ableenergy_10q-ex1025.htm


     

    Exhibit
10.25

     

    Account
Purchase Agreement

     

    
      
        	
                1.  

              	
                Parties. The parties to
      this Account Purchase Agreement ("Agreement") are as
    follows:

              


      

       

    

    
      	
                    a.  

            	
              Crown
      Financial, LLC ("Crown"); and

            


    

    
      	
                    b.  

            	
              All
      American Plazas, Inc. ("All American").


            


    

     

    The parties agree as
follows:

     

    
      	
              2.  

            	
              Definitions. The
      following terms are defined for the purposes of this
      Agreement:

            


    

    
       

      
        	
                      a.  

              	
                "Account Schedule" means
      the schedule provided periodically by All American pursuant to this
      Agreement. Account Schedules shall identify all uncollected accounts
      receivable produced or owned by All American and provide an aging on those
      accounts. "Account Schedule" includes the Initial Account
      Schedule.

              


      

    

    
      
        	
                      b.  

              	
                "Accounts" shall mean
      the accounts shown in the current Account
  Schedule.

              


      

    

    
      
        	
                      c.  

              	
                "Coverage Ratio" shall
      mean the ratio of the amount of Eligible Accounts to the amount of the
      Outstanding Advance.

              


      

    

    
      	
                    d.  

            	
              "Default" shall have the
      meaning set forth in Section 10,
Default.

            


    

    
      
        	
                      e.      
      

              	
                "Direct Account Debtors"
      shall mean the account debtors on the Direct
    Accounts.

              


      

    

    
      
        	
                      f.   

              	
                "Direct Accounts" shall
      mean the 15 Accounts shown on the current Account Schedule with the
      largest value for the corresponding Eligible
  Account.

              


      

    

    
      
        	
                      g.      
      

              	
                "Direct Expenses" shall
      mean expenses described in Section 6, Fees and
  Expenses.

              


      

    

    
      
        	
                      h.      
      

              	
                "Eligible Accounts"
      shall be the portions of Accounts with an aging that is less than
      60 days that Crown does not reasonably deem to be doubtful of
      collection.

              


      

    

    
      
        	
                      i.       
      

              	
                "Initial Account Schedule"
      shall mean the Account Schedule provided by All American in
      connection with the closing of this Agreement and attached as Schedule A
      to this Agreement.

              


      

    

    
      
        	
                      j.       
      

              	
                "Initial Advance" shall
      be the lesser of 80% of the sum of Eligible Accounts on the Initial
      Account Schedule or
$1,275,000.

              


      

    

    
      
        	
                      k.      
      

              	
                "Outstanding Advance"
      shall mean the Initial Advance by Crown pursuant to this Agreement
      plus any additional advances less any payments received by Crown, net of
      fees and expenses.

              


      

    

    
      
        	
                      1.      
      

              	
                "Repurchase Price" shall
      have the meaning set forth in Section 12,
  Repurchase.

              


      

    

    
      	
                    m.     
      

            	
              "True Up" shall mean the
      process specified in Section 7,
True-Up.

            


    

    
      
        	
                      n.      
      

              	
                "Wind Up Period" shall
      mean the period described in Section 10, Termination and
      Wind-Up.

              


      

    

    


    
      
        	
                3.  

              	
                Conditions to Funding.
      Each of the following are a condition to funding the Initial
      Advance:

              


      

    

    
       

      
        	
                      a.  

              	
                All
      American shall have provided an irrevocable instruction to each of the
      Direct Account Debtors to make payment directly to Crown and Crown shall
      have received from each of the Direct Account Debtors acknowledgment
      of that instruction and confirmation of the amount of the account and that
      the account is not subject to dispute or
offset.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                      b.      
      

              	
                Crown
      and All American shall have entered into a Security Agreement and Mortgage
      in form and substance satisfactory to
Crown.

              


      

    

    
      
        	
                      c.      
      

              	
                Crown
      shall have received a personal guaranty from Frank Nocito in form and
      substance satisfactory to it.

              


      

    

    
      
        	
                      d.      
      

              	
                Crown
      shall have confirmed to its satisfaction the accuracy of the Initial
      Account Schedule.

              


      

    

     

    
      	
              4.  

            	
              Initial
      Account Purchase and Acquisition of New
Accounts

            


    

     

    
      
        	
                      a.   

              	
                At
      the closing of this Agreement, Crown shall purchase the Accounts listed on
      the Initial Account Schedule by paying to All American the Initial
      Advance.

              


      

    

    
      
        	
                      b.       
      

              	
                During
      the term of this Agreement and without additional payment, Crown shall
      acquire ownership of any new accounts originated by All
      American.

              


      

    

     

    
      	
              5.  

            	
              Reporting.

            


    

     

    
      
        	
                      a.   

              	
                On
      the first business day of each month while this Agreement is in
      force, All American shall provide to Crown an updated and current
      Account Schedule current as of the end of the immediately preceding month
      including the following: (i) the information on the Initial Account
      Schedule as to all Accounts (including Accounts originated in the
      preceding month); (ii) all collections on the Accounts in the preceding
      month; (iii) the amounts remaining outstanding on each Account; and (iv)
      whether any Account is doubtful of
collection.

              


      

    

    
      
        	
                      b.       
      

              	
                All
      American shall also provide, within two business days of request by Crown,
      all available information for any of the Accounts, including any
      supporting or backup documents for each individual Account and the
      contents of the vendor file for the account
  debtor.

              


      

    

    
      
        	
                      c.       
      

              	
                By
      the twenty-fifth day of each month, All American shall provide Crown with
      a Balance Sheet and Income Statement for the previous
    month.

              


      

    

     

    
      	
              6.  

            	
              Fees
      and Expenses

            


    

     

    
      
        	
                      a.   

              	
                All
      American shall pay to Crown $2,500 for expenses associated with this
      transaction.

              


      

    

    
      
        	
                      b.   

              	
                All
      American shall pay to Crown on the 15th
      and the 30th
      of each month that this Agreement is in effect, a fee equal to 2.5% of the
      Outstanding Advance for the preceding
period.

              


      

    

    
      
        	
                      c.   

              	
                All
      American shall owe Crown a minimum fee equal to 15% of the Initial Advance
      for the first 90 days of this Agreement, whether or not All American
      elects to pay off the obligation within 90-days of the start of the
      agreement.

              


      

    

    
      
        	
                      d.   

              	
                Notwithstanding
      the foregoing, All American shall pay Crown a fee on January 15, 2007
      equal to a per diem rate of 0.166% applied to the Initial Advance for the
      period from the funding of the Initial Advance to January 15,
      2007.

              


      

    

    
      
        	
                      e.   

              	
                Crown
      shall also be entitled to recoup from All American any expenses that Crown
      incurs pursuant to the Security Agreement as well
      as direct out of pocket expenses incurred by Crown to remedy or mitigate
      the results of any breaches of warranties or falsity of representations by
      All American under this
Agreement.

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       

      
        	
                7.  

              	
                True Up: On February 1,
      2007 and on and 1st of each following
      month, Crown and All American shall undertake the
    following:

              


      

    

    
       

      
        	
                      a.   

              	
                All
      American shall certify to Crown that is has complied with its warranties
      and that its representations remain true and
  correct.

              


      

    

    
      
        	
                      b.   

              	
                Crown
      shall calculate the amount of the Outstanding Advance for each day of the
      preceding period. The amount of the Outstanding Advance on any particular
      day shall be reduced by the amount of payments on Direct Accounts received
      by Crown prior to that day.

              


      

    

    
      
        	
                      c.   

              	
                Crown
      shall determine the fee due it using the percentage set forth in Section
      6, Fees and Expenses, pro-rated over the preceding period and applied to
      the amount of the Outstanding Advance for each day of the preceding
      period. Crown shall also determine the amount of Direct Expenses, if any,
      to which it is entitled.

              


      

    

    
      
        	
                      d.   

              	
                Crown
      shall retain payments in an amount equal to the fees and Direct Expenses
      from collections on Direct Accounts. If the event that funds available to
      Crown from collections on Direct Accounts are insufficient to pay Crown
      its fees and Direct Expenses, All American shall pay to Crown any
      deficiency within three business days of Crown's
  demand.

              


      

    

    
      
        	
                      e.   

              	
                Crown
      shall then calculate the Coverage Ratio. Within three business days
      of the end of the preceding period, Crown shall provide this calculation
      to All American along with a schedule of payments it received on Direct
      Accounts for the preceding period and copies of its calculations of fees
      and support for its determination of Direct
  Expenses.

              


      

    

    


    
      
        	
                8.  

              	
                Coverage Ratio Below 125%.
      If the Coverage Ratio calculated by Crown falls below 125%, Crown
      may, at its option,

              


      

    

    
       

      
        	
                      a.   

              	
                Require
      All American to repurchase the Accounts pursuant to the provisions of
      Section 12 below; or

              


      

    

    
      
        	
                      b.   

              	
                Require
      All American to make additional payments direct to Crown to reduce the
      amount of the Outstanding Advance so that the Coverage Ratio increases to
      125%.

              


      

    

    


    
      
        	
                9.  

              	
                Coverage Ratio Greater than
      125%. If the Coverage Ration calculated by Crown is greater than
      125%, then Crown at its option may make additional advances to All
      American to reduce the amount of the Coverage Ratio;
  or

              


      

    

    


    
      
        	
                10.    
      

              	
                Default. Each of the
      following events shall be considered a Default on this
      Agreement:

              


      

    

    
       

      
        	
                      a.  

              	
                Failure
      of All American to pay timely any amount due under this
      agreement.

              


      

    

    
      	
                    b.      
      

            	
              Failure
      of All American to observe any of the terms of this
    agreement.

            


    

    
      	
                    c.  

            	
              Breach
      of any warranty made by All American under this
  Agreement.

            


    

    
      
        	
                      d.      
      

              	
                The
      falsity of any representation made by All American pursuant to this
      Agreement.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                      e.      
      

              	
                Crown
      reasonably deems itself insecure in connection with the repurchase
      obligation under this
Agreement.

              


      

    

    


    
      	
              11.  

            	
              Termination
      and Winding Up.

            


    

     

    
      	
                    a.  

            	
              Crown
      may terminate this Agreement in any of the following
    events:

            


    

    
      
        	
                          i.   

              	
                The
      Coverage Ratio drops below 125% and is not restored to 125% or more within
      one week;

              


      

    

    
      	
                        ii.      
      

            	
              The
      Occurrence of
      a Default as defined in Section 10, Default;
  or

            


    

    
      
        	
                          iii.     
      

              	
                Crown
      has exercised its option to require repurchase pursuant to Section 12,
      Repurchase.

              


      

    

    
      
        	
                      b.      
      

              	
                This
      Agreement will terminate 6 months from the date of closing unless extended
      by the written consent of both
parties.

              


      

    

    
      
        	
                      c.      

              	
                After
      termination of this Agreement, the parties will wind up their
      relationship. The Wind Up Period shall continue until either the amount of
      the Outstanding Advance has been reduced to zero and Crown has recovered
      all fees and Direct Expenses to which it is entitled or until the
      repurchase obligation has been closed and funded. During the Wind Up
      Period, fees shall continue to accrue on the amount of the Outstanding
      Advance and Crown shall be entitled to recover Direct Expenses. During the
      Wind Up Period, the parties shall continue to be bound by the terms of
      this Agreement, except that Crown shall not be obligated by Section 9,
      Coverage Ratio Greater than
125%.

              


      

    

    


    
      
        	
                12.  

              	
                Repurchase Obligation.
      In the event of a Default under this Agreement or in the event of
      Termination of this Agreement, Crown may require All American to
      repurchase from it the-Accounts and its other rights under this Agreement
      and the documents executed pursuant to it. If Crown exercises its right to
      require repurchase, All American shall pay the Repurchase Price to Crown
      within three business days of exercise. The Repurchase Price shall be the
      amount of the Outstanding Advance plus any fees and Direct Expenses due to
      Crown. Until Crown has received the Repurchase Price, however, it shall be
      entitled to collect the Accounts, but the amounts so received by Crown
      shall reduce the amount of the Outstanding
  Advance.

              


      

    

    


    
      
        	
                13.  

              	
                Exclusivity:During the
      term of this Agreement, All American shall not deal with any other factors
      or assign any other accounts, contract rights, or monies due it without
      the express written consent of
Crown.

              


      

    

    


    
      
        	
                14.  

              	
                Representations and Warranties.
      All American represents and warrants to Crown the
      following:

              


      

       

    

    
      
        	
                      a.  

              	
                The
      Initial Account Schedule and each Account Schedule subsequently provided
      by All American shall be complete and accurate and shall correctly
      represent all accounts
receivable.

              


      

    

    
      	
                    b.  

            	
              The
      Coverage Ratio shall not fall below
125%.

            


    

    
      
        	
                      c.      
      

              	
                All
      American shall not compromise any Account with the associated account
      debtor without the prior written consent of
  Crown.

              


      

    

    
      
        	
                      d.      
      

              	
                Contemporaneously
      with this Agreement, All American is also executing a Mortgage of two
      properties to secure its repurchase obligation under this Agreement. The
      two properties that are the subject of that Mortgage are commonly known as
      Strattanville and Frystown Gables, and are legally described in Exhibit A
      to that Mortgage. The Strattanville and Frystown Gables properties have
      appraised at over $10,000,000, collectively, and the amount due on the
      prior debt on both properties is $6,500,000. All American will pay this
      prior debt when it is due.

              


      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        	
                      e.   

              	
                The
      letters of instruction sent to Account Debtors with respect to where
      payments on account shall not be rescinded or altered by All American and
      will continue in force until released by
Crown.

              


      

    

     

    
      	
              15.  

            	
              Miscellaneous.

            


    

     

    
      
        	
                      a.  

              	
                Governing
      Law. This Agreement shall be construed and enforced according to the laws
      of the State of Texas.

              


      

    

    
      	
                    b.  

            	
              Account
      Purchase. This Agreement is an account purchase transaction pursuant to
      the Texas Finance Code.

            


    

    
      
        	
                      c.   

              	
                Wavier.
      The waiver by Crown of any breach or default of this Agreement on the part
      of All American shall not be construed as a waiver of any subsequent
      breach or default. Moreover, the failure by Crown to exercise any right or
      remedy hereunder shall not operate as a waiver of such right in the
      future, and all rights and remedies herein provided are
      cumulative.

              


      

    

    
      
        	
                      d.   

              	
                Entire
      Agreement. This Agreement, along with the documents executed pursuant to
      or in connection with it, is the entire agreement of the parties and may
      only be amended or modified by a writing signed by the party or parties
      sought to be bound.

              


      

    

    
      
        	
                      e.   

              	
                Notice:

              


      

       

      
        
          	
                  i.  If to
      Crown: 

                	Mr. Richard D.
      Tribe  	 
	 	Crown Financial,
      LLC 	 
	 	16420 Park Ten
      Place, Suite 125  	 
	 	Houston, Texas
      77084  	 
	 	281.646.2905 	 
	 	281.646.2909
      fax   	 
	 	dtribe@crownfinancialhouston.com 	 
	 	 	 
	
                  wire
      transfer instructions: 

                	
                  Sterling
      Bank - Houston, Texas 

                	 
	 	ABA # 113 005
      549   	 
	 	Credit the Account
      of 	 
	 	Crown Financial,
      LLC  	 
	 	Acct. # 171 013
      174  	 
	 	 	 
	
                  ii.  If to All
      American:  

                	Attn: Tom
      Mattingly	 
	 	
                  and
      Richard Mitstifer

                	 
	 	
                  All
      American Plazas, Inc.

                	 
	 	
                  P.O.
      Box
      302,

                	 
	 	Bethel, PA
      195070302.	 
	 	2210 Camp Swatara
      Road	 
	 	Meyerstown, PA
      17067	 


        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          	 	With a copy
      to: 	 
	 	Jonathan
      Austern 	 
	 	2 Taconic
      Court 	 
	 	PO Box 558 	 
	 	Wading River, NY
      11792  	 
	 	austernaustern@aol.com 	 


        

         

      

    

     

    
      	
                    f.   

            	
              Wire
      Transfer. All advances, fee payments and
      repurchases shall be by wire transfer pursuant to the instructions
      as set forth above.

            


    

     

    Agreed
as of this   
8th   day of January 2007:

     

    
      	Crown Financial,
      LLC 	All American Plazas,
      Inc. 
	 	 
	 	 
	     
      /s/ Richard D.
      Tribe                            
      	     
      /s/ Richard
      Mitstifer                             
      
	By: Richard D.
      Tribe    	By: Richard
      Mitstifer 
	Its
      Manager  	Its
      President 


    

     

     

     

    6