in said principal amount, and paying the same by wire
transfer. If on the Closing date the outstanding principal balance of the
Existing Indebtedness is less than or greater than $192,000, the $192,000 to be
paid as the purchase price pursuant to clause 2.2 above shall be increased or decreased,
as the case may be, by the amount that such outstanding principal balance shall
be less than or greater than $192,000.


 


2.2.5  Five years from the date of this Agreement,
with Rob Awalt having the option to extend the exchange for an additional five
year period, Seven Hundred Eighty Thousand ($780,000) to Rob Awalt in Exchange
for 15,000 shares of common stock of Corporation subject to the Purchase Price
Adjustment.


 


2.2.6  Five years from the date of this Agreement,
with Justin Swift having the option to extend the exchange for an additional
five year period, Five Hundred Twenty Thousand ($520,000) to Justin Swift in
Exchange for 10,000 shares of common stock of Corporation subject to the
Purchase Price Adjustment.


 


2.2.7  One year from the date of this Agreement, Two
Hundred Sixty Five Thousand Two Hundred ($265,200) plus interest per year at
the prime rate from the date of this Agreement to Lonnie Nielson in accordance
with Section 2.2.1 above.


 


2.2.8  Two years from the date of this Agreement, Two
Hundred Sixty Five Thousand Two Hundred ($265,200) plus interest per year at
the prime rate from the date of this Agreement to Lonnie Nielson in accordance
with Section 2.2.1 above.


 


2.2.9  100% of the Interest Receivable earned
through the Closing Date plus one-half (50%) of the Interest Receivable earned
between the Closing Date and March 31, 2006, less one-half (50%) of the
operational costs of the Corporation for the period between the Closing Date
and March 31, 2006, with 34% of Interest Receivable paid to Lonnie Nielson, 46%
of Interest Receivable paid to Rob Awalt, and 20% of Interest Receivable paid
to Justin Swift. This amount is due within 10 days of collection.


 


Section
2.3  Purchase Price Adjustment. The
Purchase Price of Awalt’s remaining 15,000 shares and Swift’s remaining 10,000
shares shall be adjusted according to the following procedures:


 


2.3.1  The Purchase Price shall be increased by
multiplying the $52.00 per share for the remaining shares by the percentage
increase in Deposits on hand on the date of the purchase of the remaining
shares over the Base Level Deposits.


 


2.3.2  An example of the Purchase Price Adjustment
with a Deposit level of $100,000,000 at the date of purchase and a Base Level
Deposit amount of $90,000,000 results in a Purchase Price Adjustment of $5.78
as follows:


 





















 


	
  Share Price

  	
   

  	
  x

  	
   

  	
  Deposits/Base Level Deposits

  
	
  $52.00

  	
   

  	
  x

  	
   

  	
  100,000,000/90,000,000
  = 1.1111

  
	
  $52.00

  	
   

  	
  x

  	
   

  	
  1.1111 =
  $57.78 per share Purchase Price

  



 


2.3.3  In no event will the Purchase Price
Adjustment be less than zero ($0).


 


Section
2.4  Acceptable Funds. All money
payable under this Agreement, unless otherwise specified, shall be paid
either:  (a) in cash; (b) by good
certified check of Purchaser, or official check of any bank, savings bank,
trust company, or savings and loan association which is a member of the
clearing house association serving California or Nevada, payable to the direct
order of Sellers; or (c) as otherwise agreed to in writing by the parties.


 


Section 2.5. The
Closing.


 


2.5.1. The
“Closing” means the settlement of the obligations of Sellers and Purchaser to
each other under this Agreement, including the payment of the Purchase Price to
Sellers as provided in Article 2 hereof and the delivery of the Closing
Documents provided for in this Section 2.5. The Closing shall be held at a
place and at a time agreeable to both Purchaser and Seller (the “Closing Date”).
Purchaser agrees that time shall be of the essence with respect to the payment
and performance of the obligations of Purchaser hereunder.


 


Section 2.6. Closing
Documents. At the Closing, or as soon as practicable thereafter, Sellers
shall execute and deliver to Purchaser:


 


2.6.1  The certificate or certificates for the
Shares, duly endorsed so as to effectively transfer ownership of the Shares to
Purchaser, together with all appropriate federal and state transfer tax stamps
affixed.


 


2.6.2  A letter of resignation from Lonnie Nielson
for Granite and All-Star Exchange Services, Inc., effective as of the Closing
hereunder.


 


2.6.3  Such other instruments as may be necessary or
proper to transfer to Purchaser all other ownership interests in the
Corporation to be transferred under this agreement


 


Section 2.7. Buy/Sell
Agreement. At the option of either party to this Agreement, the remaining Purchase
Price due Awalt under Sections 2.2.5 and the remaining Purchase Price due Swift
under Sections 2.2.6 shall be due and payable upon notice to the other party.


 


2.7.1  If Purchaser elects to exercise the
requirements of Section 2.2.5 or 2.2.6 in full or by Section, Purchaser shall
deliver the Purchase Price within 30 days of notice to the Party. Within 30
days of notice, such party will deliver the Shares of the Corporation to
Purchaser.


 





















 


2.7.2  If Awalt elects to exercise the requirements
of Section 2.2.5 in full or by Section, Awalt shall deliver the Shares to
Purchaser within 30 days notice to Purchaser. Within 30 days of notice,
Purchaser will deliver to Awalt the remaining Purchase Price in the form of a
note payable, securitized by terms agreed upon by both parties at that time, if
exercised within two years from the date of this Agreement and in the form of
cash if exercised after two years from the date of this Agreement for the
amount of the remaining Purchase Price that shall bear interest at 10% per
annum under such terms agreeable to the Parties.


 


2.7.3  If Swift elects to exercise the requirements
of Section 2.2.6 in full or by Section, Swift shall deliver the Shares to
Purchaser within 30 days notice to Purchaser. Within 30 days of notice,
Purchaser will deliver to Swift the remaining Purchase Price in the form of a
note payable, securitized by terms agreed upon by both parties at that time, if
exercised within two years from the date of this Agreement and in the form of
cash if exercised after two years from the date of this Agreement for the
amount of the remaining Purchase Price that shall bear interest at 10% per
annum under such terms agreeable to the Parties.


 


ARTICLE 3 
REPRESENTATIONS AND WARRANTIES OF SELLERS.


 


Sellers
represent and warrant to Purchaser as follows:


 


Section
3.1  Power and Authority. Sellers
have full power and authority to carry out and perform their undertakings and
obligations as provided herein.


 


Section
3.2  Ownership of Shares. Sellers,
after execution of the Agreement of Merger and Plan of Reorganization, are the
owners of the Shares, and the Shares are all of the issued and outstanding
shares of stock of the Corporation. All of the Shares have a $.01 par value,
are fully paid and non-assessable, have not been assigned, pledged or
hypothecated, and are free of all liens, claims and encumbrances, except as set
forth herein.


 


Section
3.3  No Agreements. Except as set
forth in Schedule 3.3, the Corporation has not entered into, and is not subject
to, any:  (i) written contract or
agreement for the employment of any employee of the business; (ii) contract
with any labor union or guild; (iii) pension, profit-sharing, retirement,
bonus, insurance, or similar plan with respect to any employee of the business;
or (iv) similar contract or agreement affecting or relating to the Corporation.


 


ARTICLE 4 
REPRESENTATIONS AND WARRANTIES OF PURCHASER.


 


Purchaser
represents and warrants to Sellers as follows:


 


Section
4.1  Power and Authority. Purchaser
has full power and authority to carry out and perform his undertakings and
obligations as provided herein.


 


Section
4.2  Government Approval. No
action, approval, consent or authorization of any governmental authority is
necessary for Purchaser to consummate the transactions contemplated hereby.


 





















 


Section
4.3  Legal Proceedings. There are
no judgments, liens, suits, actions or proceedings pending or, to the best of
Purchaser’s knowledge, threatened against Purchaser or his property, except as
disclosed in Purchaser’s public reports as filed with the Securities and
Exchange Commission.


 


ARTICLE 5. CONDUCT OF BUSINESS.


 


Purchasers,
after Closing, shall:


 


Section
5.1  Conduct of Business. Conduct
the business in the normal, useful and regular manner as prior to this
Agreement;


 


Section
5.2  Goodwill. Use their best
efforts to preserve the business and the goodwill of the customers and
suppliers of the business and others having relations with Sellers;


 


Section
5.3  Employees. Endeavor to keep
available the present employees of the business, and not unreasonably increase
the compensation or change the personnel of the business;


 


Section
5.4  Accounting Policies and
Procedures. Endeavor to keep the same accounting policies and procedures of
the business and not unreasonably change the accounting policies and procedures
unless agreed to by Awalt and Swift except as required by law or regulation
applicable to Purchaser;


 


Section
5.5  Books and Records. Allow
Awalt and Swift and their duly designated representatives reasonable access to
the books and records of the Corporation, and furnish to Awalt and Swift such
data and information pertaining to the Corporation as Awalt and Swift from time
to time reasonably may request in accordance with the Bylaws, Policies, and
Procedures of the Corporation.


 


ARTICLE 6. CONDITIONS PRECEDENT TO CLOSING.


 


Section
6.1  Conditions to the Parties’
Obligations. The obligations of the parties to close hereunder are subject
to fulfillment of the following conditions:


 


6.1.1  All of the terms, covenants and conditions to
be complied with or performed by the other parties under this agreement on or
before the Closing shall have been complied with or performed in all material
respects.


 


6.1.2  All representations or warranties of the
other parties herein are true in all material respects as of the Closing Date.


 


6.1.3  On the Closing Date, there shall be no liens
or encumbrances against the Corporation, except as provided for in Schedule
6.1.


 





















 


6.1.4  If Purchaser shall be entitled to decline to
close the transaction contemplated by this Agreement, but Purchaser
nevertheless shall elect to close, Purchaser shall be deemed to have waived all
claims of any nature arising from the failure of Sellers to comply with the
conditions or other provisions of this agreement of which Purchaser shall have
actual knowledge at the Closing.


 


ARTICLE 7. TERMINATION, AMENDMENTS &
WAIVERS.


 


Section 7.1  Termination. This
Agreement may be terminated prior to payment of the Purchase Price;


 


7.1.2  By Purchaser or Sellers
upon the failure to satisfy any conditions specified in Section 6.1 if such
failure is not caused by any action or inaction of the party requesting
termination of this Agreement;


 


7.1.3  By Sellers if there shall
have been a material breach of any of the representations or warranties of
Purchaser set forth in this Agreement;


 


7.1.4  By Purchaser if there
shall have been a material breach of any of the representations or warranties
of Sellers set forth in this Agreement;


 


Section 7.2  Amendment. No
term or provision of this Agreement other than regulatory approval or any other
provision required by law, may be amended unless agreed to in writing by both
Parties.


 


Section 7.3  Waiver. Any
term or provision of this Agreement other than regulatory approval or any other
provision required by law, may be waived in writing at any time by the party
which is, or whose shareholders are, entitled to the benefits thereof.


 


Section 7.4  Liquidated
Damages; Cancellation Fee. If either party Defaults under this Agreement
the non-defaulting party shall be entitled to declare this Agreement null and
void and shall be entitled to collect $50,000 from the defaulting party
hereunder as liquidated damages, whereupon the Agreement shall terminate and
neither party shall have any further claims against the other party. Both
Parties acknowledge that the actual damages sustained from such a Default are
difficult, if not impossible, to ascertain.


 


Section
7.5  Indemnification. Each party
hereto shall indemnify and hold the other parties harmless from and against all
liability, claim, loss, damage or expense, including reasonable attorneys’
fees, incurred or required to be paid by such other parties by reason of any
breach or failure of observance or performance of any representation, warranty
or covenant or other provision of this Agreement by such party.


 


Section
7.6  Brokerage. The parties hereto
represent and warrant to each other that they have not dealt with any broker or
finder in connection with this agreement or the transactions contemplated hereby,
and no broker or any other person is entitled to receive any brokerage 


 





















 


commission,
finder’s fee or similar compensation in connection with this agreement or the
transactions contemplated hereby. Each of the parties shall indemnify and hold
the other parties harmless from and against all liability, claim, loss, damage
or expense, including reasonable attorneys’ fees, pertaining to any broker,
finder or other person with whom such party has dealt.


 


Section
7.7  Further Assurances. In
connection with the transactions contemplated by this agreement, the parties
agree to execute and deliver such further instruments, and to take such further
actions, as may be reasonably necessary or proper to effectuate and carry out
the transactions contemplated in this agreement.


 


ARTICLE 8. GENERAL PROVISIONS


 


Section 8.1  Survival of
Representations and Warranties. All the representations, warranties,
covenants and agreements in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the Closing Date.


 


Section
8.2  No Other Representations. Purchaser
acknowledges that neither Sellers nor any representative or agent of Sellers
have made any representation or warranty (expressed or implied) regarding the
Corporation, or any matter or thing affecting or relating to this agreement,
except as specifically set forth in this agreement. Sellers shall not be liable
or bound in any manner by any oral or written statement, representation,
warranty, agreement or information pertaining to the Corporation or this
agreement furnished by any broker, agent or other person, unless specifically
set forth in this Agreement.


 


Section 8.3  Notices. All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, mailed by registered or certified mail
(return receipt requested), sent by confirmed overnight courier or telecopied
(with electronic confirmation and verbal confirmation for the person to whom
such telecopy is addressed), on the date such notice is so delivered, mailed or
sent, as the case may be, to the parties at the following addresses (or any
such other address for a party as shall be specified by like notice):


 


	
  If to Sellers at:

  	
  The Law Offices of Randy C. Renfro

  
	
   

  	
  650 University Avenue, Suite 110

  
	
   

  	
  Sacramento, CA 95825

  
	
   

  	
   

  
	
  with a copy to:

  	
  Granite Exchange, Inc.

  
	
   

  	
  1400 Rocky Ridge Dr., Ste 280

  
	
   

  	
  Roseville, CA 95661

  
	
   

  	
  Attention: Justin Swift

  
	
   

  	
   

  
	
  If to Purchaser:

  	
  The Bank Holdings

  
	
   

  	
  9990 Double R Blvd.

  
	
   

  	
  Reno, NV 89521

  
	
   

  	
  Attention: Jack Buchold, CFO

  



 





















 


	
  with a copy to:

  	
  Gary Steven Findley & Associates

  
	
   

  	
  1470 North Hundley Street

  
	
   

  	
  Anaheim, CA 92806

  
	
   

  	
  Attention: Debra Barbin, Esq.

  



 


Section 8.4  Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement, and shall become effective when one
or more counterparts have been signed by each of the parties and delivered to
the other parties, it being understood that all parties need not sign the same
counterpart.


 


Section 8.5  Entire Agreement/No
Third Party Rights. This Agreement (including the documents and instruments
referred to herein): (a) constitutes the entire agreement for the sale of
common stock and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof;
(b) except as expressly set forth herein, is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder; (c)
subject to the foregoing, shall be binding upon and shall inure to the benefit
of the parties hereto and their permitted successors and assigns.


 


Section 8.6  Assignment. None
of the parties may assign their rights under this Agreement without prior
written consent of the other parties hereto.


 


Section
8.7  Governing Law. This Agreement
shall be governed and construed in accordance with the laws of the State of
Nevada, without regard to any applicable conflicts of law. If any provisions of
this agreement shall be unenforceable or invalid, such unenforceability or
invalidity shall not affect the remaining provisions of this agreement.


 


Section
8.8  Headings/Table of Contents. The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. The Schedules annexed to this agreement are an integral part of
this agreement, and where there is any reference to this agreement it shall be
deemed to include said Schedules.


 


Section 8.9  Enforcement of
Agreement. The parties hereto agree that irreparable damage will occur in
the event that any of the provisions of this Agreement are not performed in
accordance with its specific terms or is otherwise breached. It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of the State of Nevada or any state having
jurisdiction, this being in addition to any remedy to which they are entitled
at law or in equity.


 


Section 8.10  Severability.
Any term or provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this Agreement or affecting
the validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction. If any provision of this Agreement is so 


 





















 


broad as to be unenforceable, the provision shall be interpreted to be
only so broad as is enforceable.


 


Section
8.11  Arbitration. Any dispute or
controversy arising among the parties hereto regarding any term, covenant or
condition of this Agreement or the breach thereof shall, upon written demand of
any party hereto, be submitted to and determined by arbitration before the
American Arbitration Association, in Reno, Nevada, by a panel of three
arbitrators, in accordance with the rules of the Association then in effect. Any
award rendered shall be made by means of a written opinion explaining the
arbitrators’ reasons for the award. The arbitrators may not amend or vary any
provision of this Agreement. Judgment upon the award rendered by the arbitrators
may be entered in any court of competent jurisdiction, which court shall have
the power to review such award for compliance with this Agreement.


 


IN WITNESS WHEREOF, the parties below, and/or their respective officers
thereunto duly authorized, have caused this Agreement to be signed as of the
date first written above.


 


	
   

  	
    /s/ Lonnie Nielson

  	
   

  
	
   

  	
    Lonnie Nielson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Rob Awalt

  	
   

  
	
   

  	
    Rob Awalt

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Justin Swift

  	
   

  
	
   

  	
    Justin Swift

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Hal Giomi

  	
   

  
	
   

  	
    The Bank Holdings

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  CEO

  	
   

  
	
   

  	
   

  	
   

  	
   Title

  
						



 





















 


STATE OF
CALIFORNIA, COUNTY OF PLACER, ss.


 


On the 24th
day of February, 2006, before me, Janet Buchmeier, a notary public, personally
appeared Lonnie Nielson, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the
within Agreement of Sale of Common Stock of Granite Exchange, Inc. and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the Agreement of Sale of Common Stock of Granite
Exchange, Inc. he executed the Agreement.


 


WITNESS my
hand and official seal.


 


 


	
  [seal]

  	
  /s/ Janet E. Buchmeier

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My
  commission expires on 4/22/09

  



 


 


Optional right
thumbprint of signer (not required):


 


 


STATE OF
CALIFORNIA, COUNTY OF PLACER, ss.


 


On the 24th
day of February, 2006, before me, Janet Buchmeier, a notary public, personally
appeared Rob Awalt, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
Agreement of Sale of Common Stock of Granite Exchange, Inc. and acknowledged to
me that he executed the same in his authorized capacity, and that by his
signature on the Agreement of Sale of Common Stock of Granite Exchange, Inc. he
executed the Agreement.


 


WITNESS my
hand and official seal.


 


 


	
  [seal]

  	
  /s/ Janet E. Buchmeier

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My
  commission expires on 4/22/09

  



 


 


Optional right
thumbprint of signer (not required):


 





















 


STATE OF
CALIFORNIA, COUNTY OF PLACER, ss.


 


On the 24th
day of February, 2006, before me, Janet Buchmeier, a notary public,
personally appeared Justin Swift, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed
to the within Agreement of Sale of Common Stock of Granite Exchange, Inc. and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the Agreement of Sale of Common Stock of Granite
Exchange, Inc. he executed the Agreement.


 


WITNESS my
hand and official seal.


 


 


	
  [seal]

  	
  /s/ Janet E. Buchmeier

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My
  commission expires on 4/22/09

  



 


Optional right
thumbprint of signer (not required):


 


 


STATE OF
NEVADA, COUNTY OF Washoe, ss.


 


On the 24th
day of February, 2006, before me, Anita Y. Nelson , a notary public,
personally appeared The Bank Holdings, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within Agreement of Sale of Common Stock of Granite Exchange,
Inc. and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the Agreement of Sale of Common Stock of
Granite Exchange, Inc. he executed the Agreement.


 


WITNESS my
hand and official seal.


 


 


	
   

  	
  /s/ Anita Y. Nelson

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My
  commission expires on April 21, 2007

  



 


[seal]


 


Optional right
thumbprint of signer (not required):