exv10w14



 





Exhibit 10.14




Summary of Principal Terms

Loan Transaction with Warrants

COMMAND CENTER, INC.

and

SONORAN PACIFIC RESOURCES, LLP




March 30, 2007




	 	 	 
	Maker (“Company”):

	 	Command Center, Inc., a Washington corporation.
	 
	 	 
	Holder:

	 	Sonoran Pacific Resources, LLP, an Arizona limited
liability partnership.
	 
	 	 
	Promissory Note:

	 	Company shall execute and deliver to Holder the
Promissory Note in the form attached hereto.
	 
	 	 
	Principal Amount:

	 	Two Million Dollars ($2,000,000.00).
	 
	 	 
	Interest Rate:

	 	Eighteen percent (18%) per annum. If not paid in
full when due, the interest rate shall be two
percent (2%) per month.
	 
	 	 
	Origination Fee:

	 	Five percent (5%) of the principal amount, to be
deducted from the first advance.
	 
	 	 
	Warrants:

	 	Command Center shall issue to Holder warrants for
200,000 shares of the company’s common stock,
$0.001 par value per share (the “Warrants”). Each
Warrant shall be convertible, at the option of the
Holder, at any time before April 1, 2009 into one
share of the Company’s common stock. $0.001 par
value per share (“Common Stock”), at an initial
conversion price equal to $3.00 per share, subject
to adjustment to reflect certain stock dividends,
stock splits, combinations or exchanges of shares,
recapitalizations, or other changes in the capital
structure of the Company (the “Conversion
Price”). If not previously converted, the
Warrants will expire on April 1, 2009.
	 
	 	 
	Antidilution Provisions

	 	The Conversion Price of the Warrants shall be
adjusted to provide the Holder with a full ratchet
anti-dilution protection for any subsequent
issuance by the Company of shares of Common Stock
(including upon issuance of any new class or
series of Preferred Stock or issuance or exchange
of any other security convertible into or
exchangeable for shares of Common Stock) at a
per-share






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	 	issue price below the Conversion Price. The foregoing
provision shall not apply to securities issued or
issuable pursuant to (i) the conversion of Series A
Preferred Stock to Common Stock, (ii) dividends or
distributions on Series A Preferred Stock, (iii) any
broker, finder, lender, or placement agent in
connection with bank loans, financing transactions,
or other capital raising activities of the Company,
(iv) certain dividends, stock splits, split-ups, or
other distributions on shares of Common Stock as
provided in the Company’s Articles of Incorporation,
as amended, or (v) issuances to employees, directors,
agents, and consultants of the Company by
authorization of the Company’s Board of Directors.
	 
	 	 
	Advances:

	 	The amount of $1,000,000 shall be advanced to Company
on the business day following the date the Promissory
Note is executed and delivered to Holder. The second
advance of an additional $1,000,000 shall be made on
or before April 30, 2007. From the first advance,
Maker may deduct and retain the Origination Fee in
the total amount of $100,000. On the second advance,
the present outstanding loan from Holder to Company
in the present principal amount of $200,000 will
become included within this loan, with the result
that the net amount of the second advance will be
$800,000.
	 
	 	 
	Repayment:

	 	The entire principal balance, along with all accrued
interest, shall be paid in full on or before July 1,
2007.
	 
	 	 
	Additional Interest:

	 	Company previously borrowed $400,000 from Holder of
which $200,000 has been repaid. As of April 30, 2007,
the accrued interest on these loans at the agreed
rate of 22% per annum will be $66,904. Company shall
pay this amount to Holder on or before July 1, 2007.
	 
	 	 
	Other Terms:

	 	Confidentiality: This Summary of Principal Terms is
being delivered by the Company with the understanding
and on the condition that neither it nor its
substance shall be disclosed publicly or privately
except with the written consent of the Company.
	 
	 	 
	 

	 	Governing Law and Jurisdiction: Arizona.







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	 	AGREED AND ACCEPTED:



COMMAND CENTER, INC.

 	 
	 	By:  	/s/ Brad E. Herr
 	 
	 	 	Name:  	BRAD E. HERR 	 
	 	 	Title:  	CFO 	 



Date: 4-3, 2007




	 	 	 	 	 	 
	 	 	 
	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Date:                     , 2007.





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PROMISSORY NOTE




			
	 
	$2,000,000.00
	 	March 30, 2007 (the “Effective Date”)






     FOR VALUE RECEIVED, the undersigned, COMMAND CENTER, INC., a Washington corporation
(collectively referred to as the “Maker”), promises to pay to the order of Sonoran Pacific
Resources, LLP, an Arizona limited liability partnership, (the “Holder”), the principal amount of
Two Million and no/100 Dollars ($2,000,000.00) or such lesser amounts of principal that may be
outstanding from time to time. Maker promises to pay the principal and interest evidenced hereby
in accordance with the terms and conditions herein contained and set forth.



     1. Repayment. Maker shall repay this Note on the following terms: the entire
principal
balance, along with interest at the rate of eighteen percent (18%) per annum shall be due and
payable on or before July 1, 2007.



     2. Place of Payment. All payments will be made by Maker and mailed or delivered to
Holder’s principal address or at such other place or places as Holder may designate in writing
from time to time.



     3. Lawful Money. All payments will be in lawful money of the United States of America
or in such other form which is acceptable to Holder. Holder’s acceptance of payment in any form
other than lawful money of the United States of America for any partial payment required or
permitted under the provisions of this Note will not be a waiver of the requirement that any future
payments be made in lawful money of the United States of America.



     4. Prepayment. Maker will have the right to prepay the Note in full or in part, at
any time, subject to the terms of the Note without penalty.



     5. Default. If Maker fails to timely make any payment or other amount due under this
Note or otherwise takes any action or fails to take any action that constitutes a default under
this Note, Holder shall send a Notice of Default to Maker, informing Maker of the nature of the
default. Upon delivery of the Notice of Default, Maker shall have ten (10) days to cure the default
and provide a Notice of Cure to Holder, explaining that the default has been cured.



     6. Remedies. Upon the occurrence of a default that is not cured within the ten-day
period described above, Holder may, in its sole discretion, upon giving written notice of the
failure to timely cure default:




	 	(a)	 	Declare the entire unpaid principal and all other sums owed hereunder
immediately due and payable;
	 
	 	(b)	 	Assess interest on the unpaid balance after July 1, 2007 at the rate of two
percent (2%) per month; and
	 
	 	(c)	 	Exercise any remedy set forth herein or otherwise available at law or in equity.




 









 











     7. Remedies Cumulative. No remedy herein conferred upon Holder is intended to be
exclusive of any other remedy and each and every such remedy will be cumulative and may be
exercised singularly or concurrently and will be in addition to every other remedy given hereunder
or now or hereafter existing at law or in equity or by statute or otherwise.



     8. Waiver. Failure or delay of Holder to exercise any right or remedy hereunder with
respect to any default or other circumstance will not constitute a waiver of the right to exercise
the same with respect to any subsequent default or other circumstance or in the event of
continuance of any existing default after demand for performance hereof.



     9. Choice of Law. This Note will be governed by, and will be construed and enforced
in accordance with, the laws of the State of Arizona.



     10. Attorneys’ Fees. Maker will pay all costs and expenses, including attorneys’ and
experts’ fees and court costs, incurred in the collection or enforcement of all or any part of
this Note.



     11. Amendment. This Note may not be amended, modified or changed, nor will any waiver
of any provision hereof be effective, except only by an instrument in writing and signed by the
party against whom enforcement of any waiver, amendment, change, modification or discharge is
sought.



     12. Headings. The paragraph headings used herein are for convenience only and are not
to be used to interpret or construe this Note.



     13. Time is of the Essence. Time is of the essence of this Note and each and every
provision hereof. Any extension of time granted for the performance of any duty under this Note
will not be considered an extension of time for the performance of any other duty under this Note.



     14. Successors and Assigns. Whenever used herein, the words “Maker” and “Holder” will
be deemed to include their respective heirs, personal representatives, successors and assigns.
This Section will not be a consent by Holder for Maker to assign or transfer any rights, powers,
obligations or duties of Maker.



     15. Severability. In case any one or more of the provisions contained in this Note
will for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect any other provision hereof and this
Note will be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.



     16. Notices. Notice which is required or permitted to be given under this Note shall
be deemed given on the day of receipt for notice personally delivered by hand, one business day
after deposit of the notice with a recognized overnight courier for overnight delivery and three
business days following deposit of the notice with the U.S Postal Service for delivery by
certified mail, return receipt requested, in any case prepaid and properly addressed as set forth
below. Either party may change its address by giving notice of such change to the other party.



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	          If to Maker:

	 	Mr. Brad Herr, CFO
	 

	 	Command Center, Inc.
	 

	 	3773 W. Fifth Avenue
	 

	 	Post Falls, ID 83854
	 
	 	 
	          If to Holder:

	 	Mr. Jerry Smith
	 

	 	Sonoran Pacific Resources, LLP
	 

	 	10446 North 74th Street, Suite 120
	 

	 	Scottsdale, AZ 85258






     IN WITNESS WHEREOF, the Maker has caused this Note to be executed and delivered as of the day
and year first above written.



	 	 	 	 	 
	 	MAKER:

COMMAND CENTER, INC

 	 
	 	/s/ Brad Herr
 	 
	 	Brad Herr, Chief Financial Officer 	 
	 	 	 
	 



	 	 	 	 	 
	Accepted and Agreed:

SONORAN PACIFIC RESOURCES, LLP

 	 	 
	By:  	 	 	 
	 	Jerry Smith 	 	 
	 	 	 	 
	 




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