intercompanylendingfacility.htm

                                                                                         Exhibit 10.20                                            

    Inter
Company Lending Agreement

     

    Between

     

    Capital
Solutions Management LP,

     

    Capital
Solutions Distributors LLC

     

    And

     

    CS
Financing Corporation

     

    


     

    This
Inter Company Lending Agreement (“Agreement”) is entered into on August 21, 2008
but is effective as of July 31, 2008, and is made between Capital Solutions
Management LP (“CSM”), Capital Solutions Distributors, LLC (“CSD”) and CS
Financing Corporation (“CSF”).

    


    WHEREAS,
the above affiliated companies share expenses and as a result of timing
differences between the receipt of revenue and the payment of expenditure
obligations, the companies have agreed to create an inter company lending
agreement to permit short term borrowings among the affiliated
companies.

     

    The
parties agree as follows:

     

    1.           Lending
Facility.

     

    


     

    
      	
              1.1.  

            	
              The
      parties agree that that each may borrow from another party, upon mutual
      consent, at an annual interest rate equal to the Prime Rate (as
      established by the Bank of America) and based upon a 365 day calendar
      year.

            


    

     

    


     

    
      	
              1.2.  

            	
              The
      term of each borrowing shall be 30 calendar days or less, but may be
      extended by the borrower for up to an additional 30 days, but any further
      extension must be agreed to by both
parties.

            


    

     

    


     

    
      	
              1.3.  

            	
              Interest
      upon such loans shall be due upon the 25th
      of each calendar month, regardless of whether any, or all, of the
      principal has been paid.

            


    

     

    


     

    
      	
              1.4.  

            	
              The
      borrower may pre-pay any, or all, of the unpaid principal at any time
      without any penalty or additional
charge.

            


    

     

    


     

    
      	
              2.  

            	
              Procedure.

            


    

     

    


     

    
      	
              2.1.  

            	
              The
      Lender and the borrower shall reflect the loans (both principal and
      interest) upon their financial and accounting
  books.

            


    

     

    
      	
              2.2.  

            	
              Each
      loan shall be evidenced by emails or documents signed by a respective
      senior executive of each of the lender and the
  borrower.

            


    

     

    


    
      	
              3.  

            	
              Term.  This
      Agreement shall expire on December 31,
2010.

            


    

     

    


     

    
      	
              4.  

            	
              Termination.  Any
      parties may terminate their participation in this Agreement upon 30
      calendar days prior Notice to the other parties.  A termination
      notice (“Notice”) shall specify the effective date of the
      termination.  A party’s termination must be effective upon the
      end of a calendar month (unless the other parties agree
      otherwise).  A party’s termination shall not terminate a party’s
      obligations to repay any unpaid principal and/or
  interest.

            


    

     

    


     

    
      	
              5.  

            	
              Other.

            


    

     

    


     

    
      	
              5.1.  

            	
              Governing
      Law.  This Agreement shall be governed by California
      Law.

            


    

     

    


     

    
      	
              5.2.  

            	
              Successors.  This
      Agreement shall be binding upon any successor
  entities.

            


    

     

    


     

    
      	
              5.3.  

            	
              Waiver.  Any
      waiver of any provisions under this Agreement shall not be construed as a
      continuing waiver.

            


    

    


    
      	
              5.4.  

            	
              Notices.  All
      notices, consents and other communications hereunder must be in writing
      and will be deemed to have been duly given when delivered personally, or
      one (1) business day after being sent by an overnight courier (with next
      business day delivery), or four (4) business days after being sent postage
      prepaid by certified or registered mail, return receipt
      requested.  Faxed notices are sufficient to meet the notice
      requirement, provided an original copy follows it in a timely
      manner.  All notices should be sent to the following addresses
      and indicated contacts:

            


    

    


    
      	
               
      

            	
              CSM

            	
              21
      Tamal Vista Blvd., Suite 230

            


    

    
      	
               
      

            	
              Corte
      Madera, CA 94925

            


    

    
      	
               
      

            	
              Attention:
      Timothy Redpath

            


    

    
      	
               
      

            	
              Tel:
      415-927-7302

            


    

    
      	
               
      

            	
              Fax:
      415-927-7291

            


    

    
      	
               
      

            	
              Email:
      tredpath@csmlp.com

            


    

    


    
      	
               
      

            	
              CSD

            	
              21
      Tamal Vista Blvd., Suite 230

            


    

    
      	
               
      

            	
              Corte
      Madera, CA 94925

            


    

    
      	
               
      

            	
              Attention:
      Timothy Redpath

            


    

    
      	
               
      

            	
              Tel:
      415-927-7302

            


    

    
      	
               
      

            	
              Fax:
      415-927-7291

            


    

    
      	
               
      

            	
              Email:
      tredpath@csmlp.com

            


    

    


    
      	
               
      

            	
              CSF

            	
              21
      Tamal Vista Blvd., Suite 230

            


    

    
      	
               
      

            	
              Corte
      Madera, CA 94925

            


    

    
      	
               
      

            	
              Attention:
      Timothy Redpath

            


    

    
      	
               
      

            	
              Tel:
      415-927-7302

            


    

    
      	
               
      

            	
              Fax:
      415-927-7291

            


    

    
      	
               
      

            	
              Email:
      tredpath@csmlp.com

            


    

    


     

    
      	
              5.5.  

            	
              Assignments.  No party
      will assign any of its rights or delegate any of its duties under this
      Agreement without the prior written consent of the other parties, which
      will not be unreasonably withheld.  Any unauthorized assignment
      or delegation will be null and void.  No party will not be
      relieved of any of its obligations hereunder as a result of any assignment
      of this Agreement. Subject to the
      foregoing, this Agreement will be binding upon and inure to the benefit of
      the Parties’ successors and
assigns.

            


    

    


    
      	
              5.6.  

            	
              Waivers.  No
      modification of this Agreement and no waiver of any breach of this
      Agreement will be effective unless in writing and signed by an authorized
      representative of the party against whom enforcement is
      sought.  No waiver of any breach of this Agreement and no course
      of dealing between the parties will be construed as a waiver of any
      subsequent breach of this
Agreement.

            


    

    


    
      	
              5.7.  

            	
              Entire Contract.  This
      Agreement constitutes the sole and entire Agreement and understanding
      between the parties hereto as to the subject matter hereof, and supersedes
      all prior discussions, agreements and understandings of every kind and
      nature between them as to such subject matter.  Neither party
      will be bound nor liable to the other party for any representation,
      promise or inducement made by any agent or person in the other’s employ
      that is not embodied in this
Agreement.

            


    

    


    
      	
              5.8.  

            	
              Survivability.  In the
      event this Agreement is terminated, the provisions of sections 4 and 5 of
      this Agreement will survive such
termination.

            


    

    


    This
Agreement is executed by parties as follows:

     

    Capital
Solutions Management, LP

    


    By:           _/s/ Timothy
Redpath____________________

    Timothy Redpath

    Managing Partner

    


    Capital
Solutions Distributors, LLC

    


    By:           _/s/ Timothy
Redpath_____________________

    Timothy Redpath

    President

    


    CS
Financing Corporation

    


    By:           _/s/ Timothy
Redpath______________________

    Timothy Redpath

    CEO