Exhibit 10.1 - Receivables and Servicing Rights Purchase and Sale Agreement


    
      

      

    

    

      RECEIVABLES
        AND SERVICING RIGHTS

      PURCHASE
        AND SALE AGREEMENT 

      


       

      THIS RECEIVABLES
        AND SERVICING RIGHTS PURCHASE AND SALE AGREEMENT dated
        as
        of December 29, 2006, (the “Agreement”) executed by SOLAR
        POWER, INC.,
        a Nevada
        corporation, formerly known as Welund Fund, Inc., as seller (“Seller”)
        and
VILLAGE
        AUTO, LLC,
        a
        California limited liability company, as purchaser (“Purchaser”).
        

       

      W
        I T N E S S E T H:

       

      WHEREAS,
        Purchaser has agreed to purchase from the Seller, and the Seller, pursuant
        to
        this Agreement, is transferring to Purchaser the Receivables, the Servicing
        Rights and Other Conveyed Property. 

       

      WHEREAS,
        Purchaser and its affiliate Accredited Adjusters, LLC are currently servicing
        and administering the collection of the monthly payments on the Receivables
        on
        behalf of Seller.

       

      NOW,
        THEREFORE,
        in
        consideration of the premises and the mutual agreements hereinafter contained,
        and for other good and valuable consideration, the receipt of which is
        acknowledged, Purchaser and the Seller, intending to be legally bound, hereby
        agree as follows: 

       

      ARTICLE
        I

      DEFINITIONS

       

      SECTION
        1.1 General.
        The
        specific terms defined in this Article include the plural as well as the
        singular. The words “herein,” “hereof” and “hereunder” and other words of
        similar import refer to this Agreement as a whole and not to any particular
        Article, Section or other subdivision, and Article, Section, Schedule and
        Exhibit references, unless otherwise specified, refer to Articles and Sections
        of and Schedules and Exhibits to this Agreement.

       

      SECTION
        1.2 Specific Terms.
        Whenever used in this Agreement, the following words and phrases, unless
        the
        context otherwise requires, shall have the following meanings: 

       

      “Agreement”
        shall mean this Receivables and Servicing Rights Purchase and Sale Agreement
        and
        all amendments hereof and supplements hereto. 

       

      “Amount
        Financed” means, with respect to a Receivable, the aggregate amount advanced
        under such Receivable toward the purchase price of the Financed Vehicle and
        any
        related costs, including amounts advanced in respect of accessories, insurance
        premiums, service and warranty contracts, other items customarily financed
        as
        part of retail automobile installment sale contracts or promissory notes,
        and
        related costs.

       

      “Cutoff
        Date” means September 30, 2006.

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      “Electronic
        Ledger” means the electronic master record of the retail installment sales
        contracts or installment loans of the Seller.

       

      “Financed
        Vehicle” means an automobile or light-duty-truck, van or minivan, together with
        all accessories thereto, securing an Obligor’s indebtedness under the respective
        Receivable.

       

      “Lien”
        means a security interest, lien, charge, pledge, equity, or encumbrance of
        any
        kind, other than tax liens, mechanics’ liens and any liens that attach to the
        respective Receivable by operation of law as a result of any act or omission
        by
        the related Obligor.

       

      “Obligor”
        on a Receivable means the purchaser or co-purchasers of the Financed Vehicle
        and
        any other Person who owes payments under the Receivable. 

       

      “Other
        Conveyed Property” means all property conveyed by the Seller to the Purchaser
        pursuant to this Agreement other than the Receivables. 

       

      “Person”
        means any individual, corporation, estate, partnership, joint venture,
        association, joint stock company, trust (including any beneficiary thereof),
        unincorporated organization or government or any agency or political subdivision
        thereof.

       

      “Payoff
        Balance” means the amount required to satisfy a Receivable in full, which amount
        includes the unpaid principal balance, accrued and unpaid interest due on
        the
        account, advances on the account and any other costs as applicable.

       

      “Purchased
        Receivable” means a Receivable repurchased by the Seller.

       

      “Receivables”
        means the motor vehicle receivables listed on the Schedule of Receivables
        attached hereto. 

       

      “Schedule
        of Receivables” means the schedule of Receivables sold and transferred pursuant
        to this Agreement which is attached hereto as Schedule A. 

       

      “Servicing
        Rights” means all of Seller’s right, title and interest in and to the servicing
        of the Receivables and the securities backed thereby, including, without
        limitation, the right to receive servicing fees, and the associated right,
        title
        and interest of the Seller in the Receivables, advances on the Receivables,
        collection account balances, escrow account balances, contract rights,
        incidental income and benefits, and exclusive rights to possession and use
        of
        custodial and servicing files and records directly or indirectly related
        thereto, including, without limitation, Obligor lists and insurance policies.
          

       

      SECTION
        1.3 Usage of Terms.
        With
        respect to all terms used in this Agreement, the singular includes the plural
        and the plural the singular; words importing any gender include the other
        gender; references to “writing” include printing, typing, lithography, and other
        means of reproducing words in a visible form; references to agreements and
        other
        contractual instruments include all subsequent amendments thereto or changes
        therein entered into in accordance with their respective terms and not
        prohibited by this Agreement; references to Persons include their permitted
        successors and assigns; and the terms “include” or “including” mean “include
        without limitation” or “including without limitation.” 

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      SECTION
        1.4 No Recourse.
        Without
        limiting the obligations of Seller hereunder, no recourse may be taken, directly
        or indirectly, under this Agreement or any certificate or other writing
        delivered in connection herewith or therewith, against any stockholder, officer
        or director, as such, of Seller, or of any predecessor or successor of Seller.
        

       

      ARTICLE
        II

      CONVEYANCE
        OF THE RECEIVABLES

      AND
        THE OTHER CONVEYED PROPERTY

       

      SECTION
        2.1 Conveyance of the Receivables and the Other Conveyed Property.


       

      
        	 	
                a.

              	
                Subject
                  to the terms and conditions of this Agreement, Seller hereby sells,
                  transfers, assigns, and otherwise conveys to Purchaser without
                  recourse
                  and Purchaser hereby purchases, all right, title and interest of
                  Seller in
                  and to the Receivables, the Servicing Rights and the Other Conveyed
                  Property. It is the intention of Seller and Purchaser that the
                  transfer
                  and assignment contemplated by this Agreement shall constitute
                  a sale of
                  the Receivables, the Servicing Rights and the Other Conveyed Property
                  from
                  Seller to Purchaser, conveying good title thereto free and clear
                  of any
                  Liens, and the beneficial interest in and title to the Receivables,
                  the
                  Servicing Rights and the Other Conveyed Property shall not be part
                  of
                  Seller’s estate in the event of the filing of a bankruptcy petition by
                  or
                  against Seller under any bankruptcy or similar law.
                  

              


      

       

      
        	 	
                b.

              	
                Simultaneously
                  with the conveyance of the Receivables, the Servicing Rights and
                  the Other
                  Conveyed Property to Purchaser, Purchaser has paid or caused to
                  be paid to
                  or upon the order of Seller $12,694.00 by wire transfer of immediately
                  available funds. 

              


      

       

      SECTION
        2.2 Termination of Servicing Agreement. The
        Purchase and Servicing Agreement entered into as of March 30, 2005 between
        Purchaser and Seller relating to the servicing and administration of the
        collection of the Receivables is hereby terminated. Furthermore, as of December
        29, 2006, (a) the Seller has paid all amounts due to Purchaser and its
        affiliates, including Accredited Adjusters, LLC in full and Seller has no
        obligation to make any payments to the Purchaser, and (b) Purchaser and its
        affiliates have paid Seller all of Seller’s receivables collected by Purchaser
        and its affiliates.

       

      ARTICLE
        III

      REPRESENTATIONS
        AND WARRANTIES

       

      SECTION
        3.1 Representations and Warranties of Seller Relating to
        Seller.
        Seller
        makes the following representations and warranties as of the date hereof
        on
        which Purchaser relies in purchasing the Receivables and the Other Conveyed
        Property. 

       

      
        	 	
                a.

              	
                Organization
                  and Good Standing.
                  Seller has been duly organized and is validly existing as a corporation
                  in
                  good standing under the laws of the State of Nevada, with power
                  and
                  authority to own its properties and to conduct its business as
                  such
                  properties are currently owned and such business is currently conducted,
                  and had at all relevant times, and now has, power, authority and
                  legal
                  right to acquire, own and sell the Receivables and the Other Conveyed
                  Property to be transferred to Purchaser.


              


      

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	 	
                b.

              	
                Power
                  and Authority.
                  Seller has the power and authority to execute and deliver this
                  Agreement
                  and to carry out its terms and their terms, respectively; Seller
                  has full
                  power and authority to sell and assign the Receivables and the
                  Other
                  Conveyed Property to be sold and assigned to and deposited with
                  Purchaser
                  hereunder and has duly authorized such sale and assignment to Purchaser
                  by
                  all necessary corporate action; and the execution, delivery and
                  performance of this Agreement has been duly authorized by Seller
                  by all
                  necessary corporate action. 

              


      

       

      
        	 	
                c.

              	
                True
                  Sale.
                  The Receivables are being transferred with the intention of removing
                  them
                  from Seller’s estate pursuant to Section 541 of the Bankruptcy Code,
                  as the same may be amended from time to
                  time.

              


      

       

      
        	 	
                d.

              	
                Chief
                  Executive Office.
                  The chief executive office of Seller is located at 136 East South
                  Temple,
                  Suite 2112, Salt Lake City, UT 84111.


              


      

       

       

      SECTION
        3.2 Representations and Warranties of Seller Relating to the Receivables
        and
        Other Conveyed Property.
        Seller
        makes the following representations and warranties as of the date hereof
        on
        which Purchaser relies in purchasing the Receivables and the Other Conveyed
        Property. 

       

      
        	 	
                a.

              	
                Schedules
                  of Receivables.
                  The information set forth in the Schedules of Receivables has been
                  produced from the Electronic Ledger and was true and correct in
                  all
                  material respects as of the close of business on the Cutoff Date.
                  

              


      

       

      
        	 	
                b.

              	
                Receivables
                  in Force.
                  No
                  Receivable has been satisfied, subordinated or rescinded, and the
                  Financed
                  Vehicle securing each such Receivable has not been released from
                  the lien
                  of the related Receivable in whole or in part. No terms of any
                  Receivable
                  have been waived, altered or modified in any respect since its
                  origination, except by instruments or documents identified in the
                  Receivable File. 

              


      

       

      
        	 	
                c.

              	
                Good
                  Title.
                  Immediately prior to the conveyance of the Receivables to Purchaser
                  pursuant to this Agreement, Seller was the sole owner thereof and
                  had good
                  and indefeasible title thereto, free of any Lien and, upon execution
                  and
                  delivery of this Agreement by Seller, Purchaser shall have good
                  and
                  indefeasible title to and will be the sole owner of such Receivables,
                  free
                  of any Lien. 

              


      

       

      
        	 	
                d.

              	
                Payoff
                  Balance.
                  At
                  the Cutoff Date, the Payoff Balance of each Receivable set forth
                  in the
                  Schedule of Receivables is true and accurate in all material respects.
                  

              


      

       

      SECTION
        3.3 Representations and Warranties of Purchaser.
        Purchaser makes the following representations and warranties, on which Seller
        relies in selling, assigning, transferring and conveying the Receivables
        and the
        Other Conveyed Property to Purchaser hereunder. Such representations are
        made as
        of the execution and delivery of this Agreement 

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


       

      
        	 	
                a.

              	
                Organization
                  and Good Standing.
                  Purchaser has been duly organized and is validly existing and in
                  good
                  standing as a limited liability company under the laws of the State
                  of
                  California, with the power and authority to own its properties
                  and to
                  conduct its business as such properties are currently owned and
                  such
                  business is currently conducted, and had at all relevant times,
                  and has,
                  full power, authority and legal right to acquire and own the Receivables
                  and the Other Conveyed Property.

              


      

       

      
        	 	
                b.

              	
                Due
                  Qualification.
                  Purchaser is duly qualified to do business as a foreign corporation
                  in
                  good standing, and has obtained all necessary licenses and approvals
                  in
                  all jurisdictions where the failure to do so would materially and
                  adversely affect the validity or enforceability of the Receivables
                  and the
                  Other Conveyed Property, or Purchaser’s ability to acquire the Receivables
                  or the Other Conveyed Property or to perform its obligations hereunder.
                  

              


      

       

      
        	 	
                c.

              	
                Power
                  and Authority.
                  Purchaser has the power, authority and legal right to execute and
                  deliver
                  this Agreement and to carry out the terms hereof and to acquire
                  the
                  Receivables and the Other Conveyed Property hereunder; and the
                  execution,
                  delivery and performance of this Agreement and all of the documents
                  required pursuant hereto have been duly authorized by Purchaser
                  by all
                  necessary corporate action. 

              


      

       

      
        	 	
                d.

              	
                Binding
                  Obligation.
                  This Agreement constitutes a legal, valid and binding obligation
                  of
                  Purchaser, enforceable against Purchaser in accordance with its
                  terms,
                  subject, as to enforceability, to applicable bankruptcy, insolvency,
                  reorganization, conservatorship, receivership, liquidation and
                  other
                  similar laws and to general equitable principles.
                  

              


      

       

      ARTICLE
        IV

      MISCELLANEOUS

       

      SECTION
        4.1 Liability of Seller. Seller
        shall be liable in accordance herewith only to the extent of the obligations
        in
        this Agreement specifically undertaken by Seller and the representations
        and
        warranties of Seller. 

       

      SECTION
        4.2 Limitation on Liability of Seller and Others.
        Seller
        and any director, officer, employee or agent thereof may rely in good faith
        on
        the advice of counsel or on any document of any kind prima facie properly
        executed and submitted by any Person respecting any matters arising under
        this
        Agreement. Seller shall not be under any obligation to appear in, prosecute
        or
        defend any legal action that is not incidental to its obligations under this
        Agreement and that in its opinion may involve it in any expense or liability.
        

       

      SECTION
        4.3 Amendment. This
        Agreement may be amended from time to time by the parties only by written
        agreement signed by the Seller and the Purchaser.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      SECTION
        4.4 Notices.
        All
        demands, notices and communications to Seller or Purchaser hereunder shall
        be in
        writing, personally delivered, or sent by telecopier (subsequently confirmed
        in
        writing), reputable overnight courier or mailed by certified mail, return
        receipt requested, and shall be deemed to have been given upon receipt
        (a) in the case of Seller, to 136 East South Temple, Suite 2112, Salt Lake
        City, UT 84111, Attn: Terrell W. Smith, or (b) in the case of Purchaser, to
        1940 Zinfandel Drive, Suite R, Rancho Cordova, CA 95670, Attn: Robert Freiheit
        or such other address as shall be designated by a party in a written notice
        delivered to the other party.

       

      SECTION
        4.5 Merger and Integration.
        Except
        as specifically stated otherwise herein, this Agreement sets forth the entire
        understanding of the parties relating to the subject matter hereof, and all
        prior understandings, written or oral, are superseded by this Agreement.
        This
        Agreement may not be modified, amended, waived or supplemented except as
        provided herein. 

       

      SECTION
        4.6 Severability of Provisions.
        If any
        one or more of the covenants, provisions or terms of this Agreement shall
        be for
        any reason whatsoever held invalid, then such covenants, provisions or terms
        shall be deemed severable from the remaining covenants, provisions or terms
        of
        this Agreement and shall in no way affect the validity or enforceability
        of the
        other provisions of this Agreement. 

       

      SECTION
        4.7 Intention of the Parties. 

       

      
        	 	
                a.

              	
                The
                  execution and delivery of this Agreement shall constitute an
                  acknowledgment by Seller and Purchaser that they intend that the
                  assignment and transfer herein contemplated constitute a sale and
                  assignment outright, and not for security, of the Receivables,
                  the
                  Servicing Rights and the Other Conveyed Property, conveying good
                  title
                  thereto free and clear of any Liens, from Seller to Purchaser,
                  and that
                  the Receivables, the Servicing Rights and the Other Conveyed Property
                  shall not be a part of Seller’s estates in the event of the bankruptcy,
                  reorganization, arrangement, insolvency or liquidation proceeding,
                  or
                  other proceeding under any federal or state bankruptcy or similar
                  law, or
                  the occurrence of another similar event, of, or with respect to
                  Seller. In
                  the event that such conveyance is determined to be made as security
                  for a
                  loan made by Purchaser or Seller, the parties intend that Seller
                  shall
                  have granted to Purchaser a security interest in all of Seller’s right,
                  title and interest in and to (collectively, the “Collateral”):
                  

              


      

       

      
        	 	
                1.

              	
                the
                  Receivables and all moneys received thereon after the Cutoff Date,
                  as
                  applicable, 

              


      

       

      
        	 	
                2.

              	
                the
                  Servicing Rights,

              


      

       

      
        	 	
                3.

              	
                the
                  Other Conveyed Property conveyed to Purchaser by Seller pursuant
                  to this
                  Agreement including (a) an assignment of the security interests in
                  the Financed Vehicles granted by Obligors pursuant to the Receivables
                  and
                  any other interest of the Seller in such Financed Vehicles, (b) any
                  proceeds and the right to receive any proceeds with respect to
                  the
                  Receivables from claims on any physical damage, credit life or
                  disability
                  insurance policies covering Financed Vehicles or Obligors and any
                  proceeds
                  from the liquidation of the Receivables, net of reasonable liquidation
                  expense, (c) the related Receivables Files and (d) the proceeds
                  of any and all of the foregoing, 

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	 	
                4.

              	
                all
                  of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents,
                  (d) Instruments, and (e) General Intangibles (as such terms are
                  defined in the applicable UCC) relating to the property described
                  in items
                  (1), (2) and (3), and 

              


      

       

      
        	 	
                5.

              	
                all
                  proceeds and investments with respect to items (1), (2), (3) and
                  (4) above. 

              


      

       

      
        	 	
                b.

              	
                This
                  Agreement shall constitute a security agreement under applicable
                  law.
                  

              


      

       

      SECTION
        4.8 Governing Law.
        This
        Agreement shall be construed in accordance with, and this Agreement and all
        matters arising out of or relating in any way to the Agreement shall be governed
        by, the law of the State of Nevada.

       

      SECTION
        4.9 Counterparts.
        For the
        purpose of facilitating the execution of this Agreement and for other purposes,
        this Agreement may be executed simultaneously in any number of counterparts,
        each of which counterparts shall be deemed to be an original, and all of
        which
        counterparts shall constitute but one and the same instrument. 

       

       

      (Signature
        page follows.)

       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


       

      


       

      IN
        WITNESS WHEREOF, the parties have caused this Purchase and Servicing Agreement
        to be duly executed by their respective officers as of the day and year first
        above written. 

      


      
        	 	
                SOLAR
                  POWER, INC.

              
	 	
                as
                  Seller

              
	 	 	 
	 	 	 
	 	
                By 
                  /s/ Steven
                  Strasser                                        
                  

              
	 	 	
                Name:
                  Steven Strasser

              
	 	 	
                Title:
                  President

              
	 	 	 
	 	
                VILLAGE
                  AUTO, LLC

              
	 	
                as
                  Purchaser

              
	 	 	 
	 	 	 
	 	
                
                  
                    By 
                      /s/ Robert
                      Freiheit                                         
                      

                  

                

              
	 	 	
                Name:
                  Robert Freiheit

              
	 	 	
                Title:
                  Managing Member

              


      

      


       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        A

      SCHEDULE
        OF RECEIVABLES

       

      


      


      
        	 	 	 	 	 	 	
                PER
                  STATEMENTS

              
	 	 	
                 

                Customer

              	 	
                Contract
                  

              	 	
                Payoff

              	 	
                Collections
                  for 10/1 to 12/28/06

              	 	
                Payoff

              	 	
                Principal

              
	
                Stock
                  #

              	 	
                Name

              	 	
                Date

              	 	
                9/30/2006

              	 	
                Total

              	 	
                Interest

              	 	
                Principal

              	 	
                12/28/2006

              	 	
                12/28/2006

              
	
                330

              	 	
                Apple,
                  B.

              	 	
                3/15/2004

              	 	
                3,441.17

              	 	
                773.97

              	 	
                156.84

              	 	
                617.13

              	 	
                2,805.76

              	 	
                2,783.79

              
	
                1155

              	 	
                De
                  Perez, A.

              	 	
                6/7/2004

              	 	
                782.08

              	 	
                300.00

              	 	
                40.87

              	 	
                259.13

              	 	
                503.95

              	 	
                152.50

              
	
                1040

              	 	
                Fines,
                  F.

              	 	
                2/15/2004

              	 	
                1,690.32

              	 	
                725.40

              	 	
                59.14

              	 	
                666.26

              	 	
                1,019.64

              	 	
                1,004.30

              
	
                03BHPH634

              	 	
                Keven,
                  M.

              	 	
                12/12/2003

              	 	
                7,680.80

              	 	
                1,000.00

              	 	
                246.22

              	 	
                753.78

              	 	
                6,928.19

              	 	
                5,085.86

              
	
                1057

              	 	
                Martinez,
                  M.

              	 	
                3/2/2004

              	 	
                123.29

              	 	
                -

              	 	
                -

              	 	
                -

              	 	
                128.75

              	 	
                106.58

              
	
                1148

              	 	
                Prasad,
                  U.

              	 	
                5/6/2004

              	 	
                831.92

              	 	
                860.59

              	 	
                47.41

              	 	
                813.18

              	 	
                -

              	 	
                -

              
	
                1209

              	 	
                Robinson,
                  S.

              	 	
                12/17/2004

              	 	
                7,513.11

              	 	
                1,000.00

              	 	
                362.22

              	 	
                637.78

              	 	
                6,794.13

              	 	
                6,584.52

              
	
                1125

              	 	
                Taketa,
                  J.

              	 	
                5/7/2004

              	 	
                576.98

              	 	
                -

              	 	
                -

              	 	
                -

              	 	
                604.96

              	 	
                546.40

              
	
                1003

              	 	
                Withrow-Clark,
                  R.

              	 	
                1/27/2004

              	 	
                1,359.82

              	 	
                1,400.00

              	 	
                44.50

              	 	
                1,355.50

              	 	
                -

              	 	
                -

              
	
                1171

              	 	
                Zeno,
                  L.

              	 	
                5/28/2004

              	 	
                1,387.51

              	 	
                435.00

              	 	
                134.95

              	 	
                300.05

              	 	
                1,020.45

              	 	
                996.03

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Totals

              	 	 	 	 	 	
                25,387.00

              	 	
                6,494.96

              	 	
                1,092.15

              	 	
                5,402.81

              	 	
                19,805.83

              	 	
                17,259.98

              


      

      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      9