exhibit10-1.htm


    EXHIBIT
10.1

    


    


    


    


    


    


    


    


    


    


    


    AGREEMENT

    


    CONCERNING
THE EXCHANGE OF SECURITIES

    


    BY
AND AMONG

    


    GLOBAL
WEST RESOURCES, INC.

    


    AND

    


    MORTGAGE
MODIFICATION LEGAL NETWORK, INC.

    


    AND

    


    THE
SECURITY HOLDERS OF MORTGAGE MODIFICATION LEGAL NETWORK, INC.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    AGREEMENT

    


    THIS AGREEMENT (“Agreement”)
is made this 23rd day of March, 2009, by and between Global West Resources,
Inc., a Nevada corporation (“GWRC”),
Mortgage Modification Network, a California corporation (“MMLN”),
and the security holders of MMLN (the “MMLN
Security Holders”) who are listed on Exhibit 1.1 attached
hereto.

    


    WHEREAS, GWRC desires to acquire all of
the issued and outstanding common stock of MMLN (“MMLN
Stock”) from the MMLN Security Holders in exchange for common stock of
GWRC;

    


    WHEREAS, all of the MMLN Security
Holders agree to exchange one hundred percent (100%) of the MMLN Stock they hold
in MMLN for ten
million (10,000,000) shares of GWRC common stock (the “Shares”).

    


    NOW, THEREFORE, in consideration of the
mutual promises, covenants and representations contained herein, the parties
hereto agree as follows:

    


    ARTICLE
I

    Exchange
of Securities

    


    1.1           Issuance of Securities and Other
Consideration. Subject to the terms and conditions of this Agreement,
GWRC agrees to issue and exchange the Shares for one hundred percent (100%) of
the issued and outstanding MMLN Stock held by the MMLN Security
Holders.

    


    All GWRC Shares will be issued to the
MMLN Security Holders on the Closing Date (as hereinafter defined), pursuant to
the schedule set forth in Exhibit
1.1.

    


    1.2           Exemption from Registration.
The parties hereto intend that all GWRC common stock to be issued to the MMLN
Security Holders shall be exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”),
pursuant to Section 4(2) and/or Regulation D of the Securities Act and rules and
regulations promulgated thereunder.

    


    In furtherance thereof, each of the
MMLN Security Holders will execute and deliver to GWRC a subscription agreement
for the Shares, a copy of which is attached hereto as Exhibit 1.2, on the
Closing date of this Agreement (the “Closing
Date”).

    ARTICLE
II

    Representations
and Warranties of MMLN and the MMLN Security Holders

    


    MMLN and the MMLN Security Holders
hereby represent and warrant to GWRC that:

    


    2.1           Organization. MMLN is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California, has all necessary corporate powers to own its
properties and to carry on its business as now owned and operated by it, and is
duly qualified to do business and is in good standing in each of the states
where its business requires qualification.

    


    2.2           Capital. There are now and on
the Closing Date there will be 1,000,000 shares of MMLN common stock issued and
outstanding stock.  There shall be no outstanding preferred stock of
MMLN at the time of the Closing.

    


    2.3           Subsidiaries. MMLN currently
does not own any subsidiaries.

    


    2.4           Directors and Executive
Officers.  The names and titles of the directors and executive
officers of MMLN are as follows:

     

    Officers

    
      	
              Mike
      McCarthy

            	
              Chief
      Executive Officer

            
	
              Ryan
      Boyajian

            	
              President,
      Secretary

            
	
              Andrea
      Downs

            	
              Chief
      Development Officer

            


    

     

    Directors

    
      	
              Andrew
      Kardish

            	
              Director,
      Chairman

            
	
              Ryan
      Boyajian

            	
              Director

            
	
              Andrea
      Downs

            	
              Director

            
	
              Kirsten
      Chudacoff

            	
              Director

            
	
              Mike
      McCarthy

            	
              Director

            


    

    


    2.5           Tax Returns. MMLN has filed
all federal, state and local tax returns required by law and has paid all taxes,
assessments and penalties due and payable. There are no present disputes as to
taxes of any nature payable by MMLN.

    


    2.6           Intellectual Property Rights.
MMLN owns or has the right to use all trademarks, service marks, trade names,
copyrights and patents material to its business.

    


    2.7           Compliance with Laws. To the
best of MMLN’s knowledge, MMLN has complied with, and is not in violation of,
applicable federal, state or local statutes, laws and regulations, including
federal and state securities laws, except where such non-compliance would not
have a material adverse impact upon its business or properties.

    


    2.8           Litigation. Except as set
forth in Schedule 2.8, MMLN is not a defendant in any suit, action, arbitration
or legal, administrative or other proceeding, or governmental investigation
which is pending or, to the best knowledge of MMLN, threatened against or
affecting MMLN or its business, assets or financial condition.  MMLN
is not in default with respect to any order, writ, injunction or decree of any
federal, state, local or foreign court, department, agency or instrumentality
applicable to it.  MMLN is not engaged in any material litigation to
recover monies due to it.

    


    2.9           Authority. The Board of
Directors of MMLN has authorized the execution of this Agreement and the
consummation of the transactions contemplated herein, and MMLN has full power
and authority to execute, deliver and perform this Agreement, and this Agreement
is a legal, valid and binding obligation of MMLN and is enforceable in
accordance with its terms and conditions.  All MMLN Security Holders
have agreed to and have approved the terms of this Agreement and the exchange of
securities contemplated hereby.

    


    2.10           Ability to Carry Out
Obligations. The execution and delivery of this Agreement by MMLN and the
MMLN Security Holders as well the performance by MMLN and the MMLN Security
Holders of the obligations hereunder in the time and manner contemplated will
not cause, constitute or conflict with or result in (a) any breach or violation
of any of the provisions of or constitute a default under any license,
indenture, mortgage, instrument, article of incorporation, bylaw, or other
agreement or instrument to which MMLN and the MMLN Security
Holders  are a party, or by which it may be bound, nor will any
consents or authorizations of any party other than those hereto be required, (b)
an event that would permit any party to any agreement or instrument to terminate
it or to accelerate the maturity of any indebtedness or other obligation of MMLN
and the MMLN Security Holders, or (c) an event that would result in the creation
or imposition of any lien, charge or encumbrance on any asset of MMLN and the
MMLN Security Holders.

    


    2.11           Full Disclosure. None of the
representations and warranties made by MMLN and the MMLN Security Holders herein
or in any exhibit, certificate or memorandum furnished or to be furnished by
MMLN or the MMLN Security Holders, or on their behalf, contains or will contain
any untrue statement of material fact or omit any material fact the omission of
which would be misleading.

    


    2.12           Restricted
Securities.  MMLN and the MMLN Security Holders acknowledge
that all of the GWRC Shares issued by GWRC are restricted securities and none of
such securities may be sold or publicly traded except in accordance with the
provisions of the Securities Act.

    


    ARTICLE
III

    Representations
and Warranties of GWRC

    


    GWRC represents and warrants to MMLN
and the MMLN Security Holders that:

    


    3.1           Organization. GWRC is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada, has all necessary corporate powers to carry on its
business, and is duly qualified to do business and is in good standing in each
of the states where its business requires qualification.

    


    3.2           Capital. The authorized
capital stock of GWRC consists of:

    


    
      	
              (a)  

            	
              Sixty
      million (60,000,000) shares of common stock, of which 6,845,000 shares are
      issued and outstanding;

            


    

    


    All of the outstanding common stock is
duly and validly issued, fully paid and non-assessable. There are no additional
outstanding subscriptions, rights, debentures, instruments, convertible
securities or other agreements or commitments obligating GWRC to issue any
additional shares of its capital stock of any class.

    


    3.3           Subsidiaries. GWRC does not
have any subsidiaries or own any interest in any other enterprise.

    


    3.4           Directors and Officers. James
Vandeberg is the sole officer and director of GWRC.

    


    3.5           Absence of Undisclosed
Liabilities. As of the Closing Date, GWRC shall not have any material
debt, liability or obligation of any nature, whether accrued, absolute,
contingent or otherwise, and whether due or to become due.

    


    3.6           Tax Returns. GWRC has filed
all federal, state and local tax returns required by law and have paid all
taxes, assessments and penalties due and payable. There are no present disputes
as to taxes of any nature payable by GWRC.

    


    3.7           Compliance with Laws. To the
best of GWRC’s knowledge, GWRC has complied with, and is not in violation of,
applicable federal, state or local statutes, laws and regulations, including
federal and state securities laws, except where such non-compliance would not
have a material adverse impact upon its business or properties.

    


    3.8           Litigation. GWRC is not a
defendant in any suit, action, arbitration or legal, administrative or other
proceeding, or governmental investigation which is pending or, to the best
knowledge of GWRC, threatened against or affecting GWRC or its business, assets
or financial condition. GWRC is not in default with respect to any order, writ,
injunction or decree of any federal, state, local or foreign court, department,
agency or instrumentality applicable to it.  GWRC is not engaged in
any material litigation to recover monies due to it.

    


    3.9           Authority. The Board of
Directors of GWRC has authorized the execution of this Agreement and the
consummation of the transactions contemplated herein, and GWRC has full power
and authority to execute, deliver and perform this Agreement, and this Agreement
is a legal, valid and binding obligation of GWRC and is enforceable in
accordance with its terms and conditions.

    


    3.10           Ability to Carry Out
Obligations. The execution and delivery of this Agreement by GWRC and the
performance by GWRC of its obligations hereunder in the time and manner
contemplated will not cause, constitute or conflict with or result in (a) any
breach or violation of any of the provisions of or constitute a default under
any license, indenture, mortgage, instrument, article of incorporation, bylaw,
or other agreement or instrument to which GWRC is a party, or by which it may be
bound, nor will any consents or authorizations of any party other than those
hereto be required, (b) an event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any indebtedness or
other obligation of GWRC, or (c) an event that would result in the creation or
imposition of any lien, charge or encumbrance on any asset of GWRC.

    


    


    ARTICLE
IV

    Conditions
Precedent to MMLN’s and the MMLN Security Holders Performance

    


    4.1           Conditions. MMLN’s and the
MMLN Security Holder’s obligations hereunder shall be subject to the
satisfaction at or before the Closing Date of all the conditions set forth in
this Article IV.  MMLN and the MMLN Security Holders may waive any or
all of these conditions in whole or in part without prior notice; provided,
however, that no such waiver of a condition shall constitute a waiver by MMLN
and the MMLN Security Holders of any other condition of or any of MMLN’s and the
MMLN Security Holder’s other rights or remedies, at law or in equity, if GWRC
shall be in default of any of its representations, warranties or covenants under
this Agreement.

    


    4.2           Accuracy of Representations.
Except as otherwise permitted by this Agreement, all representations and
warranties by GWRC in this Agreement or in any written statement that shall be
delivered to MMLN or the MMLN Security Holders by GWRC under this Agreement
shall be true and accurate on and as of the Closing Date as though made at that
time.

    


    4.3           Performance. GWRC shall have
performed, satisfied and complied with all covenants, agreements and conditions
required by this Agreement to be performed or complied with by it on or before
the Closing Date.

    


    4.4           Absence of Litigation. No
action, suit or proceeding, including injunctive actions, before any court or
any governmental body or authority, pertaining to the transaction contemplated
by this Agreement or to its consummation, shall have been instituted or
threatened against GWRC on or before the Closing Date.

    


    


    ARTICLE
V

    Conditions
Precedent to GWRC’s Performance

    


    5.1           Conditions. GWRC’s obligations
hereunder shall be subject to the satisfaction at or before the Closing Date of
all the conditions set forth in this Article V.  GWRC may waive any or
all of these conditions in whole or in part without prior notice; provided,
however, that no such waiver of a condition shall constitute a waiver by GWRC of
any other condition of or any of GWRC’s rights or remedies, at law or in equity,
if MMLN or the MMLN Security Holders shall be in default of any of its
representations, warranties or covenants under this Agreement.

    


    5.2           Accuracy of Representations.
Except as otherwise permitted by this Agreement, all representations and
warranties by MMLN in this Agreement or in any written statement that shall be
delivered to GWRC by MMLN under this Agreement shall be true and accurate on and
as of the Closing Date as though made at that time.

    


    5.3           Performance. MMLN shall have
performed, satisfied and complied with all covenants, agreements and conditions
required by this Agreement to be performed or complied with by it on or before
the Closing Date.

    


    5.4           Absence of Litigation. No
action, suit or proceeding before any court or any governmental body or
authority, pertaining to the transaction contemplated by this Agreement or to
its consummation, shall have been instituted or threatened against MMLN on or
before the Closing Date.

    


    ARTICLE
VI

    Closing

    


    6.1           Closing. The closing of this
Agreement shall be held at the offices of The Otto Law Group, PLLC, or at any
mutually agreeable place within thirty (30) days of the mutual execution of this
Agreement, unless extended by mutual agreement.  At the
closing:

    


    
      	
              (a)  

            	
              MMLN
      shall deliver to GWRC (i) copies of Exhibit 1.2
      executed by all of the MMLN Security Holders and (ii) certificates
      representing 1,000,000 shares of
      MMLN common stock together with stock powers transferring the shares to
      GWRC.

            


    

    
      	
              (b)  

            	
              GWRC
      shall deliver to MMLN certificates representing 10,000,000 Shares of GWRC
      issued in the manner prescribed under Article I
  hereof.

            


    

    


    ARTICLE
VII

    Miscellaneous

    


    8.1           Captions and Headings. The
article and section headings throughout this Agreement are for convenience and
reference only and shall not define, limit or add to the meaning of any
provision of this Agreement.

    


    8.2           No Oral Change. This Agreement
and any provision hereof may not be waived, changed, modified or discharged
orally, but only by an agreement in writing signed by the party against whom
enforcement of any such waiver, change, modification or discharge is
sought.

    


    8.3           Non-Waiver. The failure of any
party to insist in any one or more cases upon the performance of any of the
provisions, covenants or conditions of this Agreement or to exercise any option
herein contained shall not be construed as a waiver or relinquishment for the
future of any such provisions, covenants or conditions.  No waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other subsequent breach.

    


    8.4           Time of Essence. Time is of
the essence of this Agreement and of each and every provision
hereof.

    


    8.5                      Entire Agreement. This
Agreement contains the entire Agreement and understanding between the parties
hereto and supersedes all prior agreements and understandings.

    


    8.6           Choice of Law. This Agreement
and its application shall be governed by the laws of the State of
Washington.

    


    8.7           Counterparts. This Agreement
may be executed simultaneously in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

    


    8.8           Notices. All notices,
requests, demands and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given on the date of service if
served personally on the party to whom notice is to be given, or on the third
day after mailing if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid, and properly addressed as
follows:

    


    GWRC:                                Global
West Resources, Inc.

    The Otto Law Group, PLLC

    601 Union Street, Suite
4500

    Seattle, Washington 98101

    Attn: James Vandeberg,
Esq.

    


    MMLN:                                Mortgage
Modification Legal Network, Inc.

    27651 La Paz Road, Suite A

    Laguna Niguel, CA. 92677

    Attn: Dan Sparks, Registered
Agent

    


    


    8.9                      Binding Effect. This Agreement
shall inure to and be binding upon the heirs, executors, personal
representatives, successors and assigns of each of the parties to this
Agreement.

    


    8.10                      Mutual Cooperation. The
parties hereto shall cooperate with each other to achieve the purpose of this
Agreement and shall execute such other and further documents and take such other
and further actions as may be necessary or convenient to effect the transaction
described herein.

    


    8.11           Finders. There are no finders
in connection with this transaction.

    


    8.12           Announcements.  The
parties will consult and cooperate with each other as to the timing and content
of any public announcements regarding this Agreement.

    


    8.13                      Expenses. Each party will bear
their own expenses, including legal fees incurred in connection with this
Agreement.

    


    8.14           Survival of Representations and
Warranties. The representations, warranties, covenants and agreements of
the parties set forth in this Agreement or in any instrument, certificate,
opinion or other writing providing for in it, shall survive the Closing
Date.

    


    8.15           Termination, Amendment and
Waiver.

    


    (a)           Termination.  This
Agreement may be terminated at any time prior to the Closing Date, whether
before or after approval of matters presented in connection with the share
exchange by the stockholders of MMLN:

    


    
      	
               
      

            	
              (1)

            	
              By
      mutual written consent of MMLN and the MMLN Security Holders and
      GWRC;

            


    

    


    (2)           By
either MMLN, the MMLN Security Holders or GWRC:

    


    
      	
               
      

            	
              (i)

            	
              If
      any court of competent jurisdiction or any governmental, administrative or
      regulatory authority, agency or body shall have issued an order, decree or
      ruling or taken any other action permanently enjoining, restraining or
      otherwise prohibiting the transactions contemplated by this Agreement;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the transaction shall not have been consummated on or before within thirty
      (30) days following mutual execution of this Agreement, unless the failure
      to consummate the transaction is the result of a material breach of this
      Agreement by the party seeking to terminate this
  Agreement.

            


    

    


    (3)           By
MMLN or the MMLN Security Holders, if GWRC breaches any of its representations
or warranties hereof or fails to perform in any material respect any of their
covenants, agreements or obligations under this Agreement; and

    


    (4)           By
GWRC, if MMLN or the MMLN Security Holders breach any of its representations or
warranties hereof or fails to perform in any material respect any of their
covenants, agreements or obligations under this Agreement.

    


    (b)           Effect of
Termination.  In the event of termination of this Agreement by
either GWRC or MMLN or the MMLN Security Holders, as provided herein, this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of MMLN or GWRC, and such termination shall not
relieve any party hereto for any intentional breach prior to such termination by
a party hereto of any of its representations or warranties or any of its
covenants or agreements set forth in this Agreement.

    


    (c)           Extension;
Waiver.  At any time prior to the Closing Date, the parties
may, to the extent legally allowed, (a) extend the time for the performance of
any of the obligation of the other acts of the other parties, (b) waive any
inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant hereto or waive compliance with any of the
agreements or conditions contained herein.  Any agreement on the part
of a party to any such extension or waiver shall be valid only if set forth in
an instrument in writing signed on behalf of such party.  The failure
of any party to this Agreement to assert any of its rights under this Agreement
or otherwise shall not constitute a waiver of such rights.

    


    (d)           Procedure for Termination, Amendment,
Extension or Waiver.  In order to be effective, termination,
amendment, extension, or waiver to this Agreement shall require, in the case of
either MMLN, the MMLN Security Holders or GWRC, action by its respective Board
of Directors or the duly authorized designee of such Board of
Directors.

    


    


    


    


    


    


    [Remainder of page intentionally
blank; signature page follows]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In witness whereof, the parties have
executed this Agreement concerning the exchange of securities on the date
indicated above.

    
 

    
      GLOBAL
WEST RESOURCES, INC.



    


    


    By: James
L. Vandeberg

    Its:
President

    


    


    MORTGAGE
MODIFICATION LEGAL NETWORK, INC.

    


    


    


    


    By: Ryan
Boyajian

    Its:
President

    


    


    MORTGAGE
MODIFICATION LEGAL NETWORK, INC. SECURITY HOLDERS

    


    


    Ryan
Boyajian, MMLN Shareholder

    


    


    


    Daniel
Pierce Sparks and Michele Lee Sparks Revocable Trust Dated September 15, 2006,
MMLN Shareholder

    


    


    


    Chris A.
Chudacoff and Kirsten A. Chudacoff 1998 Revocable Living Trust dated September
28, 2008, MMLN Shareholder

    


    


    


    Ken
Glowacki, MMLN Shareholder

    


    


    


    Equine
Trust Dated January 23, 2009, MMLN Shareholder

    


    


    


    


    


    Andrea
Downs, MMLN Shareholder

    


    


    


    Gerry
Fernandez, MMLN Shareholder

    


    


    


    Jered
Barger, MMLN Shareholder

    


    


    


    Mike
McCarthy, MMLN Shareholder

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    EXHIBIT
1.1

    


    MMLN
Security Holders

    


    
      	
              Name

            	
              Shares
      of MMLN

            
	
              Daniel
      Pierce Sparks and Michele Lee Sparks Revocable Trust Dated September 15,
      2006

            	
              181,610

            
	
              Ryan
      Boyajian

            	
              181,610

            
	
              Chris
      A. Chudacoff and Kirsten A. Chudacoff 1998 Revocable Living Trust dated
      September 28, 2008

            	
              181,610

            
	
              Ken
      Glowacki

            	
              85,450

            
	
              Equine
      Trust Dated January 23, 2009

            	
              181,610

            
	
              Andrea
      Downs

            	
              181,610

            
	
              Gerry
      Fernandez

            	
              500

            
	
              Jered
      Barger

            	
              3,000

            
	
              Mike
      McCarthy

            	
              3,000

            
	
              Totals

            	
              1,000,000

            


    

     

    


     

    


    
      	
              Name

            	
              Shares
      of GWRC

               

            
	
              Daniel
      Pierce Sparks and Michele Lee Sparks Revocable Trust Dated September 15,
      2006

            	
              1,816,100

            
	
              Ryan
      Boyajian

            	
              1,816,100

            
	
              Chris
      A. Chudacoff and Kirsten A. Chudacoff 1998 Revocable Living Trust dated
      September 28, 2008

            	
              1,816,100

            
	
              Ken
      Glowacki

            	
              854,500

            
	
              Equine
      Trust Dated January 23, 2009

            	
              1,816,100

            
	
              Andrea
      Downs

            	
              1,816,100

            
	
              Gerry
      Fernandez

            	
              5,000

            
	
              Jered
      Barger

            	
              30,000

            
	
              Mike
      McCarthy

            	
              30,000

            
	
              Totals

            	
              10,000,000

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
1.2

    


    MMLN
Subscription Documents