EXHIBIT
        10.1

       

       

      EXECUTIVE
        EMPLOYMENT AGREEMENT

       

      This
        Executive Employment Agreement (“Agreement”) is made effective as of August 13,
        2008 (“Effective Date”), by and between James Vagim (“Executive”) and United
        PanAm Financial Corp and its subsidiary United Auto Credit Corporation, both
        of
        which may be referred to interchangeably hereinafter as “Company”. All
        obligations of the Company hereunder shall be joint and several obligations
        of
        United PanAm Financial Corp. and United Auto Credit Corporation.

       

      The
        parties agree as follows:

       

      
        	1.	
                Employment.
                  The Company hereby employs Executive, and Executive hereby accepts
                  such
                  employment, upon the terms and conditions set forth
                  herein.

              


      

       

      
        	2.	
                Duties.

              


      

       

      
        	2.1	
                Position.
                  Executive is employed on a full-time basis as President and Chief
                  Executive Officer of the Company, shall report directly to the
                  Board of
                  Directors of the Company (“the Board”), and shall have the duties and
                  responsibilities commensurate with such position as shall be reasonably
                  and in good faith determined from time to time by the Board.
                  

              


      

       

      
        	2.2	
                Obligations.
                  Executive shall: (i) abide by all federal, state and local laws,
                  regulations and ordinances and as applicable, all policies and
                  charter
                  documents of the Company and its affiliates, and (ii) except for
                  vacation
                  and illness periods, devote substantially all of his business time,
                  energy, skill and efforts to the performance of his duties hereunder
                  in a
                  manner that will faithfully and diligently further the business
                  interests
                  of the Company. 

              


      

       

      
        	3.	
                Term.
                  The term of this Agreement shall commence on the Effective Date
                  and shall
                  continue until December 31, 2009, unless earlier terminated as
                  herein
                  provided (the “Initial Term”). As used herein, “Term” shall include the
                  Initial Term and any Extended Term, but the Term of this Agreement
                  shall
                  end upon any termination of Executive’s employment with the Company as
                  herein provided. 

              


      

       

      
        	4.	
                Compensation.

              


      

       

      
        	4.1	
                Base
                  Salary.
                  As compensation for Executive’s performance of Executive’s duties and
                  subject to Executive’s continued employment pursuant to this Agreement ,
                  the Company shall pay or cause to be paid to Executive an annual
                  salary of
                  Five Hundred Thousand Dollars ($500,000.00) during the Term of
                  Employment
                  (“Base Salary”), payable in accordance with the normal payroll practices
                  of the Company or the Company’s payroll services provider, less all
                  legally required or authorized payroll deductions and tax withholdings.
                  During the Term of Employment, the Base Salary amount set forth
                  above may
                  be increased from time to time at the sole and absolute discretion
                  of the
                  Board.

              


      


      
        
          
          

        

        
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        	4.2	
                Discretionary
                  Bonus.
                  The Company may, from time to time, pay Executive a discretionary
                  bonus in
                  an amount to be determined by the Board in its sole and absolute
                  discretion, less all legally required or authorized payroll deductions
                  and
                  tax withholdings. 

              


      

       

      
        	4.3	
                Equity
                  Compensation.
                  Concurrently with the execution of this Agreement, Executive shall
                  be
                  granted an option pursuant to the Company’s [Amended and Restated 1997
                  Employee Stock Incentive Plan] (“the Plan”) to purchase Five Hundred
                  Thousand (500,000) shares of the Company’s common stock (the “Shares”) at
                  an exercise price of $5.00 per share with a term of ten (10) years.
                  So
                  long as Executive’s employment relationship with the Company continues,
                  twenty percent (20%) of the Shares underlying the option shall
                  vest on the
                  anniversary of the execution date of this Agreement and upon each
                  anniversary date thereafter until the fifth anniversary, whereupon
                  the
                  option shall become one-hundred percent (100%) vested. Notwithstanding
                  the
                  foregoing, the vesting shall accelerate upon a change in control
                  as
                  defined in the Stock Option Award Agreement. In addition, such
                  options
                  shall be subject to the terms and conditions of the Plan and stock
                  option
                  agreement reflecting ( and not inconsistent with) the terms set
                  forth in
                  this Agreement between the Company and Executive, which documents
                  are
                  incorporated herein by reference. 

              


      

       

      
        	5.	
                Health
                  and Welfare Benefits.
                  Executive shall be eligible for all health and welfare benefits
                  generally
                  available to other full-time employees of the Company of similar
                  rank and
                  status, subject to the terms and conditions of the Company’s policies and
                  benefit plan documents. 

              


      

       

      
        	6.	
                Vacation.
                  Executive shall be entitled to earn vacation at the rate of four
                  (4) weeks
                  per year. Executive shall be allowed to use such vacation time
                  at
                  Executive’s discretion, with reasonable advance notice to the Board, and
                  taking into account the business needs of the Company. In the event
                  that
                  Executive is terminated before the end of the applicable calendar
                  year,
                  any vacation time used by the Executive in excess of the pro rata
                  vacation
                  time corresponding to the portion of the calendar year then elapsed
                  shall
                  not result in any offset against any compensation owed to Executive,
                  except in the case of termination of Executive for
                  Cause.

              


      

       

      
        	7.	
                Business
                  Expenses.
                  Executive shall be reimbursed for all reasonable, out-of-pocket
                  business
                  expenses incurred in the performance of Executive’s duties on behalf of
                  the Company, provided that Executive furnishes to the Company adequate
                  records and other documentation as may be required for the substantiation
                  of such expenditures as a business expense of the
                  Company.

              


      

       

      
        	8.	
                Termination
                  of Employment. Subject
                  to the terms and conditions of this Section 8, either the Company
                  or
                  Executive may terminate Executive’s employment at any time, with or
                  without Cause (as defined in Section 8.7), during the Term of Employment.
                  Any termination of Executive’s employment during the Term of Employment
                  shall be communicated by written notice of termination from the
                  terminating party to the other party (“Notice of Termination”). The Notice
                  of Termination shall indicate the specific provision(s) of this
                  Agreement
                  relied upon in effecting the termination, if any. Termination shall
                  be
                  effective on the date designated by the terminating party in the
                  Notice of
                  Termination. In the event Executive’s employment is terminated by either
                  party, for any reason, during the Term of Employment, the Company
                  shall
                  pay the prorated Base Salary earned as of the date of Executive’s
                  termination of employment and the accrued but unused vacation as
                  of the
                  date of Executive’s termination of employment to Executive upon
                  Executive’s termination of employment. Except as otherwise provided in
                  this Section 8, the Company shall have no further obligation to
                  make or
                  provide to Executive, and Executive shall have no further right
                  to receive
                  or obtain from the Company, any payments or benefits in respect
                  of the
                  termination of Executive’s employment with the Company during the Term of
                  Employment.

              


      

       

      
        
          
          

        

        
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        	8.1	
                Severance
                  Upon Involuntary Termination without Cause and Termination by Executive
                  with Good Reason.
                  In
                  the event that the Company causes to occur an involuntary termination
                  without Cause (as defined in Section 8.7(a)) or in the event that
                  Executive resigns from employment with the Company for Good Reason
                  (as
                  defined in Section 8.7(c)) during the Term of Employment, Executive
                  shall
                  be entitled to a lump sum “Severance Payment” as set forth in Exhibit A;
                  payable within thirty (30) days of the events giving rise to the
                  Severance
                  Payment; provided,
                  however, that Executive executes a Separation Agreement that includes
                  a
                  general release in favor of the Company, any successor company,
                  and all
                  subsidiary and related entities, and their officers, directors,
                  shareholders, employees and agents to the fullest extent permitted
                  by law,
                  drafted by and in a form reasonably satisfactory to the Company,
                  and does
                  not revoke the general release within any legally required revocation
                  period, if applicable. All legally required and authorized deductions
                  and
                  tax withholdings shall be made from the Severance Payment, including
                  for
                  wage garnishments, if applicable, to the extent required or permitted
                  by
                  law. Effective immediately upon termination of employment, Executive
                  shall
                  no longer be eligible to contribute to or to be an active participant
                  in
                  any retirement or benefit plan covering employees of the Company.
                  All
                  other Company obligations to Executive shall be automatically terminated
                  and completely extinguished; provided, however, that Executive
                  shall not
                  forfeit any right to contributions previously made to any pension,
                  retirement or benefit plan. 

              


      

       

      
        	8.2	
                Effect
                  of Disability.
                  In
                  the event Executive’s employment is terminated on account of Disability
                  (as defined in Section 8.7), Executive shall be entitled to payment
                  of the
                  difference between (a) any monthly disability payments provided
                  through
                  insurance plans offered by the Company, if any, provided Executive
                  has
                  enrolled in such plans, has paid the costs thereof and is otherwise
                  eligible, and (b) the monthly Base Salary effective immediately
                  prior to
                  the date of termination, for a period of six (6) months following
                  the date
                  of termination, Both (a) and (b) in the preceding sentence shall
                  be paid
                  in a lump sum within thirty (30) days of Executive’s termination of
                  employment due to Disability. All legally required and authorized
                  deductions and tax withholdings shall be made from the payments
                  described
                  in the previous sentence, including for wage garnishments, if applicable,
                  to the extent required or permitted by law.


              


      

       

      
        	8.3	
                Effect
                  of Death.
                  In
                  the event Executive’s employment is terminated by reason of death, this
                  Agreement shall terminate without further obligations of Employer
                  to
                  Executive (or his heirs or legal representatives) under this Agreement,
                  other than for payment of: (i) any unpaid base salary (as set forth
                  in
                  Section 4.1 hereof) through the date of termination; (ii) a prorated
                  portion of any bonus, described in Section 4.2. above, earned through
                  the
                  date of Executive’s death that has not been paid, (iii) all compensation
                  previously deferred by Executive, if any; (iv) any accrued but
                  unused
                  vacation ; and (v) any amounts due pursuant to the terms of any
                  applicable
                  welfare benefit plan. All of the foregoing amounts shall be paid
                  to
                  Executive’s estate or beneficiary, as applicable, in a lump sum cash
                  payment within thirty (30) days after the date of termination or
                  earlier
                  as required by applicable law.

              


      

       

      
        	8.4	
                Employment
                  Reference. In
                  the event Executive’s employment is terminated without Cause, or Executive
                  resigns for Good Reason, Executive and the Company will negotiate
                  in good
                  faith to reach an agreement on a statement reflecting a benign
                  reason for
                  termination or resignation. This statement will include, at minimum,
                  positions held, date of hire, employment period and confirmation
                  of salary
                  history (if requested by Executive).


              


      

       

      
        	8.5	
                Ineligibility
                  For Severance. Executive
                  shall not be entitled to any Severance Package under this Agreement,
                  if at
                  any time during the Term of Employment, either (a) Executive voluntarily
                  resigns or otherwise terminates employment with the Company other
                  than for
                  Good Reason, or (b) the Company involuntarily terminates Executive’s
                  employment with Cause. Effective immediately upon termination of
                  employment, Executive shall no longer be eligible to contribute
                  to or to
                  be an active participant in any retirement or benefit plan covering
                  employees of the Company; provided, however, that Executive shall
                  not
                  forfeit any right to contributions previously made to any pension,
                  retirement or benefit plan. All other Company obligations to Executive
                  shall be automatically terminated and completely extinguished.
                  

              


      

       

      
        
          
          

        

        
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        	8.6	
                Taxes
                  and Withholdings. The
                  Company may withhold from any amounts payable under this Agreement,
                  including any benefits or Severance Payment, such federal, state
                  or local
                  taxes as may be required to be withheld pursuant to applicable
                  law or
                  regulations, which amounts shall be deemed to have been paid to
                  Executive.
                  

              


      

       

      
        	8.7	
                Definitions.

              


      

       

      
        	
              	(a)	
                “Cause”
                  shall mean the occurrence during the Term of Employment of any
                  of the
                  following: (i) indictment for, formal admission to (including a
                  plea of
                  guilty or nolo
                  contendere
                  to), or conviction of a felony, (ii) a crime of moral turpitude,
                  dishonesty, breach of trust or unethical business conduct, or any
                  crime
                  involving the Company, (iii) willful or knowing unauthorized dissemination
                  by Executive of Proprietary Company Information; (iv) failure by
                  Executive
                  to perform Executive’s duties which are reasonably and in good faith
                  requested in writing by the Board; (v) failure of Executive to
                  perform any
                  lawful directive of the Board communicated to Executive in the
                  form of a
                  written request from the Board, and (vi) Executive’s breach of the
                  Company’s Code of Conduct which would normally result in termination of
                  any Company employee.

              


      

       

      
        	
              	(b)	
                “Disability”
                  shall mean, to the extent consistent with applicable federal and
                  state law
                  (including, without limitation Section 409A), Executive’s inability by
                  reason of physical or mental illness to fulfill his obligations
                  hereunder
                  for ninety (90) consecutive days or for a total of one hundred
                  and twenty
                  (120) days in any twelve (12) month period which, in the reasonable
                  opinion of an independent physician selected by the Company or
                  its
                  insurers and reasonably acceptable to Executive or Executive’s legal
                  representative, renders Executive unable to perform the essential
                  functions of his job, even after reasonable accommodations are
                  made by the
                  Company. The Company is not, however, required to make unreasonable
                  accommodations for Executive or accommodations that would create
                  an undue
                  hardship on the Company.

              


      

       

      
        	
              	(c)	
                “Good
                  Reason” shall mean the occurrence during the Term of Employment of any
                  of
                  the following: (i) a material breach of this Agreement ; (ii) the
                  Executive’s Base Salary is materially reduced by the Company; (iii) a
                  material reduction in Executive’s duties and/or responsibilities; or (iv)
                  relocation of the Executive’s place of work to a location greater than 35
                  miles away from the current location. In no event shall any of
                  the
                  foregoing constitute Good Reason unless the Company receives notice
                  from
                  the Executive of the existence of the condition constituting Good
                  Reason
                  within ninety (90) days of the occurrence of such condition. Upon
                  receipt
                  of such notice, the Company shall be provided a period of thirty
                  (30) days
                  during which it may remedy the condition and not be required to
                  pay the
                  Severance Payment payable under Section 8 of this
                  Agreement.

              


      

       

      
        	8.8	
                Non-duplication
                  of Benefits.
                  Notwithstanding any provision in this Agreement or in any other
                  Company
                  benefit plan or compensatory arrangement to the contrary, but at
                  all times
                  subject to Section 8.5, (a) any payments due under either Section
                  8.2 or
                  Section 8.3 shall be made not more than once, if at all, (b) payments
                  may
                  be due under either Section 8.2 or Section 8.3, but under no circumstances
                  shall payments be made under both Section 8.2 and Section 8.3,
                  (c) no
                  payments made under this Agreement shall be considered compensation
                  for
                  purposes of any benefit plan or compensatory arrangement of the
                  Company,
                  and (d) Executive shall not be entitled to severance benefits from
                  the
                  Company other than as contemplated under this Agreement, unless
                  such other
                  severance benefits offset and reduce the benefits due under this
                  Agreement
                  on a dollar-for-dollar basis, but not below zero.
                  

              


      

       

      
        	9.	
                No
                  Conflict of Interest.
                  Executive must not engage in any work, paid or unpaid, that could
                  create a
                  conflict of interest with the interests of the Company during Executive’s
                  employment with the Company. Such work shall include, but is not
                  limited
                  to, directly or indirectly competing or interfering with the Company
                  Business in any way. For purposes of this Agreement, the term “Company
                  Business” shall mean non-prime auto
                  finance.

              


      

       

      
        
          
          

        

        
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        	10.	
                Confidentiality.
                  During
                  the Term of Employment, Executive has been and will continue to
                  be given
                  access to a wide variety of information about the Company, its
                  affiliates
                  and other related businesses that the Company considers “Proprietary
                  Company Information.” As a condition of continued employment, Executive
                  agrees to abide by the Company’s business policies and directives
                  including those on confidentiality and nondisclosure of “Proprietary
                  Company Information.” “Proprietary Company Information” shall mean all
                  information applicable to the business of the Company which confers
                  or may
                  confer a competitive advantage upon the Company over one who does
                  not
                  possess the information; and has commercial value in the business
                  of the
                  Company or any other business in which the Company engages or is
                  preparing
                  to engage during Executive’s employment with the Company. “Proprietary
                  Company Information” includes, but is not limited to, information
                  regarding the Company’s business plans and strategies; manuals, contracts
                  and proposals; and other business partners and the Company’s business
                  arrangements and strategies with respect to them; current and future
                  marketing or advertising campaigns; software programs whether owned
                  or
                  modified by third parties for the Company’s benefit; codes, formulae or
                  techniques; financial information; personnel information; and all
                  ideas,
                  plans, processes or information related to the current, future
                  and
                  proposed projects or other business of the Company whether or not
                  such
                  information would be enforceable as a trade secret of the Company
                  or
                  enjoined or restrained by a court or arbitrator as constituting
                  unfair
                  competition. “Proprietary Company information” also includes confidential
                  information of any third party who may disclose such information
                  to the
                  Company or Executive in the course of the Company’s business.
                  

              


      

       

      
        	10.1	
                Nondisclosure.
                  Executive acknowledges that Proprietary Company Information constitutes
                  valuable, special and unique assets of the Company’s business and that the
                  unauthorized disclosure of such information to competitors of the
                  Company,
                  or to the general public, will be highly detrimental to the Company.
                  Executive therefore agrees to hold Proprietary Company Information
                  in
                  strictest confidence. Except as shall occur as and to the extent
                  that
                  Executive performs his duties to the Company, Executive agrees
                  not to
                  disclose or allow to be disclosed to any individual or entity,
                  other than
                  those individuals or entities authorized by the Company, any Proprietary
                  Company Information that Executive has or may acquire during Executive’s
                  employment by the Company (whether or not developed or compiled
                  by
                  Executive and whether or not Executive has been authorized to have
                  access
                  to such Proprietary Company Information).


              


      

       

      
        	10.2	
                Continuing
                  Obligation.
                  Executive agrees that the agreement not to disclose Proprietary
                  Company
                  Information will be effective during Executive’s employment and continue
                  even after Executive is no longer employed by the Company. Any
                  obligation
                  not to disclose any portion of any Proprietary Company Information
                  will
                  continue indefinitely unless Executive can demonstrate that such
                  information (a) has been developed independently without any reference
                  to
                  any information obtained during Executive‘s employment with the Company;
                  or (b) must be disclosed in response to a valid order by a court
                  or
                  government agency or is otherwise required by law.
                  

              


      

       

      
        	10.3	
                Return
                  of Company Property.
                  On termination of employment with the Company for whatever reason,
                  or at
                  the request of the Company before termination, Executive agrees
                  to
                  promptly deliver to the Company all records, files, computer disks,
                  memoranda, documents, lists and other information regarding the
                  Company
                  and its business or containing any Proprietary Company Information,
                  including all copies, reproductions, summaries or excerpts thereof,
                  then
                  in Executive’s possession or control, whether prepared by Executive or
                  others. Executive also agrees to promptly return, on termination
                  or the
                  Company’s request, any and all Company property issued to Executive,
                  including but not limited to computers, cellular phones, keys and
                  credits
                  cards. Executive further agrees that should Executive discover
                  any Company
                  property or Proprietary Company Information in Executive’s possession
                  after the return of such property has been requested, Executive
                  agrees to
                  return it promptly to the Company without retaining copies, summaries
                  or
                  excerpts of any kind. 

              


      

       

      
        
          
          

        

        
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        	10.4	
                No
                  Violation of Rights of Third Parties.
                  Executive warrants that the performance of all the terms of this
                  Agreement
                  does not and will not breach any agreement to keep in confidence
                  proprietary information, knowledge or data acquired by Executive
                  prior to
                  Executive’s employment with the Company. Executive agrees not to disclose
                  to the Company, or induce the Company to use, any confidential
                  or
                  proprietary information or material belonging to any previous employers
                  or
                  others. Executive warrants that Executive is not a party to any
                  other
                  agreement that will interfere with Executive’s full compliance with this
                  Agreement. Executive further agrees not to enter into any agreement,
                  whether written or oral, in conflict with the provisions of this
                  Agreement
                  while such provisions remain effective.


              


      

       

      
        	11.	
                Interference
                  with Business Relations. 

              


      

       

      
        	11.1	
                Interference
                  with Customers, Suppliers and Other Business Partners.
                  Executive acknowledges that the Company’s tenant and customer base and its
                  other business arrangements have been developed through substantial
                  effort
                  and expense, and its nonpublic business information is confidential
                  and
                  constitutes trade secrets. In addition, because of Executive’s position,
                  Executive understands that the Company will be particularly vulnerable
                  to
                  significant harm from Executive’s use of such information for purposes
                  other than to further the Company’s business interests. Accordingly,
                  Executive agrees that during Executive’s employment with the Company and
                  after Executive’s employment with the Company ends , Executive will not,
                  either directly or indirectly, separately or in association with
                  others,
                  utilize the Company’s Proprietary Company Information to interfere with,
                  impair, disrupt or damage the Company’s relationship with any of its
                  customers, automobile dealers or other business partners of the
                  Company.

              


      

       

      
        	11.2	
                Interference
                  with the Company’s Employees.
                  Executive acknowledges that the services provided by the Company’s
                  employees are unique and special, and that the Company’s employees possess
                  trade secrets and Proprietary Company Information that is protected
                  against misappropriation and unauthorized use. As such, Executive
                  agrees
                  that during Executive’s employment with the Company, and for a period of
                  12 months after Executive’s employment with the Company is terminated for
                  any reason, Executive will not, either directly or indirectly,
                  separately
                  or in association with others, interfere with, impair, disrupt
                  or damage
                  the Company’s business by contacting any Company employees for the purpose
                  of inducing or encouraging them to discontinue their employment
                  with the
                  Company. 

              


      

       

      
        	11.3	
                Negative
                  Information.
                  During the Term of Employment and thereafter, Executive shall not
                  disclose
                  confidential or negative non-public information regarding, or take
                  any
                  action materially detrimental to the reputation of the Company
                  or its
                  directors, officers, employees, investors, shareholders or advisors
                  and
                  any affiliates of any of the foregoing (collectively, the “Company
                  Affiliates”); provided, however, that nothing contained in this Section
                  12.3 shall affect any legal obligation of Executive to respond
                  to
                  mandatory governmental inquiries concerning the Company Affiliates
                  or to
                  act in accordance with, or to establish, his rights under this
                  Agreement.

              


      

       

      
        	11.4	
                Injunctive
                  Relief.
                  Executive acknowledges that Executive’s breach of the covenants contained
                  in Sections 9 through 11 of this Agreement inclusive (collectively
                  “Covenants”) would cause irreparable injury and continuing harm to the
                  Company for which there will be no adequate remedy at law, and
                  agrees that
                  in the event of any such breach, the Company seek temporary, preliminary
                  and permanent injunctive relief to the fullest extent allowed by
                  the
                  California Arbitration Act, without the necessity of proving actual
                  damages or posting any bond or other
                  security.

              


      

       

      
        
          
          

        

        
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        	12.	
                Agreement
                  to Arbitrate.
                  Any
                  dispute, controversy or claim arising out of or in respect of this
                  Agreement (or its validity, interpretation or enforcement), the
                  employment
                  relationship or the subject matter hereof shall be addressed and
                  settled
                  by arbitration conducted in Orange County under the auspices of
                  JAMS or
                  other mutually agreeable alternative dispute resolution service
                  in
                  accordance with that service’s rules for the resolution of employment
                  disputes. Included within this provision are any claims based on
                  a
                  violation of any local, state or federal law, such as claims for
                  discrimination or civil rights violations. Executive understands
                  that
                  arbitration is in lieu of any and all other civil legal proceedings.
                  The
                  aggrieved party can initiate arbitration by sending written notice
                  of any
                  intention to arbitrate by registered or certified mail to all parties
                  and
                  to the mutually agreed upon alternative dispute resolution service.
                  The
                  notice must contain a description of the dispute, the amount involved
                  and
                  the remedy sought. Any claim or controversy which may be arbitrated
                  under
                  this section is subject to any applicable statute of limitations
                  that
                  would apply if a lawsuit was being initiated. The arbitration shall
                  provide for written discovery and depositions adequate to give
                  the parties
                  access to documents and witnesses that are essential to the dispute.
                  The
                  arbitrator shall have no authority to add to or to modify this
                  Agreement,
                  shall apply all applicable law, and shall have no lesser and no
                  greater
                  remedial authority than would a court of law resolving the same
                  claim or
                  controversy. In addition to any other form of relief to which the
                  parties
                  may be entitled, injunctive relief will be available to enforce
                  any
                  provision of this Agreement including, without limitation, Section
                  12 of
                  this Agreement. The arbitrator shall issue a written decision that
                  includes the essential findings and conclusions upon which the
                  decision is
                  based, and which shall be signed and dated. The decision of the
                  arbitrator
                  shall be conclusive, final and binding upon the parties and may
                  be
                  submitted to any authorized court of law to be confirmed and enforced.
                  The
                  prevailing party (meaning the party that obtains substantially
                  the relief
                  sought by it) in such proceeding will be entitled to the reasonable
                  attorneys’ fees and expenses of counsel and costs incurred by reason of
                  such arbitration if such would be available if the matter had been
                  pursued
                  in a court of law. Executive and the Company shall each bear his/her
                  or
                  its own costs and attorneys’ fees incurred in conducting the arbitration,
                  and, except for such disputes where Executive asserts a claim otherwise
                  under a state or federal statute prohibiting discrimination in
                  employment
                  or unless otherwise required by applicable law (“a Statutory Claim”),
                  shall split equally the fees and administrative costs charged by
                  the
                  arbitrator and the alternative dispute resolution service. In disputes
                  where Executive asserts a Statutory Claim against the Company,
                  Executive
                  shall be required to pay only the initial administrative filing
                  fee to the
                  extent such filing fee does not exceed the fee to file a complaint
                  in
                  state or federal court. The Company shall pay the balance of the
                  arbitrator’s fees and administrative
                  costs.

              


      

       

      
        	13.	
                General
                  Provisions.

              


      

       

      
        	13.1	
                Successors
                  and Assigns.
                  The rights and obligations of the Company under this Agreement
                  shall inure
                  to the benefit of and shall be binding upon the successors and
                  assigns of
                  the Company. The Company will require any successor (whether direct
                  or
                  indirect, by purchase, merger, consolidation or otherwise) or assignee
                  to
                  all or substantially all of the business and/or assets of the Company
                  to
                  assume expressly and agree to perform this Agreement in the same
                  manner
                  and to the same extent that the Company would be required to perform
                  it if
                  no such succession or assignment had taken place. Executive shall
                  not be
                  entitled to assign any of Executive’s rights or obligations under this
                  Agreement without the Company’s written
                  consent.

              


      

       

      
        	13.2	
                Legal
                  Protection Clause.
                  The Company will defend, indemnify and hold harmless the Executive
                  from
                  and against any claim or legal action taken against Executive as
                  a direct
                  consequence of the discharge of Executive’s duties or obedience to
                  directions of the Company, in accordance with California Labor
                  Code 2802
                  and other applicable law . Such protection, if applicable, includes
                  the
                  cost of legal defense and judgment, if any, against Executive to
                  the
                  fullest extent permitted by applicable law and the Company’s by-laws and
                  articles of incorporation. The Company will maintain in force a
                  directors’
                  and officers’ liability insurance policy. Executive shall have coverage
                  under any directors’ and officers’ liability insurance policies obtained
                  by the Company in an amount not less than, and providing coverage
                  no less
                  comprehensive than, the coverage applicable to any other director
                  or
                  officer of the Company.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
         

        
          	13.3	
                  Non-exclusivity
                    of Rights.
                    Except as expressly provided in this Agreement, Executive is
                    not prevented
                    from continuing or future participation in any Company benefit,
                    bonus,
                    incentive or other plans, programs, policies or practices provided
                    by the
                    Company subject to the terms and conditions of such plans, programs,
                    or
                    practices. 

                


        

         

      

      
        	
                13.4

              	
                Waiver.
                  Either party’s failure to enforce any provision of this Agreement shall
                  not in any way be construed as a waiver of any such provision,
                  or prevent
                  that party thereafter from enforcing each and every other provision
                  of
                  this Agreement. 

              


      

       

      
        	13.5	
                Attorneys’
                  Fees.
                  Each side will bear its own attorneys’ fees in any dispute unless a
                  statutory section at issue, if any, authorizes the award of attorneys’
                  fees to the prevailing party, and the arbitrator awards such attorneys’
                  fees accordingly. 

              


      

       

      
        	13.6	
                Severability.
                  In the event any provision of this Agreement is found to be unenforceable
                  by an arbitrator or court of competent jurisdiction, such provision
                  shall
                  be deemed modified to the extent necessary to allow enforceability
                  of the
                  provision as so limited, it being intended that the parties shall
                  receive
                  the benefit contemplated herein to the fullest extent permitted
                  by law. If
                  a deemed modification is not satisfactory in the judgment of such
                  arbitrator or court, the unenforceable provision shall be deemed
                  deleted,
                  and the validity and enforceability of the remaining provisions
                  shall not
                  be affected thereby. 

              


      

       

      
        	13.7	
                Interpretation;
                  Construction.
                  The headings set forth in this Agreement are for convenience only
                  and
                  shall not be used in interpreting this Agreement. This Agreement
                  has been
                  drafted by legal counsel representing the Company, but Executive
                  has
                  participated in the negotiation of its terms. Furthermore, Executive
                  acknowledges that Executive has had an opportunity to review and
                  revise
                  the Agreement and have it reviewed by legal counsel, if desired,
                  and,
                  therefore, the normal rule of construction to the effect that any
                  ambiguities are to be resolved against the drafting party shall
                  not be
                  employed in the interpretation of this Agreement.
                  

              


      

       

      
        	13.8	
                Governing
                  Law.
                  This Agreement will be governed by and construed in accordance
                  with the
                  laws of the State of California. Where necessary to enforce the
                  provisions
                  of Section 13 above, each party consents to the jurisdiction and
                  venue of
                  the state or federal courts in Los Angeles County, California.
                  

              


      

       

      
        	13.9	
                Notices.
                  Any notice required or permitted by this Agreement shall be in
                  writing and
                  shall be delivered as follows with notice deemed given as indicated:
                  (a)
                  by personal delivery when delivered personally; (b) by overnight
                  courier
                  upon written verification of receipt; (c) by telecopy or facsimile
                  transmission upon acknowledgment of receipt of electronic transmission;
                  or
                  (d) by certified or registered mail, return receipt requested,
                  upon
                  verification of receipt. Notice shall be sent to the addresses
                  set forth
                  below, or such other address as either party may specify in
                  writing.

              


      

       

      
        	13.10	
                Survival.
                  Section 8 (“Termination of Employment”), Section 9 (” No Conflict of
                  Interest”),
                  Section 10 (“Confidentiality”), Section 11 (“Interference with Business
                  Relations”), Section 12 (“Agreement to Arbitrate”), Section 13 (“General
                  Provisions”) and Section 14 (“Entire Agreement”) of this Agreement shall
                  survive Executive’s employment with the Company and the Term of this
                  Agreement as provided therein.

              


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      
        	14.	
                Entire
                  Agreement.
                  This Agreement, together with the other agreements and documents
                  governing
                  the benefits described in this Agreement constitute the entire
                  agreement
                  between the parties relating to this subject matter hereof and
                  supersede
                  all prior or simultaneous representations, discussions, negotiations,
                  and
                  agreements, whether written or oral. This Agreement may be amended
                  or
                  modified only with the written consent of Executive and the Board
                  of
                  Directors of the Company. No oral waiver, amendment or modification
                  will
                  be effective under any circumstances whatsoever.
                  

              


      

       

      THE
        PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND
        EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED
        THIS AGREEMENT ON THE DATES SHOWN BELOW.

       

      
        	 	 	 	
                James
                  Vagim

              
	 	 	 	 	 
	
                Dated:
                  

              	
                8-15-08

              	 	
                /s/
                  James Vagim

              
	 	 	 	
                Address:
                  

              	 
	 	 	 	 	  



      

      


      
        	 	 	 	 	
                United
                  PanAm Financial Corporation

              
	 	 	 	 	 
	
                Dated:
                  

              	
                8-15-08

              	 	
                By:

              	
                /s/
                  Mitch Lynn

              
	 	 	 	 	
                Mitch
                  Lynn

              
	 	 	 	 	
                Director

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

      Pursuant
        to Section 9

      Executive
        Employment Agreement

      


      The
        Severance Payment shall be equal to twelve (12) months salary at the then
        current base salary plus the prorated Bonus described in Section 4.2 through
        the
        date of termination.