PURCHASE AGREEMENT

                   This PURCHASE AGREEMENT (this "Agreement"), dated as of December 31, 2001, is byand among Point West Capital Corporation, a Delaware corporation (the "Seller"),Kildare Capital, Inc., a California corporation ("Purchaser"), and BROKER DEALERMARKET, INC., a Florida corporation ("Escrow Agent"), regarding the sale andpurchase of one hundred percent (100%) of the equity ownership of Point West Securities,LLC, a Delaware limited liability company (the "Company").

                   A. WHEREAS, Seller is the owner of all the member interests ("Interests") of theCompany;

                   B. WHEREAS, the Company is a broker-dealer registered with the United States Securitiesand Exchange Commission (the "SEC") pursuant to Section 15 of the SecuritiesExchange Act of 1934, as amended (the "Exchange Act"), is in good standing withthe National Association of Securities Dealers as a member thereof and is authorized toconduct business as a broker-dealer; and

                   C. WHEREAS, Seller wishes to sell, and Purchaser wishes to purchase, the Interests on theterms and conditions set forth below.

                   NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants setforth herein, and other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, and intending to be legally bound hereby, the parties domutually covenant and agree as follows:

ARTICLE 1PURCHASE PRICE

                   1.1 Subject to the terms and conditions contained herein, Purchaser agrees to payFORTY-FIVE THOUSAND DOLLARS ($45,000) (the "Purchase Price") for the Interests.As of the date hereof, Purchaser deposited, and Escrow Agent acknowledges that Purchaserdeposited, the sum of TWENTY THOUSAND DOLLARS ($20,000) with Escrow Agent as a good faithdeposit. The balance of the Purchase Price, TWENTY-FIVE THOUSAND DOLLARS ($25,000), in theform of a cashier’s check or bank to bank transfer, shall be due and payable toEscrow Agent at least one day prior to the Closing Date (as such term is defined below).

ARTICLE 2CLOSING DATE AND CLOSING DELIVERABLES

                   2.1 The closing of the purchase and sale of the Interests (the "Closing") shalloccur promptly after (but in no event more than three business days after) the receipt byPurchaser of written approval of this transaction from both the National Association ofSecurities Dealers ("NASD") and the State of California (the "ClosingDate"). The Closing shall be accomplished by mail.

 

 

                   2.2 On the business day before the Closing Date: 

                                       (a) Purchaser will deposit with Escrow Agent the balance of the Purchase Price in theamount as set forth above. 

                                       (b) As Seller’s Interests are not certificated, Seller shall deliver an assignment oflimited liability company membership interest (the "Assignment of Interest"),substantially in the form of Exhibit A, to the Escrow Agent evidencing the transfer of theInterests to Purchaser at Closing. 

                                       (c) Seller will execute and deliver to Escrow Agent a certificate (the "ClosingCertificate"), dated as of the Closing Date, certifying that the representations andwarranties of Seller contained in this Agreement are true and correct on and as of theClosing Date with the same effect as if made on and as of the date hereof and that allcovenants and conditions to be performed and satisfied on or before the Closing have beenfully performed and satisfied by Seller.

                                       (d) Seller will deliver signature cards for the Company’s bank accounts designatingSean Sweeney as the only signor to the Escrow Agent.

                   2.3 On the Closing Date, Escrow Agent will deliver, by reputable overnight courier, toPurchaser, the Closing Certificate, the bank signature cards referred to in 2.2(d), theexecuted Assignment of Interest, and to Seller, the Purchase Price. 

ARTICLE 3PURCHASER’S AND SELLER’S OBLIGATION PRE-CLOSING

                   3.1 As soon as practicable after the signing of this Agreement, but before the Closing,Purchaser will prepare an amended Form B/D (the "Form B/D") to be filed promptlyafter the Closing by Purchaser with the SEC, the NASD and the State of California,indicating the change in ownership of Company and listing the new officers and directors,including specifically appropriate disclosure of the resignation of the present licensedpersons from association with the Company. The Form B/D may also indicate a change inbusiness and change in location of the Company. Immediately after the signing of thisAgreement Seller shall prepare and send a letter to the NASD notifying the NASD of theanticipated change in ownership of the Company and shall, further, cooperate to the extentnecessary with Purchaser with respect to preparation of the Form B/D and the subsequentprocessing thereof after Closing by the regulatory authorities, to facilitate thetransaction contemplated herein and to provide such information to Purchaser, the NASDand/or the SEC as is reasonably necessary in connection with NASD’s and SEC’sreview of this transaction. 

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                   3.2 Prior to Closing, Seller:

                                       (a) will file, on behalf of Purchaser, the registration forms for the Commonwealth ofPennsylvania; provided, however, that Purchaser will reimburse Seller atClosing for all registration fees directly related to such registration (the "StateRegistration Fees"); and

ARTICLE 4SELLER’S REPRESENTATIONS

                       4.1 Seller hereby represents, warrants and covenants to and with Purchaser on the datehereof, which representations, warranties and covenants will continue to be true andcorrect and will be fully performed or satisfied on or before the Closing Date, thefollowing:

                                       (a) The Company is a limited liability company duly formed, validly existing and in goodstanding under the laws of the State of Delaware, has all requisite power and authority toown and operate its properties and to carry on business as now being conducted or asconducted in the past, and is qualified to do business and is in good standing as aforeign entity in each state or other jurisdiction in which the nature of its properties,assets or business requires such qualification and in which the failure to so qualifycould have a material adverse effect on its business.

                                       (b) On the Closing Date, Seller will convey and Purchaser will receive good and marketabletitle to the Interests, which will represent all of the outstanding membership interestsof the Company, free of any claim, debt or obligation whatsoever, and no outstandingoptions, warrants, rights (including conversion or preemptive rights and rights of firstrefusal), proxy or stockholder agreements, or agreements of any kind (oral or written) forthe purchase or acquisition from the Company of any of its membership interests.

                                       (c) The execution and delivery of this Agreement, and the consummation of the transactionscontemplated hereby, by Seller will not conflict with, violate or breach, or result in adefault or lien under (i) any agreement or other instrument to which the Company or Selleris a party, including without limitation the Company’s operating agreement andarticles of organization or (ii) any permit, license, registration or authorization of anygovernmental or self-regulated agency or other person.

                                       (d) The Company is duly licensed as a broker/dealer with (i) the SEC, (ii) the NASD, (iii)the State of California and (iv) the Securities Industry Protection Corporation (the"SIPC"). The Company has all permits, licenses and authorizations required byany government authority or agency for the conduct of its current business. The Company isregistered and in good standing with the SEC as a broker-dealer pursuant to the ExchangeAct and each jurisdiction which requires such registration or qualification in connectionwith its business and is a member in good standing of the NASD and the SIPC, and iscurrently fully registered to conduct business in the State of California, and has beenand currently is operating in full compliance with the laws, rules and regulations of suchregulatory bodies and any other industry, governmental or trade organization required bylaw for the conduct of its present business (together "Regulatory Agencies").

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                                       (e) On the Closing Date, Seller will deliver to Purchaser all of the Company’s books,records and documents in such form and detail as may be required or requested in thenormal course of operating a licensed broker/dealer by any of the regulatory agencies oflicensed broker/dealers.

                                       (f) There are no debts or liabilities of any nature or kind outstanding, includingliabilities for securities transactions effected by the Company or liabilities forsecurities, the creation or placement of which has been facilitated by the Company. As ofthe Closing Date, there will be no outstanding trades that have not settled. The Companyis not party to any agreements (whether oral or written), except for those listed on ScheduleA attached hereto. Seller has delivered to Purchaser true, correct and complete copies(including all amendments and supplements thereto) of all agreements listed on ScheduleA. 

                                       (g) Seller has caused the Company to prepare and file accurately all federal, state andlocal and all other material income, property, sales and use, or other applicable taxreturns, declarations, statements, reports (including FOCUS reports), schedules, forms andinformation returns and any amendments thereto that are or were required to be filed(collectively, "Tax Returns"), and has paid, caused the Company to pay, or madeprovision for the payment of all taxes and other charges required to be paid with respectto the periods covered by such Tax Returns, including the period ended December 31, 2001.Seller has not caused the Company to be and it is not currently delinquent in the paymentof any tax assessment or governmental charge, nor has Seller caused the Company to executeany waiver of any statute of limitations on the assessment or collection of any tax.Seller knows of no basis for the assertion of any deficiencies for any period covered bysuch Tax Returns or otherwise payable to any taxing authority.

                                       (h) Since December 31, 2001, there has been no change in the assets, liabilities,financial condition or operating results of the Company, except those changes in theordinary course of business that have not been, in the aggregate, materially adverse tothe Company.

                                           (i) Seller has delivered to Purchaser a true and correct copy of the Company’sunaudited financial statements as of and for the year ended December 31, 2001, and theCompany’s audited financial statements as of and for the years ended December 31,2000, and December 31, 1999, which financial statements have been prepared in accordancewith generally accepted accounting principles and present fairly in all material respectsthe financial position of the Company as of the date thereof.

                                       (j) Seller has delivered to Purchaser all of the Company’s books and records,including all formation documents, annual filings and minutes of the Company’smanagers and/or members, if any.

                                       (k) There are no customer complaints (oral or written) outstanding, and none has ever beenmade against the Company.

                                       (l) There is no claim (oral or written), action, suit, litigation, proceeding, arbitrationor investigation of any kind, at law or in equity (including actions or 

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proceedings seeking injunctive relief), pending or, to the bestknowledge of Seller, threatened against the Company (nor is Seller aware of any basis onwhich any of the foregoing could reasonably be threatened) and the Company is not subjectto any continuing order of consent decree, settlement agreement or other similar writtenagreement with or investigation by, any regulatory authority or governmental entity, orany judgment, order, writ, injunction, decree or award of any regulatory authority orgovernmental entity or arbitrator including, without limitation, cease-and-desist or otherorders.

                                       (m) The Company has no subsidiaries and does not own any capital stock, security,partnership interest or other equity interest of any kind in any corporation, partnership,joint venture, association or other entity.

                                       (n) The Company does not now engage in, nor has the Company ever engaged in, anymanufacturing activity or the distribution of manufactured goods, nor has any suchactivity ever been conducted by any third party within any premises leased or owned by theCompany.

                                       (o) The Company does not now sponsor, maintain, offer or have (nor has it ever sponsored,maintained, offered or had) any employee benefit plans. Except Seller, the Company has noemployees who have performed activities on behalf of the Company as members and/ormanagers under the Delaware Limited Liability Company Act and the Company has never hadany employees who have performed activities on behalf of the Company as members and/ormanagers under the Delaware Limited Liability Company Act.

                                        (p) The Company’s Security Dealer Fidelity Bond with Fidelity & Deposit Companyof Maryland (Policy #S0990168) is in good standing, and will continue to be in goodstanding and in full force and effect with no claims pending against such Bond as of theClosing Date.

                                       (q) The Company is exempt from registration with the Lost and Stolen Securities Program.

                                       (r) The Company does not maintain or have (nor has the Company ever maintained or had) acustodial bank account for customer funds.

                                       (s) All information provided to Purchaser, or its agents, by or on behalf of the Companyor Seller or any of their respective representatives or agents (including, withoutlimitation, each representation, warranty and covenant of Seller set forth in thisAgreement) is, and Seller covenants that any such information provided hereafter will be,true and correct in all material respects and does not, and Seller will not, omit anymaterial statements which would make the statements made, in light of the circumstancesunder which they were made, not misleading.

ARTICLE 5COVENANTS

                   5.1 From the date hereof through the Closing Date, Seller will not, and will use its bestefforts to cause the Company not to:

 

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                              (a) make any change in the Company’s certificate of formation or operating agreement  or authorize or propose the same;

                                       (b) issue, deliver or sell, authorize or propose the issuance, delivery or sale of, any ofthe Company’s securities (including any Interests of the Company), options, warrants,calls, conversion rights or commitments relating to the Company’s securities of anykind, or authorize or propose any change in the Company’s equity capitalization, orissue or authorize the issuance of any debt securities of the Company;

                                       (c) declare or pay any dividend, or make any distribution (whether in cash, stock orproperty) in respect of its member interests, whether now or hereafter outstanding, orsplit, combine or reclassify any of the member interests, or issue or authorize theissuance of any other securities in respect of, in lieu of or in substitution for themember interest or purchase, redeem or otherwise acquire or retire for value any of theInterests;

                                       (d) enter into any contract or commitment or incur or agree to incur any liability (otherthen commissions payable in the ordinary course of business) or make any capitalexpenditures, or guarantee any indebtedness;

                                       (e) acquire or negotiate for the acquisition of (by merger, consolidation, purchase of asubstantial portion of assets or otherwise) any business or the start-up of any newbusiness, or otherwise acquire or agree to acquire any assets (other than assets acquiredin connection with the execution of securities trades executed in the ordinary course ofbusiness);

                                       (f) merge or consolidate or agree to merge or consolidate with or into any othercorporation or entity;

                                       (g) waive any material rights or claims of the Company;

                                       (h) commit a material breach of or amend or terminate any agreement, permit, license orother right other than as specifically permitted herein;

                                       (i) enter into any agreement (whether oral or written);

                                       (j) commence or threaten a lawsuit;

                                       (k) revalue any of the Company’s assets, including without limitation, writing offaccounts receivable;

                                       (l) make any tax election other than in the ordinary course of business and consistentwith past practice, change any tax election, adopt any tax accounting method other than inthe ordinary course of business and consistent with past practice, change any taxaccounting method, file any tax return (other than any estimated tax returns, payroll taxreturns or sales tax returns) or any amendment to a tax return, enter into any closingagreement, settle any tax claim or assessment, or consent to any tax claim or assessment;or

 

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                                       (m) take, or agree (in writing or otherwise) to take, any of the actions described in (a)through (l) in this Section, or any action which would make any of the representations andwarranties of Seller contained in this Agreement untrue or result in any of the covenantsset forth in this Agreement not being satisfied.

                   5.2 Within 2 business days of filing the Company’s FOCUS report for the quarterending December 31, 2001 (the "FOCUS Report") with the NASD, Seller will deliverto Purchaser a true and correct copy of the FOCUS Report.

ARTICLE 6INDEMNIFICATION AND ASSUMPTION OF LIABILITIES

                   6.1 Seller shall indemnify, defend, and hold harmless Purchaser and its affiliates andtheir respective shareholders, directors, officers, employees, and agents from and againstall claims, causes of action, losses, damages, liabilities, fines, penalties, costs, andexpenses (including all reasonable fees and disbursements of counsel), whether arising inequity, at common law, or by statute, or under the law of contracts, tort (includingnegligence and strict liability without regard to fault) or property, of every kind andcharacter (including for personal injury (including emotional distress), real or personalproperty damage and economic loss), (collectively, "Losses"), to theextent (i) caused by a breach of any representation or warranty made by Seller in thisAgreement and any other certificate or document delivered by Seller pursuant to thisAgreement or (ii) arising from or out of Seller’s ownership or operation of theCompany or its business on or prior to the Closing Date, including, but not limited to,any agreement existing before or as of the Closing Date.

                   6.2 Purchaser shall indemnify, defend, and hold harmless Seller and its affiliates andtheir respective shareholders, directors, officers, employees, agents from and against allLosses to the extent (i) caused by a breach of any representation or warranty made byPurchaser in this Agreement and any other certificate or document delivered by Purchaserpursuant to this Agreement or (ii) arising from or out of Purchaser’s ownership oroperation of the Company or its business after the Closing Date.

                   6.3 The amount of any loss, liability, claim, damage, expense or tax for whichindemnification is provided under this Section 6 shall be net of any amountsrecovered by the Indemnified Party (as defined below) under insurance policies withrespect to such loss, liability, claim, damage or expense.

                   6.4 In order for a party (the "Indemnified Party") to be entitled to anyindemnification provided for under this Agreement in respect of, arising out of orinvolving a claim or demand made by any third party against the Indemnified Party (a"Third Party Claim"), such Indemnified Party must notify the party who isindemnifying (the "Indemnifying Party") in writing, and in reasonabledetail, of the Third Party Claim within 20 business days after receipt by such IndemnifiedParty of written notice of the Third Party Claim and in any event prior to the expirationof any time period established by laws for defending a Third Party Claim or instituting aclaim for indemnification, including laws relating to statutes of limitations pertainingto the Third Party Claim for which indemnification is sought; provided, however, thatfailure to give such notification shall not affect the indemnification provided hereunderexcept to the extent the 

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Indemnifying Party shall have been actually prejudiced as a result ofsuch failure, including the inability to defend such Third Party Claim as the result ofapplicable laws, including statutes of limitations (except that the Indemnifying Partyshall not be liable for any expenses incurred during the period in which the IndemnifiedParty failed to give such notice). Thereafter, the Indemnified Party shall deliver to theIndemnifying Party, within five business days after the Indemnified Party’s receiptthereof, copies of all notices and documents (including court papers) received by theIndemnified Party relating to the Third Party Claim.

    If a Third Party Claim is made against anIndemnified Party, the Indemnifying Party shall be entitled to participate in the defensethereof and, if it so chooses and acknowledges its obligation to indemnify the IndemnifiedParty therefor, to assume the defense thereof with counsel selected by the IndemnifyingParty; provided that such counsel is not reasonably objected to by the Indemnified Party.If the Indemnifying Party assumes such defense, the Indemnified Party shall have the rightto participate in the defense thereof and to employ counsel (not reasonably objected to bythe Indemnifying Party), at its own expense, separate from the counsel employed by theIndemnifying Party, it being understood that the Indemnifying Party shall control suchdefense. The Indemnifying Party shall be liable for the fees and expenses of counselemployed by the Indemnified Party for any period during which the Indemnifying Party hasfailed to assume the defense thereof.

    If the Indemnifying Party so elects to assume thedefense of any Third Party Claim, the Indemnified Party shall reasonably cooperate withthe Indemnifying Party in the defense or prosecution thereof. Such cooperation shallinclude (i) the retention and (upon the Indemnifying Party’s request and expense) theprovision to the Indemnifying Party of records and information which are reasonablyrelevant to such Third Party Claim, and making employees available, on a mutuallyconvenient basis to provide additional information and explanation of any materialprovided hereunder. (ii) to any settlement, compromise or discharge of a Third Party Claimwhich the Indemnifying Party may recommend and which by its terms obligates theIndemnifying Party to pay the full amount of the liability in connection with such ThirdParty Claim, which releases the Indemnified Party completely in connection with such ThirdParty Claim and which, in the reasonable judgment of the Indemnifying Party, would nototherwise adversely affect the Indemnified Party.

    Notwithstanding the foregoing, the IndemnifyingParty shall not be entitled to assume the defense of any Third Party Claim (and shall beliable for the fees and expenses of counsel incurred by the Indemnified Party in defendingsuch Third Party Claim) if the Third Party Claim seeks an order, injunction or otherequitable relief or relief for other than money damages against the Indemnified Partywhich the Indemnified Party reasonably determines, after conferring with its outsidecounsel, cannot be separated from any related claim for money damages. If such equitablerelief or other relief portion of the Third Party Claim can be so separated from that formoney damages, the Indemnifying Party shall be entitled to assume the defense of theportion relating to money damages. The indemnification required by Section 6 shallbe made by periodic payments of the amount thereof during the course of the investigationor defense, as and when bills are received or loss, liability, claim, damage or expense isincurred. 

ARTICLE 7TERMINATION

 

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                   7.1 This Agreement may be terminated at any time prior to the Closing:

                                       (a) By the written agreement of Purchaser and Seller, in which case Escrow Agent shallreturn to Purchaser, within two business days of such termination, all of the PurchasePrice deposited with Escrow Agent; or

                                       (b) By Purchaser upon written notice to Seller and Escrow Agent only in the event of oneor more of the following: 

                                               (i) Seller and Purchaser do not receive all necessary third party approvals, including theNASD and the State of California, within 90 days from the date hereof; or

                                               (ii) there has been a breach by Seller of any representation, warranty, covenant oragreement set forth in this Agreement.

                   7.2 In the event of a termination of this Agreement pursuant to Section 7.1(b)(i) of thisArticle, Escrow Agent shall return to Purchaser, within two business days of suchtermination, all of the Purchase Price deposited with Escrow Agent less the StateRegistration Fees which Escrow Agent shall deliver to Seller as Seller’s sole andexclusive remedy. In the event of a termination of this Agreement pursuant to Section7.1(b)(ii) of this Article, Seller shall not be entitled to reimbursement of the StateRegistration Fees and in such case, Escrow Agent shall return to Purchaser within twobusiness days of such termination, all of the Purchase Price deposited with Escrow Agent.

ARTICLE 8SELLER’S POST CLOSING COVENANT

                   8.1 Seller will, no later than one business day following the Closing Date, send a noticeof termination with respect to each agreement listed on Schedule A attached hereto.

ARTICLE 9ESCROW AGENT’S, BROKER’S AND FINDER’S FEES

                   9.1 Other than fees due to Escrow Agent, Seller and Purchaser have not incurred, and willnot incur, directly or indirectly, any liability for brokerage’s or finder’sfees or agent’s commissions or any similar charges in connection with this Agreementor any transaction contemplated hereby. Escrow Agent acknowledges and agrees that uponreceipt of $__________ (the "Escrow Agent Fee") at Closing, to be deducted fromthe Purchase Price deposited in escrow, Escrow Agent will be fully paid by the partieshereto for all services rendered in connection herewith. Escrow Agent acknowledges andagrees that he will only be entitled to the Escrow Agent Fee if this transaction closespursuant to the terms of this Agreement. 

ARTICLE 10NOTICES

 

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                   10.1 Except for matters relating to formation, governance and capitalization of theCompany which will be governed by the Delaware Limited Liability Company Act of the Stateof Delaware, this Agreement shall be enforced and interpreted in accordance with the lawof the State of California, and in the courts of the State of California, which shall haveexclusive jurisdiction thereover. Personal service in any proceeding shall be made andaccepted in the manner of giving of notice as below stated.

                   10.2 Any notices, demands, consent or other communications, which may or shall be givenone business day after the day sent by overnight courier service, in each case, addressedto the parties as below provided:

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If to Purchaser at:                                   Kildare Capital, Inc.                                                                   960 North Amelia Avenue, Suite "A"                                                                   San Dimas, California 91773

If to Seller at:                                           Point West Capital Corporation                                                                   1700 Montgomery Street, Suite 250                                                                   San Francisco, California 94111

If to Escrow Agent:                                   Broker Dealer Market Inc                                                                   302 Park Boulevard                                                                   Oldsmar, Florida 34677

 

ARTICLE 11SURVIVAL

                   11.1 Those paragraphs which either expressly or by their nature would survive terminationof this Agreement shall survive termination of this Agreement.

ARTICLE 12NECESSARY ACTS AND FURTHER ASSURANCES

                   12.1 The parties will execute and deliver such other and further documents andinstruments, and will take such other and further actions, as may be reasonably necessaryor appropriate to evidence or carry out the parties’ mutual intent in entering intothis Agreement.

ARTICLE 13COMPLETE AGREEMENT; COUNTERPARTS

                   13.1 This Agreement embodies the entire agreement and understanding of the parties withrespect to the subject matter hereof, and supersedes all other agreements andunderstandings, whether written or oral, between the parties relating to the subjectmatter hereof entered into prior to the execution hereof. No modification, amendment orsupplement to this Agreement will be binding or effective for any purpose unless suchmodification, amendment or supplement is in writing and executed by the duly authorizedrepresentatives of all parties hereto. This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of which together shallconstitute one and the same Agreement.

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ARTICLE 14THIRD PARTY BENEFICIARIES

                   Except as expressly stated herein, nothing in this Agreement is intended to conferbenefits, rights or remedies unto any person other than the parties hereto and theirpermitted successors and assigns.

 

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                   IN WITNESS WHEREOF, the parties have executed this Purchase Agreement as of the date firstwritten above.

 

 

 

| **KILDARE CAPITAL, INC.**By:             /s/ Sean M. SweeneyName:    Sean M. SweeneyTitle:       CEO
 

**POINT WEST CAPITAL    CORPORATION**By:              /s/ John W. RotterName:    John W. RotterTitle:            CEO
 

**ESCROW AGENT:****BROKER DEALER MARKET INC.**By:             /s/ John J. McGrathName:    John J. McGrathTitle:           President
 

 

 

 
**SCHEDULE A**
Agreements

 

**ASSIGNMENT OF LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST**

 

                   THIS ASSIGNMENT OF LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST AGREEMENT (the"Assignment") is made as of the ___ day of _______, 2002 by and between KildareCapital, Inc., a California corporation ("Kildare"), and Point West CapitalCorporation ("Point West").

                   WHEREAS, Point West is the sole Member and Manager of Point West Securities, LLC, aDelaware limited liability company ("Point West Securities"); and

                   WHEREAS, Point West desires to assign, deliver, convey, transfer and vest all of itsright, title and interest, legal and equitable, in the limited liability company interest("Membership Interest") in Point West Securities, all of which are owned byPoint West to Kildare and Kildare desires to accept such assignment, delivery, conveyance,transfer and vesting pursuant to the terms and conditions contained herein and thatcertain purchase agreement by and among Kildare, Point West and Broker Dealer Market,Inc., a Florida corporation, dated as of December 31, 2001 (the "PurchaseAgreement").

                   NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, and intending to be legally bound hereby, the parties heretoagree as follows:

                   1. Point West hereby assigns to Kildare all of its right, title and interest in Point WestSecurities with respect to such Membership Interest and Kildare hereby assumes all ofPoint West’s right, title and interest in Point West Securities with respect to suchMembership Interest.

                   2. This Agreement shall be binding upon Point West and Kildare and their respectivesuccessors and permitted assigns and shall inure to the benefit of Point West and Kildare,and their respective successors and permitted assigns.

                   3. Neither the making nor the acceptance of this instrument shall enlarge, restrict orotherwise modify the terms of the Purchase Agreement or constitute a waiver or release ofany such parties’ liabilities, duties or obligations under such agreement.

                   4. This Assignment shall be governed by and construed in accordance with the laws of theState of California, without regard to its provisions with respect to conflict of laws.

 

IN WITNESS WHEREOF, Point West and Kildare have caused this Assignment of LimitedLiability Company Membership Interest Agreement to be executed as of the day and yearfirst above written.

 

 

POINT WEST CAPITAL CORPORATION

By: _______________________________ 

Name: John Ward Rotter

Title: CEO 

 

KILDARE CAPITAL, INC.

By: _______________________________

Name: Sean Sweeney

Title: President

 

POINT WEST CAPITAL CORPORATION

SECRETARY’S CERTIFICATE

 

                   I, John Ward Rotter, Secretary of Point West Capital Corporation, a Delaware corporation(the "Company"), do hereby further certify that:

                               1. Attached hereto as Exhibit A are true, correct and complete copies ofresolutions duly adopted by the Board of Directors of the Company authorizing theexecution, delivery and performance of the Purchase Agreement dated December 31, 2001("the Purchase Agreement"), by and among the company, Kildare Capital, Inc., aCalifornia corporation and Broker Dealer Market Inc., a Florida corporation and theconsummation of the transactions contemplated by the Purchase Agreement. All of theresolutions contained in Exhibit A hereto were duly and validly adopted by theBoard of Directors of the Company in accordance with applicable law and the bylaws of theCompany. Such resolutions have not bee amended, modified or rescinded and are in fullforce and effect on the date hereof.

                               2. The following persons are duly elected, qualified and acting officers of the Companyand hold the respective offices set forth opposite their names below, and the signaturesset forth opposite their names and titles are their true and genuine signatures:

 
NameTitleSignatureJohn Ward RotterChief Executive Officer/s/ John Ward RotterAlan B. Perper  President/s/ Alan B. PerperBradley Rotter  Chairman/s/ Bradley Rotter
IN WITNESS WHEREOF, I have hereunto signed my name as the CEO and Corporate Secretaryof the Company, as of this 23 day of January, 2002.

 

POINT WEST    CAPITAL CORPORATIONBy:              /s/ John W. RotterName:    John    W. RotterTitle:            CEO and Corporate Secretary
 

                   I, Alan B. Perper, President of Point West Capital Corporation, do hereby certify thatJohn Ward Rotter is the duly appointed, qualified and acting CEO, Chief financial Officerand Corporate Secretary of Point West Capital Corporation, and that the signature of JohnWard Rotter set forth above is his true and genuine signature.

 

                   IN WITNESS WHEREOF, I have hereunto signed my name this 23 day of January,

 

POINT WEST    CAPITAL CORPORATIONBy:              /s/ Alan B. PerperName:    Alan    B. PerperTitle:           President
 

 

 

EXHIBIT A

Resolutions

 

                   Whereas, the Purchase Agreement dated as of December 31, 2001, by and among the company,Kildare Capital, inc., a California Corporation and Broker Dealer Market Inc., as Floridacorporation (the "Purchase Agreement") has been presented to the board ofDirectors; and whereas, the company will benefit by entering into the Purchase Agreement.

 

                   Now, therefore, it is hereby resolved that Ward Rotter or Alan Perper is authorized anddirected to execute and deliver the Purchase Agreement to consummate the transactioncontemplated thereby and take all other actions and execute and deliver any and all otheror further documents and instruments contemplated or necessary, in either of their soledissolution, in order to effectuate the transaction contemplated in the PurchaseAgreement.

 

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