EXHIBIT
      10.2

     

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    This
      Executive Employment Agreement (“Agreement”) is made effective as of August 13,
      2008 (“Effective Date”), by and between Ravi Gandhi (“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 Chief Credit and Risk Officer
      of
      the Company, shall report directly to the President and CEO of the Company,
      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 $275,000 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 Bonus.
      During
      calendar year 2008 Executive will receive a bonus based on Seventy-Five Thousand
      Dollars ($75,000), pro-rated by the number of work days from the Effective
      Date
      through December 31, 2008. Said bonus shall be paid in equal installments on
      the
      Company’s regularly scheduled payroll payment dates through the remainder of
      2008 less all legally required or authorized payroll deductions and tax
      withholdings. During calendar year 2009 Executive will receive a bonus in the
      amount of Seventy-Five Thousand Dollars ($75,000), less applicable payroll
      deductions and tax withholdings, which bonus shall be paid in equal installments
      on the Company’s regularly scheduled payroll payment dates throughout 2009.
      During the Term of Employment, the foregoing bonuses may be increased by the
      Board of Directors from time to time, in its sole and absolute
      discretion.

     

    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 Two Hundred and Fifty Thousand (250,000)
      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.
      During
      the remainder of 2008 Executive shall be allowed four (4) weeks of vacation.
      Thereafter, 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 CEO, 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). 


    
      
        
        

      

      
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    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.


     

    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.


    
      
        
        

      

      
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    8.8 Nonduplication
      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.

     

    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.
      


    
      
        
        

      

      
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    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.


     

    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. 


    
      
        
        

      

      
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    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 11.3 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.

     

    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.


    
      
        
        

      

      
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    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.

     

    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. 


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    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.

     

    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.

     

    
      	 	 	 	
              Ravi
                R. Gandhi

            
	 	 	 	 	 
	
              Dated:
                

            	
              8-13-08

            	 	
              /s/
                Ravi R. Gandhi

            
	 	 	 	
               

            	   

	 	 	 	
            	 


    

     

    
      
        	 	 	 	
                United
                  PanAm Financial Corporation

              
	 	 	 	 	 
	
                Dated:
                  

              	
                
                  8-13-08

                

              	 	
                By:

              	
                /s/
                  James
                  G. Vagim

              
	 	 	 	 	
                James
                  G. Vagim

              
	 	 	 	 	
                President

              


      

       

       

    

    
      	 	 	 	
              United
                PanAm Financial Corporation

            
	 	 	 	 	 
	
              Dated:
                

            	
              8-13-08

            	 	
              By:

            	
              /s/
                Mitchell Lynn

            
	 	 	 	 	
              Mitchell
                Lynn

            
	 	 	 	 	
              Director

              
                Compensation
                  Committee Member

              

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    Pursuant
      to Section 8

    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.