Exhibit 10.2 to CapSource Financial, Inc. Form 8-K dated July 9, 2007







Exhibit 10.2 


 


Hyundai Exclusive Dealer Agreement


(See attached)



 











































DEALER
AGREEMENT

AND 

ASSOCIATED DOCUMENTS








July 2007








DEALER AGREEMENT


          THIS
AGREEMENT, to become
effective the 9th day of July, 2007 (hereafter “Agreement”) by and
between HYUNDAI de MEXICO, S.A. de C.V., a Sociedad Anonima de Capital Variable
organized under the laws of the United States of Mexico (“Company”), on the one
hand; and REMOLQUES Y SISTEMAS ALIADOS DE TRANSPORTACION, S.A. DE C.V. (dba
RESALTA), a Sociedad Anonima de Capital Variable, organized under the laws of
the United States of Mexico (“Dealer”) and CAPSOURCE FINANCIAL, INC., a
Colorado corporation which is the owner of the Dealer, (“Parent Company”).


          WHEREAS, the Company and the Dealer have had a
business relationship together and with the parent company of the Company which
has been memorialized in a series of past agreements;


          WHEREAS, the Parties desire to modify and extend
their business relationship and enter into an agreement that supercedes and
replaces all previous agreements and understandings;


          NOW
THEREFORE, in
consideration of the foregoing the Parties agree as follows:


1. PURPOSE


     This
Agreement is intended to set forth the relationship between the Dealer and its
Parent Company and the Company for the sale of certain of the Company’s Trailers
and Parts in the Dealer’s Trade Area and to establish the rights and
responsibilities of the parties all as defined below.


2. DEFINITIONS


     2.1. “Credit
Line” shall mean the extension of credit to the Dealer by the
Company on the terms and conditions as set forth in Section 10.


     2.2.
“Dealer’s Trade Area” shall mean
the United Mexican States.


     2.3.
“Delivery” in the case of Trailers
shall mean delivery of a Trailer to a common carrier or the drive away agent of
the Dealer F.O.B. on Company’s facilities located in Calle La Encantada, No.
7474, Parque Industrial El Florido, in Tijuana, Baja California, Mexico.


     2.4.
“Down Payment” shall mean an
amount paid to the Company pursuant to Section 11 equal to ten percent (10%) of
the purchase price of the Trailers as set forth in Sales Order Confirmation
with Terms and Conditions.


     2.5.
“Material Breach” shall mean a
breach of this Agreement serious enough to destroy the value of the contract
and to give a basis for an action for breach of contract. 


     2.6.
“National Customer” shall mean
those United States based trucking and leasing


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companies to whom the
Company sells Trailers on a factory direct basis.


     2.7.
“Parts” shall mean any subassembly
of the Trailers manufactured by the Company.


     2.8.
“Prices” shall mean the Company’s
then-current prices for Trailers and Parts as may be provided by Company to Dealer.


     2.9.
“Production Schedule” shall mean a
schedule, prepared by the Company, setting forth the dates of commencement of
fabrication of Trailers which have been ordered by its various customers
including the Dealer which is revised and updated frequently, but is not a
guaranty of the time of the commencement or completion of fabrication, but is
an estimate based on current information which is provided to the Company’s
customers as updated so they may know the expected date on which the Company
plans to commence fabrication of specific lots of Trailers ordered by its
customers.


     2.10.
“Proprietary Information” shall
mean all ideas and concepts relating to Company’s Trailers and Parts, computer
software, marketing, implementation and designs for the Company’s Trailers and
parts, and other technologies including, without limitation, patents, trade
secrets, plans, specifications, copyrights, service marks, trademarks, source
code, object code and marketing plans.


     2.11.
“Purchase Order” shall mean
substantially the form attached hereto and marked as Exhibit A.


     2.12.
“Sales Order Confirmation with Terms and Conditions”
shall mean substantially the form attached hereto and marked Exhibit B.


     2.13.
“Storage Fee” shall mean a fee of
one dollar ($1.00) per Trailer per day payable to the Company and as set forth
in Section 13.


     2.14.
“Trademark” means any trade name,
trademark, service mark, trade dress, logo, internet domain name or other
designation of source or origin used, licensed or owned by any Party to this
Agreement, and any confusingly similar designation or mark.


     2.15.
“Trailers” shall mean new semi-trailers, chassis structures and containers of
all kinds and converter dollies manufactured by the Company but shall not
include passenger, motorized or self-propelled vehicles or subassemblies
thereof. 


3. APPOINTMENT OF DEALER


     3.1.
Subject to the terms herein, Company hereby grants Dealer the right to market
and sell Trailers and Parts in the Dealers Trade Area. To induce Company to
enter into this Agreement, Dealer represents and warrants to Company that
Dealer is: a) qualified to resell the Products; b) sufficiently knowledgeable
in the Products to do so; and c) not competing, and will


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not offer or sell any
equipment in the Dealers Trade Area that competes with the Trailers or Parts
during the term of this Agreement.


     3.2.
The Company agrees that it will not appoint any other Dealers for Trailers in
the Dealers Trade Area during the term of this Agreement nor will the Company
knowingly authorize any person or entity to purchase Trailers from the Company
for the purpose of reselling such Trailers to any Person or entity located in
the Dealer’s Trade Area, provided however, the Company reserves the right to
market and sell Trailers directly to its National Customers, some of which may
operate and lease Trailers in the Dealer’s Trade Area.


     3.3.
No license, right or interest in any Company trademark, trade name or service
marks is granted herein, except as expressly provided for below. Neither Dealer
nor any of Dealer’s customers may use any Company trademark, trade name or
service mark without Company’s prior written consent.


4. ACCEPTANCE OF
APPOINTMENT


     Dealer
hereby accepts appointment as a dealer of the Trailers and Parts on the terms
and conditions provided for in this Agreement.


5. RESPONSIBILITIES OF
DEALER


     In
satisfaction of its duties under this Agreement, Dealer shall undertake the
following duties in a professional manner to the satisfaction of Company:


     5.1.
To actively and vigorously market and sell the Company’s Trailers and Parts
within the Dealer’s Trade Area;


     5.2.
To display conspicuously at Dealers facilities, at Dealer’s cost, Company
approved sales, service and parts signs;


     5.3.
To make all payments required to be made to the Company under this Agreement in
U.S. dollars at Calle La Encatada No. 7474, Parque Industrial El Florido,
Tijuana, Baja California.


     5.4.
Notify Company immediately of any threatened or any actual legal action against
Company or Dealer regarding the Trailers or Parts;


     5.5. Comply with all applicable international, territorial,
federal, provincial, and local laws, ordinances, and regulations in connection
with Dealer performance of this Agreement;


     5.6. Obtain all licenses, permits, government approvals, customs
duties, and any and all other licenses pertaining to shipment of equipment to,
and services in the Territory;


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     5.7.
To send, at Dealer’s expense, representatives of Dealer’s sales and service
personnel to all of the Company’s regularly scheduled sales and service
meetings for the purpose of obtaining current information regarding Trailers
and policies and transmitting such information and policies to all of Dealer’s
sales and service personnel;


     5.8.
The Dealer shall not represent any other manufacturer for the sale of van and
reefer trailers, except to the extent the Company is unable to fill orders for
the Trailers.


     5.9.
To investigate all warranty claims by Dealer’s customers relating to the
purchase of Trailers. All warranty claims that cannot be expeditiously resolved
shall be referred to the Company’s Director of Warranty Administration,
together with a report of relevant facts and the name and address of the
complaining customer.


     5.10.
To maintain a Dealer facility for sales of Trailers in the Mexico City
metropolitan area and such other locations (if any) that Dealer, in its sole
discretion, deems necessary to sell and market the Trailers in the Dealer’s
Trade Area.


     5.11.
To provide notice to the Company should Dealer be the subject of a suit or
administrative proceeding, where a adverse outcome, would have a material
negative effect on Dealer or the Parent Company or otherwise materially effect
their ability to perform their obligations under this Agreement;


     5.12.
Upon written request by the Company, the Dealer will provide the Company a copy
of the annual financial statements of the Dealer, prepared in accordance with
Generally Accepted Accounting Principals and certified by Dealer’s president to
be true and accurate reflections of its financial conditions;


     5.13.
Upon written request by the Company, the Dealer will provide to the Company a
copy of its most current quarterly financial statement in accordance with
Generally Accepted Accounting Principals and certified by the Dealer’s president
to be a true and accurate reflection of its financial condition;


     5.14.
The Company acknowledges that it may obtain the Parent Company’s consolidated
financial statements on both a quarterly and annual basis from the Parent
Company’s website or other public sources including the U.S. Securities and
Exchange Commission’s EDGAR service; and


     5.15.
The Company agrees to treat as confidential any financial statements of the Dealer that it may obtain.


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6. RESPONSIBILITIES OF
THE COMPANY


     In
satisfaction of its duties under this Agreement, the Company shall undertake
the following duties in a professional manner to the satisfaction of the
Dealer:


     6.1.
To make all payments pursuant to this Agreement due to Dealer or CapSource, as
the case may be, in U. S. Dollars;


     6.2.
To cooperate fully with Dealer in the investigation of any warranty claims by
Dealer’s customers;


     6.3.
To compensate Dealer for performing authorized warranty repairs on Trailers,
whether sold by Dealer or not, pursuant to the Company’s then current warranty
procedures manual.


     6.4.
To prepare and deliver to Dealer, at the Company’s expense, a Spanish language
version of the Company Warranty that applies to Trailers sold by the Dealer
substantially the same in scope and coverage as in the form of warranty as set
forth and attached hereto as Exhibit C; and


     6.5.
To ensure that the Trailers sold to Dealer will, at the time of production,
comply in all respects with Mexican rules, regulations, norms and other
requirements relating to transportation equipment offered, sold and used in the
United States of Mexico.


     6.6.
To comply with all applicable laws, ordinances, regulations and other
requirements of all U.S. and Mexican local, state, federal and other
governmental bodies; obtain maintain all permits, licenses and other consents
required to perform the Company’s obligations under this Agreement; and not
engage in any unfair or illegal trade practice or commit any act or engage in
any transaction that would reflect adversely upon the goodwill associated with
the Dealer.


7. REPRESENTATION AND
WARRANTIES OF DEALER.


     The
Company, in entering into this Agreement, relies on the truth at all times of
the following representations and warranties by the Dealer and the Parent
Company:


     7.1.
Dealer is a sociedad anonima de capital variable, duly formed and existing
under the laws of the United States of Mexico, is in good standing and will
remain so during the term of this Agreement, and has the power to enter into
and perform this Agreement; and this Agreement’s execution has been duly
authorized by all necessary corporate action.


     7.2. This Agreement constitutes a valid
and binding obligation of the Dealer and the Parent Company, enforceable in
accordance with its terms.

	
 

	
 


	
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5








     7.3.
The Parent Company is a Colorado corporation, in good standing and will remain so during the term of this Agreement, and
has the power to enter into and perform this Agreement; and this
Agreement’s execution has been duly authorized by all necessary corporate
action.


     7.4.
The Dealer is purchasing the Trailers
for resale in the United Mexican States, and has all necessary permits
to do so.


     7.5.
No suit, action, arbitration or legal,
administrative or other proceeding or governmental
investigation is pending or threatened against or affecting the Dealer or CapSource, affecting adversely their business or
properties, their financial or other condition, or the transactions
contemplated under this Agreement.


     7.6.
The Recitals to this Agreement are,
and for the term of this Agreement will
remain true.


     7.7.
The Dealer’s and CapSource’s representations and warranties shall
survive the date of this Agreement.


8. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


     Company, in entering into this Agreement, relies on
the truth at all times of the following representations and warranties
by the Company:


     8.1.
The Company is a sociedad anonima de capital variable, duly formed and existing under the laws of the United Mexican
States, is in good standing and will remain
so during the term of this Agreement, and has the power to enter into and perform
this Agreement; and this Agreement’s execution has been duly authorized by all
necessary corporate action.


     8.2.
This Agreement constitutes a valid
and binding obligation of the Company, enforceable in accordance with
its terms.


     8.3.
No suit, action, arbitration or
legal, administrative or other proceeding or governmental investigation
is pending or threatened against the Company, its business or properties, affecting adversely its financial or
other condition, or the transactions contemplated
under this Agreement. 


     8.4.
The Recitals to this Agreement are,
and for the term of this Agreement will
remain true.


     8.5.
The Company’s representations and
warranties shall survive the date of this
Agreement.


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6






9. RELATIONSHIP
OF THE PARTIES.


     9.1.
The
Parties acknowledge and agree that the relationship of the Dealer to the Company under this
Agreement is that of an independent contractor. Nothing in this Agreement shall be
construed to (i) constitute a party as principal or agent, legal representative, employer
or employee, franchiser or franchisee, partner, joint venturer, or co-owner of the other;
(ii) give either party the right to control or direct the daily activities of the other; or (iii) allow
either party to create or assume any obligation on behalf of the other party for any purpose, or to represent to any person
or entity that such party has any right or power to enter into any
binding obligation on the other party’s behalf.


     9.2.
The
Dealer acknowledges that it is buying and selling Trailers and Parts for its own account,
and no commissions are payable by the Company, unless otherwise agreed in writing by the
parties.


     9.3.
The
Parties acknowledge that except as expressly provided herein, the Dealer is not and will
not become obligated to pay to the Company any fee or royalty in consideration for the
appointment of the Dealer as an authorized dealer under this Agreement.


     9.4.
The
Parties acknowledge and agree that the Company will not control the Dealer’s site selection,
design or appearance, hours of operation, personnel policy, advertising or business
operations.


     9.5.
The
Dealer acknowledges and agrees that the Company has made no representations or
warranties relating to the Dealer’s projected sales, earnings or profits.


     9.6.
The Company acknowledges
and agrees that neither the Dealer nor the Parent
Company have made any representations or warranties relating to the quantity or
timing of sales of Trailers or Parts.


10. DEALER’S CREDIT LINE


     10.1.
The Company agrees that
it will extend to the Dealer a revolving line of credit not to exceed ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) US in
order enable the Dealer to
purchase Trailers and Parts, which The Dealer may borrow, repay and re-borrow.


     10.2. Each
borrowing under this Credit Line shall be due and payable sixty (60) days after
the amount was borrowed.


     10.3. Once a
borrowing is repaid, it may be re-borrowed the next business day.


     10.4. Any borrowing under this Credit Line shall
be guaranteed subject to the terms and
conditions of the Limited Recourse Continuing Guaranty of CapSource


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7






Financial, Inc. and by the Limited Recourse Continuing
Guaranty of Randolph M. Pentel and by the Pledge Agreement, all dated July 9th,
2007.


     10.5.
The entire outstanding balance of this Credit Line will be due and payable
sixty (60) days after termination of this Agreement.


     10.6.
The Parties agree that the total amount of
this Credit Line can only be changed by a writing signed by all of the
parties to this Agreement.


     10.7.
The Dealer shall insure that the Company has first security position in any
Trailer or Parts that has not been paid in full.


11. SALES AND PRICES


     11.1.
The Dealer will initiate the purchase of
Trailers or Parts under this Agreement by submitting a Purchase Order.


     11.2.
After receipt of the Purchase Order, the
Company will submit to the Dealer a
Sales Order Confirmation with Terms and Conditions for approval and acceptance by the Dealer. The Sales Order
Confirmation with Terms and Conditions, and not those of the Purchase
Order, will govern the terms of the sale.


     11.3.
Dealer shall pay the Company the
prices for the Trailers and Parts Products
purchased under this Agreement as set forth in the Sales Order Confirmation with
Terms and Conditions.


     11.4.
As part of the order process, the
Company will regularly provide the Dealer with its updated Production
Schedule.


     11.5.
Eight (8) weeks prior to the Projected Production Commencement Date, as set forth in the Production Schedule, the Dealer
shall pay to the Company the Down Payment.


     11.6.
The Company reserves the right to refuse to
order raw materials for, or commence
the fabrication of, Trailers until it has received the Down Payment as set forth in Section 11.5 above. 


     11.7.
Once a Trailer ordered by the dealer has been
produced and clears the Company’s
quality assurance section, at the option of the Dealer, such trailer shall be immediately invoiced to the Dealer pursuant to the
Sales Order Confirmation. Should the
Dealer choose not to have such trailer invoiced, such trailer will remain at
the Company un-invoiced for up to 45
days. After such 45 day period the trailer will be invoiced to the
Dealer pursuant to the Sales Order Confirmation.


     11.8.
Upon receipt of the invoice the Dealer may
apply such invoice to its Credit Line
if the amount of available credit under such Credit Line is greater than the


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8






amount of the invoice. If the
amount of available credit under the Credit Line is less than the amount
of the invoice, the Dealer shall pay the invoice.


     11.9.
The Company reserves the right to not order
raw materials for or commence fabrication of Trailers for the Dealer at
any time the Dealer has exceeded the credit
limits set forth in this Agreement, or is in default under this Agreement,
whether or not any grace period to cure the default has expired.


     11.10.
Sales of Trailers by the Dealer to Transport Fleet Services will proceed as set forth in this Section 11 except that the
Company shall not be required to make a Down Payment on such orders and the Dealer shall pay the invoice of such
Trailers to the Company within two
business days after the Dealer receives such payment from Transport
Fleet Services.


12. Term and Termination of the Agreement.


     12.1.
The Effective Date of this Agreement is the date first written above.


     12.2.
Unless earlier terminated as provided below,
this Agreement shall terminate on
December 31, 2010. This Agreement can only be renewed or extended by mutual
written consent of the Parties.


     12.3.
This Agreement may be terminated by the Company
upon the Dealer’s failure to cure a curable default after notice as
provided in this Section 12.


     12.4.
The parties shall have the following
obligations upon termination: (i). Upon
termination of this Agreement, each party agrees to deliver immediately to the other party all documents, data, records,
notebooks, and similar writings relating in an way to proprietary information of the other party, including copies then
in such party’s possession, whether
prepared by that party or others. Neither party shall retain any such documents, data or other items originated by the
other party. (ii). Upon termination of this
Agreement, the Dealer shall discontinue use of all Trademarks. (iii). Except as
provided below, all rights and obligations of the parties shall cease on
termination of this Agreement. Neither party
shall be liable to the other for damages of any kind, including without
limitation incidental or consequential damages, resulting from the termination
of this Agreement. (iv). Termination of this
agreement will operate as a cancellation of orders for Trailers and
Parts as to which no down payment has been received and/or raw materials have not been ordered. 


     12.5.
Termination of this Agreement will not
operate as a cancellation of any indebtedness owed by any Party to any
other Party.


     12.6.
The Dealer waives any claim against the
Company for loss or damage of any kind arising out of a failure of the
parties to enter into a new dealer agreement upon termination of this Agreement. The Dealer acknowledges and agrees that
any amounts which may be spent by it
in the performance of this Agreement will be spent and


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9






incurred voluntarily by the Dealer with the advance
knowledge that this Agreement may be terminated as provided above.


     12.7.
This Agreement may also be terminated before the expiration of its Term for the following causes:


	
 

 	
   

  	
   

  
	 
 	
  12.7.1.

  	
  Mutual Agreement of the Parties;

  
	 
 	
   

  	
   

  
	 
 	
  12.7.2.

  	
  A Material Breach
  of this Agreement and failure to cure said breach pursuant to this Section
  12.

  
	 
 	
   

  	
   

  
	 
 	
  12.7.3.

  	
   Either party may
  terminate this Agreement if the other party ceases business
  operations, makes a general assignment for the benefit of creditors, becomes insolvent, files or has filed against it
  a bankruptcy petition, or enters into receivership.

  
	  
	
   

  	
   

  
	  
	
  12.7.4.

  	
  The Company may terminate this Agreement should the
  Dealer’s ability to conduct its sales operations be terminated, voided,
  modified or found invalid in a court of
  law.

  
	 
 	
   

  	
   

  
	 
 	
  12.7.5.

  	
  A party wishing to
  terminate this Agreement shall first provide written notice of the
  default to the other party in which the cause of default is clearly stated.

  
	 
 	
   

  	
   

  
	 
 	
  12.7.6.

  	
  Except as otherwise
  provided herein, the other party shall then have thirty (30) days in
  which to cure the default, or provide the other party with a commercially
  reasonable plan within thirty days to cure such a breach, if the cure cannot be completed in thirty (30) days. If
  the default is not cured or a plan
  to cure is not submitted within thirty (30) days, the party providing notice of default may the provide notice of
  termination of this Agreement (hereinafter
  referred to as “Notice of Termination”) upon which this Agreement
  shall be terminated.

  



13. TITLE, RISK OF LOSS, DELIVERY AND INSURANCE.


     13.1.
The Parties acknowledge that the risk
of loss for Trailers and Parts produced by the Company for the Dealer
shall transfer to the Dealer upon receipt of the invoice for such Trailers
and Parts by the Dealer.


     13.2.
Notwithstanding the foregoing, the
Company will retain first priority position
in the Trailers sold to the Dealer until all payments to the Company have been paid in full, on a Trailer by Trailer basis. The
Company shall execute any additional documentation,
including, but not limited to promissory notes, that may be required by the
Company to perfect it security interest in Trailers that have not been paid in
full.


     13.3.
The Dealer shall pay to the Company the Storage Fee for every Trailer
left


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in the
Company’s storage facility more than ninety (90) days after the date the Dealer
receives the invoice for
such Trailer [or clears Company’s quality control facility]. [Note: Joe we are ok with the
storage fee but the issue of when risk of loss transfers does not work for us as written. Lets discuss.]


14. Delays.


      The
Company will not be liable for delays in manufacturing, delivery and/or shipment of the Trailers
and Parts if such delay derives from fire, destruction of the Company’s facilities,
strikes, lock-out, acts of God, accidents, delay in transportation, war (whether declared or undeclared), riot,
insurrection, blockade, embargo, acts, demands
or requirements of the United States of Mexico or the United States of America,
decrees or restraining orders of any
court or judge, or any other cause which whether similar or dissimilar to those herein before enumerated, beyond the
reasonable control of the Company.


15. Non-Disclosure
and Confidentiality.


     15.1.
The
Parties agree to preserve the confidentiality of the terms of this Agreement, and of all information it acquires
from another Party, and not to use such information
except in the performance of this Agreement.


     15.2.
During
the term of this Agreement and for three (3) years thereafter, the Parties agree to
safeguard and, except for the benefit of the other Party, not to disclose to anyone any proprietary or confidential
information acquired by a party. Such information
includes, without limitation, business plans, customer lists, operating procedures, trade secrets, product development
data, sales data, know-how and processes, computer programs and
inventions, discoveries and improvements of any kind.


     15.3.
On
termination of this Agreement, the parties agree to deliver immediately to the other party all documents, data,
records, customer lists, notebooks, and similar writings relating in any way to the party’s proprietary or confidential
information as described in paragraph
1 of this Article 18.


16. Amendment.


      This
Agreement may me amended, modified or supplemented, but only in writing signed by each party.


17. No Assignment.


      The
Dealer’s rights under this Agreement may not be assigned by operation of law or
otherwise. This Agreement is a contract to extend financing and the Company is
relying on its confidence
in the Dealer, including, without implied limitation, the Dealer’s financial condition and experience and expertise
in the marketing of goods such as the


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Trailers
and the Parts.


18. Execution
in Counterparts.


      This
Agreement may be executed in two or more counterparts, each of which will be deemed an original, and
will become a binding agreement when each of the Parties has executed and delivered a
counterpart of this Agreement to the other Party.


19. Currency.


      All
references herein to dollar amounts shall refer to U.S. Dollars, unless
otherwise stipulated.


20. Joint
Obligor.


      Both
the Dealer and the Parent Company are jointly and severally agree to guaranty all payment obligations
of the Dealer to the Company as required under this Agreement.


21. Indemnification
and Release.


     21.1. The Dealer will indemnify and forever hold
harmless the Company, its affiliated
companies and their respective officers, directors, employees and agents from any and all liabilities, claims, causes of
action, damages and costs (including, without limitation, the Company’s attorney’s fees) arising out of any breach of
any representation or warranty by the Dealer or breach of any of the
Dealer’s obligations under this Agreement,
or under any Sales Order Confirmation entered into between the Dealer and the Company. This obligation to
indemnify shall survive termination of this Agreement.


     21.2. The Dealer
will indemnify the Company for any tax or charge that the Dealer is required to pay on account of any sale
and delivery of the Trailers and/or the Parts by the Dealer.


22. Arbitration,
Forum Selection and Choice of Law.


     22.1. All disputes relating to this Agreement and
under the Guaranty shall be referred to
arbitration in San Diego, California with the American Arbitration  Association
(“AAA”) according to its Commercial Arbitration Rules (the “Rules”). All  such
disputes shall be governed by the laws of the State of California, USA.


     22.2. The
Arbitral Tribunal shall be composed of three arbitrators. Each party shall within 30 days after receipt of the request
for arbitration appoint an arbitrator, and the two so appointed shall within a further 30 days appoint a third,
presiding arbitrator. If they fail to
agree within the stated period, the presiding arbitrator shall be appointed in accordance with the Rules.


     22.3. Where there are multiple parties,
whether as Claimant or as Respondent, the multiple Claimants (a party) shall
jointly appoint one arbitrator and the multiple


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Defendants (another party) shall
jointly appoint one arbitrator. In the absence of a joint nomination
(other than that of the presiding arbitrator), whether by multiple Claimants or
by multiple Defendants, the AAA shall
appoint all three members of the Arbitral Tribunal. The Arbitral Tribunal shall conduct hearings in English; permit
cross-examination of all witnesses;
and, by majority vote, render a written decision stating reasons therefore.


     22.4.
The award shall be final and enforceable, and may be confirmed by the judgment of a competent court. The prevailing
party shall be entitled to recover, in addition
to its damages, all costs and legal fees incurred in arbitration and any proceedings
to enforce the award.


23. Entire Agreement.


     This
Agreement constitutes the final, complete, and exclusive statement of the terms
of the agreement between the parties, and supersedes all prior and
contemporaneous understandings or agreements of the parties.


24. Notice.


     Notice
shall be sufficiently given for all purposes as follows: (i) Personal delivery.
When personally delivered to the recipient. Notice is effective on
delivery. (ii) First-class mail. When
mailed first class to the last address of the recipient known to the party
giving notice. Notice is effective
three mail delivery days after deposit in a United States Postal Service
office or mailbox. (iii) Certified mail. When mailed certified mail, return
receipt requested. Notice is effective on
receipt, if delivery is confirmed by a return receipt. (iv) Overnight delivery. When delivered by overnight
delivery Federal Express, charges prepaid
or charged to the sender’s account. Notice is effective on delivery, if
delivery is confirmed by the delivery
service. (v) Telex or facsimile transmission. When sent by telex or fax to the last telex or fax number of
the recipient known to the party giving notice. Notice is effective on receipt, provided that (a) a duplicate
copy of the notice is promptly given
by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of
receipt. Any notice given by telex or fax
shall be deemed received on the next business day if it is received after 5:00
p.m. (recipient’s time) or on a non-business day. Addresses and facsimile
numbers for purpose of giving notice are as stated on the cover page of this
Agreement. Any party may change its address
or telex or fax number by giving the other party notice of the change in any manner
permitted by this Agreement.


     If to
Hyundai:


	
   

  	
   

  
	
   

  	
  Hyundai de México, S.A. de C.V.
  

  
	
   

  	
  Calle La Encantada No. 7474 

  
	
   

  	
  Parque Industrial El Florido 

  
	
   

  	
  Tijuana, Baja California. 

  
	
   

  	
  C.P. 22244

  






	
   

  	
   

  
	
  SER March 2007

  	
   

  
	
   

  
	
  13

  








	
   

  	
   

  
	
   

  	
  Héctor
  Loredo

  
	
   

  	
  Ph.:
  (664) 645-0130 Ext.3446

  
	
   

  	
  Fax: (619)209-5665

  






	
   

  	
   

  
	
   

  	
  If to Dealer:

  
	
   

  	
   

  
	
   

  	
  CapSource
  Financial, Inc.

  
	
   

  	
  2305
  Canyon Boulevard, Suite 103

  
	
   

  	
  Boulder,
  CO 80302

  
	
   

  	
   

  
	
   

  	
  Attn:
  Fred Boethling, CEO 

  
	
   

  	
  Ph. 303 245-0515 

  
	
   

  	
  Fax
  303-245-0521

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Steven
  E. Reichert 

  
	
   

  	
  General
  Counsel 

  
	
   

  	
  1729
  Donegal Drive 

  
	
   

  	
  Woodbury,
  MN 55125

  
	
   

  	
   

  
	
   

  	
  Ph.
  651-578-1757 

  
	
   

  	
  Fax
  651-578-6614

  



25. Construction.


     Except
as otherwise provided, this Agreement: (i) Covers the entire understandings of the parties regarding its
subject matter, superseding all prior agreements and understandings, and no
modification or amendment of its terms or conditions shall be effective unless
in writing and signed by the parties; (ii) Shall be interpreted such that handwritten or typed
words shall have no greater weight than printed words in the interpretation or
construction of this Agreement; (iii) Shall not be interpreted by reference to any of its titles or
headings, which are inserted for purposes of convenience only; (iv) Is subject to the
waiver and release of any of its requirements, as long as the waiver or release
is in writing and signed by the party to be bound; but any such waiver or
release shall
be construed narrowly and shall not be considered a waiver or release of any
further, similar,
or related requirement or occurrence, unless expressly specified; and (v) Is
made in, and shall be construed under, the laws of the State of California.


26. Ambiguities.


     Each
party and its/his counsel have participated fully in the review and revision of
this
Agreement. Any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in interpreting this
Agreement.


	
   

  
	
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  14

  








27. Attorneys Fees.


     In
any litigation, arbitration, bankruptcy case, or other proceeding (excluding mediation) by which one party either seeks to
enforce its rights under this Agreement (whether in contract, tort or
both, or under the United States Bankruptcy Code) or seeks a declaration of any rights or obligations under this
Agreement, the prevailing party shall be awarded reasonable attorney
fees, together with any costs and expenses, to resolve the dispute and to
enforce the award and final judgment.


[Signature Page Follows]


	
   

  
	
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          IN
WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written above.


Company - HYUNDAI DE MEXICO, S.A. DE
C.V. (HYMEX)


	
   

  	
   

  	
   

  
	
  By:

  	
  

  	
   

  
	
   

  	
  


  	
   

  
	
  Print
  Name: HECTOR R. LOREDO VENEGAS

  	
   

  
	
  Its:
  LEGAL REPRESENTATIVE

  	
   

  
	
   

  	
   

  
	
  Dealer - REMOLQUES Y SISTEMAS ALIADOS DE TRANSPORTACION,
  S.A. DE C.V. (RESALTA)

  
	
   

  
	
  By:

  	
  

  	
   

  
	
   

  	
  


  	
   

  
	
  Print
  Name: STEVEN E. REICHERT

  	
   

  
	
  Its
  DIRECTOR

  	
   

  
	
   

  	
   

  
	
  Parent Company - CAPSOURCE FINANCIAL, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  

  	
   

  
	
   

  	
  


  	
   

  
	
  Print Name: STEVEN E. REICHERT

  	
   

  
	
  Its VP
  AND DIRECTOR 

  	
   

  



Signature Page to the Agreement dated
July 9th, 2007, between
HYUNDAI de MEXICO, S.A. de C.V., a Sociedad Anonima de Capital Variable
organized under the laws of the United States of Mexico (“HYMEX”), on the one
hand; and REMOLQUES Y SISTEMAS ALIADOS DE TRANSPORTACION,
S.A. DE C.V. (dba RESALTA), a Sociedad Anonima de Capital Variable,
organized under the laws of the United States of Mexico (“RESALTA”) and CAPSOURCE
FINANCIAL, INC., a Colorado corporation (“CAPSOURCE” and collectively
“Dealer”).


	
   

  
	
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  16

  








LIMITED RECOURSE CONTINUING GUARANTY


                    This
LIMITED RECOURSE CONTINUING GUARANTY (“Guaranty”), dated as of July 9th,
2007, is executed and delivered by CapSource Financial, Inc., a Colorado corporation (the “Guarantor”), in favor of
HYUNDAI de MEXICO, S.A. de C.V., a Sociedad Anonima de Capital Variable
organized under the laws of the United States
of Mexico (“Hyundai”), and in light of the following:


                    WHEREAS,
Hyundai and Remolques y Sistemas Aliados de
Transportacion, S.A. de C.V. (d/b/a
RESALTA) (“Dealer”) are parties to that certain Dealer Agreement dated as of
July 9th, 2007 (the
“Dealer Agreement”); 


                    WHEREAS,
the Dealer Agreement
provides, among other things, for the extension
of credit to the Dealer;


                    WHEREAS,
CapSource Financial, Inc., a Colorado corporation
(“CapSource”), is the majority
shareholder of Dealer;


                    WHEREAS,
in order to induce Hyundai to enter into the
Amendment, Guarantor has agreed to
guarantee payment of the Guaranteed Obligations (as defined herein) under the
terms and conditions set forth herein.


                    NOW,
THEREFORE, in consideration of the foregoing, Guarantor does
hereby agree, in favor of Hyundai,
as follows:


                    1.
Definitions and Construction.


                         (a)
Definitions. The following terms, as used in this Guaranty,
shall have the following meanings:


                              “Bankruptcy
Code” means Title 11 United States Code
(11 U.S.C.), as amended or supplemented from time to time.


                              “Guaranteed
Obligations” means any and all amounts which are or may be owed by Dealer to Hyundai pursuant
to the Dealer Agreement.


                         (b)
Construction. Unless the context of this Guaranty clearly requires otherwise, references to the plural
include the singular, references to the singular include the plural, and the term “including” is illustrative and not
limiting. The words “hereof,” “herein,”
“hereby,” “hereunder,” and other similar terms refer to this Guaranty as a
whole and not to any particular
provision of this Guaranty. Neither this Guaranty nor any uncertainty or
ambiguity herein shall be construed or resolved against Hyundai or Guarantor,
whether under any rule of construction
or otherwise. On the contrary, this Guaranty has been reviewed by Guarantor, Hyundai, and their
respective counsel, and shall be construed and interpreted according to the ordinary meaning of the words used so as
to fairly accomplish the purposes
and intentions of Hyundai and Guarantor. No presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Guaranty.


                    2.
Guaranteed Obligations. Guarantor hereby irrevocably and unconditionally
guarantees to Hyundai, as and for his
own debt, until final and indefeasible payment thereof has been made, payment of the Guaranteed Obligations,
in each case when and as the same shall become due and payable, whether at maturity, by acceleration, or
otherwise; it being the intent of


	
   

  
	
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  1

  








Guarantor
that the guaranty set forth herein shall be a guaranty of payment and not a
guaranty of collection.
Guarantor acknowledges and agrees that the performance of Guarantor’s
obligations under this Guaranty, including
Guarantor’s guarantee of the Guaranteed Obligations, is secured pursuant to the
terms and provisions of that certain Pledge Agreement dated as of July 9th,
2007 (the “Pledge Agreement”),
by Guarantor in favor of Hyundai.


                    3.
Continuing Guaranty. This Guaranty includes Guaranteed Obligations that
may arise under successive transactions continuing, compromising, extending,
increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing
the interest rate, payment terms, or other terms and conditions thereof, or
creating new or additional Guaranteed Obligations after prior Guaranteed
Obligations have been satisfied in whole or in part. To the maximum extent permitted by law,
Guarantor hereby waives and agrees not to assert any right he has under California Civil Code
Section 2815 to revoke this Guaranty as to future obligations arising pursuant to the Dealer Agreement,
and any and all rights arising under California Civil Code Section 2814. If such a revocation is
effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees
that (a) no such revocation shall be effective until written notice thereof has been
received by Hyundai, (b) no such revocation shall apply to any Guaranteed Obligations in existence
on such date (including any subsequent continuation, extension, or renewal thereof, or
change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such
revocation shall apply to any Guaranteed Obligations made or created after such date to the extent
made or created pursuant to a legally binding commitment of Hyundai in existence on the date of
such revocation, (d) no payment by Guarantor (or any other guarantor), Dealer,
or from any other source, prior to the date of such revocation shall reduce the
maximum obligation
of Guarantor (or any other guarantor) hereunder, and (e) any payment by Dealer,
or any other
guarantor, or from any source other than from Guarantor, subsequent to the date
of such revocation,
shall first be applied to that portion of the Guaranteed Obligations as to which
the revocation
is effective and which are not, therefore, guaranteed hereunder, and to the
extent so applied
shall not reduce the maximum obligation of Guarantor hereunder.


                    4.
Performance Under This Guaranty. In the event that Dealer fails to make any payment of any
Guaranteed Obligations on or before the due date thereof, Hyundai will notify Guarantor, in writing,
of such failure, including the amount thereof. Within ten (10) days after Guarantor’s receipt of
such notice, Guarantor shall cause payment of the amount set forth in such notice to be made to
Hyundai in accordance with Section 12 hereof.


                    5.
Primary Obligations. This Guaranty is a primary and original obligation
of Guarantor,
is not merely the creation of a surety relationship, and is an absolute, unconditional, and
continuing guaranty of payment and performance which shall remain in full force and effect without respect to future
changes in conditions, including any change of law or any invalidity of the Dealer Agreement. Guarantor agrees that he is
directly, jointly and severally with
any other guarantor of the Guaranteed Obligations, liable to Hyundai, that the
obligations of Guarantor hereunder are independent of the obligations of Dealer
or any other guarantor, and that a separate action may be brought against
Guarantor alone, whether such action is brought against Dealer or any other
guarantor or whether Dealer or any such other guarantor is joined in such action. Guarantor agrees that his
liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Hyundai of
whatever remedies it may have against
Dealer or any other guarantor, or the enforcement of any lien or realization
upon any security Hyundai may at any
time possess. Guarantor agrees that any release which may be given by Hyundai
to Dealer or any other guarantor shall not release Guarantor. Guarantor consents and agrees that Hyundai shall be under no
obligation to marshal any assets of Dealer or any other guarantor in favor of
Guarantor, or against or in payment of any or all of the Guaranteed
Obligations.


	
   

  
	
  SER March 2007

  
	
   

  
	
  2

  








                    6.
Waivers.


                         (a)
Guarantor hereby waives: (1) notice of acceptance hereof; (2) notice of
any loans or other financial accommodations made or extended under the Dealer Agreement or the creation or existence of any
Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to
Guarantor’s right to make inquiry of Hyundai to ascertain the amount of the
Guaranteed Obligations at all reasonable times; (4) notice of any adverse change in the financial condition of
Dealer or of any other fact that might increase Guarantor’s risk hereunder; (5) notice of presentment for payment,
demand or protest; (6) notice of any
“Event of Default” under (and as defined in) the Dealer Agreement; and (7) all
other notices (except if such notice
is specifically required to be given to Guarantor hereunder) and demands to which each Guarantor might otherwise
be entitled.


                         (b)
To the maximum extent permitted by law,
Guarantor hereby waives the right by
statute (including his rights under Sections 2845 or 2850 of the California
Civil Code) or otherwise to require
Hyundai to institute suit against Dealer or to exhaust any rights and remedies which Hyundai has or may have against Dealer. In
this regard, Guarantor agrees that he is bound to pay all of the Guaranteed Obligations, whether now existing or
hereafter accruing, as fully as if
such Guaranteed Obligations were directly owing to Hyundai by Guarantor. Guarantor
further waives any defense arising by reason of any disability or other defense
(other than the defense that the Guaranteed
Obligations shall have been fully and finally performed and indefeasibly paid) of Dealer or by reason of the
cessation from any cause whatsoever of the liability of Dealer in respect thereof.


                         (c)
To the
maximum extent permitted by law, Guarantor hereby waives: (1) any rights to assert against Hyundai
any defense (legal or equitable), set-off, counterclaim, or claim which Guarantor may now or at any time hereafter
have against Dealer or any other party
liable to Hyundai; (2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly
from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or
any security therefor; (3) any
defense Guarantor has to performance hereunder, and any right Guarantor has to
be exonerated, provided by Sections
2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of any claim or
defense based upon an election of remedies by Hyundai including any defense based upon an election of remedies by
Hyundai under the provisions of
Sections 580d and 726 of the California Code of Civil Procedure, or any similar
law of California or any other jurisdiction; and (4) the impairment or
suspension of Hyundai’s rights or remedies against Dealer; the
alteration by Hyundai of the Guaranteed Obligations; any discharge of Dealer’s obligations to Hyundai by
operation of law as a result of Hyundai’s intervention or omission; or the acceptance by Hyundai of anything in
partial satisfaction of the Guaranteed
Obligations.


                         (d)
If any of the Guaranteed Obligations at any
time are secured by a mortgage or deed of trust upon real property,
Hyundai may elect, in its sole discretion, upon a default with respect to the Guaranteed Obligations, to (i) waive or
release any such lien for any or no reason,
including a waiver or release due to the environmental impairment of such
security, or (ii) to foreclose such mortgage or deed of trust judicially or
nonjudicially in any manner permitted by law, before or after enforcing this Guaranty, without diminishing or
affecting the liability of Guarantor hereunder.
Guarantor understands that (A) by virtue of the operation of California’s antideficiency law applicable to nonjudicial
foreclosures, any election by Hyundai to foreclosure nonjudicially upon a mortgage or deed of trust
probably would have the effect of impairing or


	
   

  
	
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  3

  











destroying rights of subrogation, reimbursement,
contribution, or indemnity of Guarantor against Dealer or other guarantors or
sureties, and (B) absent the waiver given by Guarantor hereunder, following
such a nonjudicial foreclosure, such an election would estop Hyundai from
enforcing this Guaranty against Guarantor.
Since Hyundai could no longer sue Dealer for a deficiency, if Guarantor were to
pay the deficiency, Guarantor would also have been precluded from pursuing Dealer for reimbursement. The impairment of such
rights of Guarantor would have prevented Hyundai from suing Guarantor on a deficiency following the nonjudicial
foreclosure of real property
collateral, if any. Additionally, if Hyundai were to act in such manner that
Dealer would be able to successfully
argue that Hyundai had committed an “action” within the meaning of Section
726 of the Code of Civil Procedure, then Hyundai could no longer proceed
against Dealer for any sums Dealer would
otherwise owe to Hyundai. If Guarantor were to pay such deficiency, Guarantor would also be precluded
from pursuing the Dealer for reimbursement. The impairment of such rights of Guarantor would have prevented Hyundai from
suing Guarantor on the sums which
would have otherwise been owing following such “action”, within the meaning of California Code of Civil Procedure
Section 726.


          Understanding
the foregoing, and in reliance upon the advice of his independent counsel, and understanding that Guarantor is hereby
relinquishing a defense to the enforceability
of this Guaranty, Guarantor hereby waives any rights to assert against Hyundai any defense to the enforcement of this Guaranty,
whether denominated “estoppel” or otherwise,
based on or arising from an election by Hyundai to foreclose nonjudicially upon
any such mortgage or deed of trust upon real property and hereby waives
any and all benefits or defenses arising
directly or indirectly under California Code of Civil Procedure Sections 580a, 580d, and 726, or any other similar statutes or
judicial opinions concerning the subject matter connected therewith. Guarantor understands that the effect of the
foregoing waivers may be that
Guarantor may have liability hereunder for amounts with respect to which
Guarantor may be left without rights of subrogation, reimbursement,
contribution, or indemnity against Dealer or
other guarantors or sureties. Guarantor hereby waives and will not assert any rights and defenses arising under California Code
of Civil Procedure Sections 726, 580b, and 580d. Guarantor also agrees that the
fair market value provisions of California Code of Civil Procedure Section 580a shall have no applicability
with respect to the termination of Guarantor’s liability under this Guaranty.


                              (e)
WITHOUT LIMITING THE GENERALITY OF ANY OTHER
WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTY, GUARANTOR
HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY
AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY
UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799,
2808, 2809, 2810, 2814, 2815, 2819, 2820, 2821, 2822, 2838, 2839 (WITH RESPECT
TO AN OFFER OF PERFORMANCE ONLY), 2845, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a,
580b, 580c, 580d, AND 726.


                              (f)
GUARANTOR WAIVES ALL RIGHTS AND DEFENSES ARISING
OUT OF AN ELECTION OF REMEDIES BY HYUNDAI, EVEN THOUGH THAT
ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH
RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED SUCH GUARANTOR’S
RIGHTS OF SUBROGATION AND REIMBURSEMENT
AGAINST THE PRINCIPAL BY THE OPERATION OF SECTION 580d OF THE CODE OF CIVIL PROCEDURE OR OTHERWISE.


                    7.
Releases. Guarantor consents and agrees that, without notice to or by Guarantor and without affecting or impairing the
obligations of Guarantor hereunder,


SER March 2007


4






Hyundai may, by action or
inaction:


                              (a)
compromise, settle, extend the duration or
the time for the payment of, or discharge the performance of, or may
refuse to or otherwise not enforce the Dealer Agreement;


                              (b)
release all or any one or more
parties to the Dealer Agreement or grant other indulgences to Dealer in respect thereof;


                              (c)
with Dealer’s consent and agreement,
amend or modify in any manner and at
any time (or from time to time) the Dealer Agreement; or


                              (d)
release or substitute any other
guarantor, if any, of the Guaranteed Obligations,
or enforce, exchange, release, or waive any security for the Guaranteed
Obligations or any other guaranty of
the Guaranteed Obligations, or any portion thereof.


                    8.
No Election. Hyundai shall have the right to seek recourse
against Guarantor to the fullest
extent provided for herein, and no election by Hyundai to proceed in one form of action or proceeding, or against any
party, or on any obligation, shall constitute a waiver of Hyundai’s right to proceed in any other form of action or
proceeding or against other parties
unless Hyundai has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing,
no action or proceeding by Hyundai under any document or instrument evidencing the Guaranteed Obligations shall
serve to diminish the liability of
Guarantor under this Guaranty except to the extent that Hyundai finally and unconditionally shall have realized indefeasible
payment by such action or proceeding.


                    9.
Indefeasible Payment. The Guaranteed Obligations shall not be
considered indefeasibly paid for
purposes of this Guaranty unless and until all payments to Hyundai are no
longer subject to any right on the part of any person, including Dealer, Dealer
as a debtor in possession, or any
trustee (whether appointed under the Bankruptcy Code or otherwise) of Dealer’s
assets to invalidate or set aside such payments or to seek to recoup the amount
of such payments or any portion thereof, or
to declare same to be fraudulent or preferential. In the event that, for any reason, any portion of such payments
to Hyundai is set aside, avoided, or recovered
on behalf of Dealer, whether voluntarily or involuntarily, after the making
thereof, then the obligation intended
to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not
been made, and Guarantor shall be liable for the full amount Hyundai is
required to repay plus any and all costs and expenses (including attorneys’
fees) paid by Hyundai in connection therewith, subject to the limitations set
forth in Section 2.


                    10.
Financial Condition of Dealer. Guarantor represents and warrants to Hyundai that Guarantor is currently informed of
the financial condition of Dealer and of all other circumstances which a diligent inquiry would
reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. Guarantor further
represents and warrants to Hyundai that Guarantor has read and understands the terms and conditions of the
Dealer Agreement. Guarantor hereby
covenants that Guarantor will continue to keep informed of Dealer’s financial
condition, the financial condition
of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the
Guaranteed Obligations.


                    11.
Subordination. Guarantor hereby agrees that, to the extent
Hyundai has sought Guarantor’s
performance under this Guaranty in accordance with Section 4, any and all present
and future indebtedness of Dealer owing to Guarantor is subordinated to
payment, in full, in cash, of the Guaranteed
Obligations. In this regard, during any time in which Hyundai has sought
Guarantor’s performance under this Guaranty, no payment of any kind whatsoever
shall be made with respect to such
indebtedness until the Guaranteed Obligations have been indefeasibly


SER March 2007


5






paid in full.


                    12.
Payments; Application. All payments to be made hereunder by Guarantor shall
be made in lawful money of the United States of America at the time of payment,
shall be made in immediately available
funds, and shall be made without deduction (whether for taxes or otherwise) or offset. All payments made by
Guarantor hereunder shall be applied as follows: first, to all costs and expenses (including reasonable
attorneys’ fees) incurred by Hyundai in enforcing this Guaranty or in collecting the Guaranteed
Obligations; second, to the balance of the Guaranteed Obligations; and third, to all accrued and unpaid
interest, premium, if any, and fees owing to Hyundai constituting Guaranteed
Obligations, subject to the limitations set forth in Section 2 (regardless of the order of application of the
payments).


                    13.
Attorneys’ Fees and Costs. Guarantor agrees to pay, on demand, all reasonable attorneys’ fees and all other costs and
expenses which may be incurred by Hyundai in the enforcement of this Guaranty (including those brought relating to
proceedings pursuant to 11 U.S.C.).


                    14.
Notices. All notices or demands by Guarantor or Hyundai to the other relating to this Guaranty shall be in writing and either
personally served or sent by registered or certified mail, postage
prepaid, return receipt requested, or by prepaid telex, facsimile, electronic
mail, or telegram, and shall be deemed to be
given for purposes of this Guaranty on the day that such writing is received by the party to whom it is sent. Unless
otherwise specified in a notice sent or delivered in accordance with the provisions of this section, such
writing shall be sent, if to Guarantor, then at Guarantor’s address set forth on the signature page hereof, and
if to Hyundai, then as follows:


                    HYUNDAI
de MEXICO, S.A. de C.V.


                    CALLE
LA ENCANTADA NO. 7474


                    PARQUE
INDUSTRIAL EL FLORIDO


                    TIJUANA,
BAJA CALIFORNIA. C.P. 22244


                    15.
Cumulative Remedies. No remedy under this Guaranty or under the Dealer Agreement is intended to be exclusive of
any other remedy, but each and every remedy shall be cumulative and in
addition to any and every other remedy given hereunder or under the Dealer Agreement, and those provided by law or in equity.
No delay or omission by Hyundai to exercise
any right under this Guaranty shall impair any such right nor be construed to
be a waiver thereof. No failure on
the part of Hyundai to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right hereunder preclude any other or
further exercise thereof or the exercise of any other right.


                    16.
Severability of Provisions. Any provision of this Guaranty which is prohibited or unenforceable under applicable law,
shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof.


                    17.
Entire Agreement; Amendments. This Guaranty constitutes the entire agreement between Guarantor and Hyundai
pertaining to the subject matter contained herein. This Guaranty may not
be altered, amended, or modified, nor may any provision hereof be waived or


SER March 2007


6






noncompliance
therewith consented to, except by means of a writing executed by Guarantor and Hyundai. Any such alteration,
amendment, modification, waiver, or consent shall be effective only to the
extent specified therein and for the specific purpose for which given. No
course of dealing
and no delay or waiver of any right or default under this Guaranty shall be deemed
a waiver of
any other, similar or dissimilar right or default or otherwise prejudice the
rights and remedies hereunder.


                    18.
Successors and Assigns. The death of
Guarantor shall not terminate this Guaranty.
This Guaranty shall be binding upon Guarantor’s heirs, executors, administrators, representatives, successors, and
assigns and shall inure to the benefit of the successors and assigns of Hyundai; provided, however, Guarantor shall
not assign this Guaranty or delegate
any of his duties hereunder without Hyundai’s prior written consent. Any
assignment without the consent of Hyundai shall be absolutely void. In the
event of any assignment or other transfer of
rights by Hyundai, the rights and benefits herein conferred upon Hyundai
shall automatically extend to and be vested in such assignee or other transferee.


                    19.
[intentionally left blank]


                    20.
Choice
of Law and Venue. THE VALIDITY OF THIS GUARANTY, ITS
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF
GUARANTOR AND HYUNDAI, SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR HEREBY AGREES THAT
ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS GUARANTY SHALL BE TRIED AND
DETERMINED ONLY IN THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, OR, AT THE SOLE OPTION OF HYUNDAI, IN
ANY OTHER COURT IN WHICH HYUNDAI
SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT
MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY.
TO THE MAXIMUM EXTENT PERMITTED BY
LAW, GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT HE MAY HAVE
TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE
EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.


                    21.
Waiver of Jury Trial. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, GUARANTOR HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY
ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT
TO THIS GUARANTY, OR IN ANY WAY CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE DEALINGS
OF ANY GUARANTOR AND HYUNDAI WITH RESPECT TO THIS GUARANTY, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, GUARANTOR HEREBY
AGREES THAT ANY SUCH ACTION, CAUSE
OF ACTION, CLAIM, DEMAND, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT HYUNDAI MAY FILE AN
ORIGINAL COUNTERPART OF THIS SECTION WITH ANY COURT OR OTHER TRIBUNAL AS
WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR TO THE WAIVER OF HIS RIGHT TO TRIAL BY JURY.


SER March 2007


7






                    22.
Understandings With Respect to Waivers and Consents. Guarantor warrants and agrees that
each of the waivers and consents set forth are made after consultation with legal
counsel and with full knowledge of their significance and consequences, with the
understanding that events giving rise to a defense or right may diminish, destroy, or
otherwise adversely affect rights which Guarantor otherwise may have against Dealer, or
against any collateral, and that, under the circumstances the waivers and consents herein given are reasonable and
not contrary to public policy or law. If any of
the waivers or consents are determined to be unenforceable under applicable
law, such waivers and consents shall be effective to the maximum extent
permitted by law.


[Signature page follows]

SER March 2007


8






          IN
WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of
the date
set forth in the first paragraph hereof.


	
 

	
 

	
 

	
 


	
 

	
On
  Behalf of Guarantor:

	
 

	



	
 

	
 

	
 

	



	
 

	
 

	
 

	
Print
  Name: STEVEN E. REICHERT


	
 

	
 

	
 

	
Its: VP AND DIRECTOR


	
 

	
 

	
 

	
 


	
 

	
Guarantor’s Address:

	
 

	
 


	
 

	
 

	
 

	
2305 Canyon Boulevard 

  Suite 103

  Boulder, CO 80302 

  Telephone: (330) 245-0515 

  Facsimile: (303) 245-0521





Signature
page to the LIMITED RECOURSE CONTINUING
GUARANTY (“Guaranty”), dated as of July 9th, 2007, is executed and delivered by CapSource
Financial, Inc., a Colorado corporation (the “Guarantor”), in favor of HYUNDAI de MEXICO, S.A. de C.V., a Sociedad
Anonima de Capital Variable organized under the laws of the United States
of Mexico (“Hyundai”)


LAI 496545v3









LIMITED
RECOURSE CONTINUING GUARANTY


                    This
LIMITED RECOURSE CONTINUING GUARANTY (“Guaranty”),
dated as of July 9th, 2007, is executed and delivered by Randolph M.
Pentel, an individual residing in Minnesota (the “Guarantor”), in favor of
HYUNDAI de MEXICO, S.A. de C.V., a Sociedad Anonima de Capital Variable
organized under the laws of the United States of Mexico (“Hyundai”), and in
light of the following:


                    WHEREAS,
 Hyundai and Remolques y Sistemas Aliados de Transportacion,
S.A. de C.V. (d/b/a RESALTA) (“Dealer”) are parties to that certain Dealer
Agreement dated as of July 9th, 2007 (the “Dealer Agreement”);


                    WHEREAS,
 the Dealer Agreement provides,
among other things, for the extension of credit to the Dealer;



                    WHEREAS,
CapSource Financial, Inc., a Colorado corporation (“CapSource”), is the
majority shareholder of Dealer; 


                    WHEREAS,
 in order to induce Hyundai to enter into the Amendment,
Guarantor has agreed to guarantee payment of the Guaranteed Obligations (as
defined herein) under the terms and conditions set forth herein.


                    NOW,
THEREFORE, in consideration of the foregoing, Guarantor does
hereby agree, in favor of Hyundai, as follows:


                    1.
Definitions and Construction.


                         (a)
Definitions. The following terms, as used in this Guaranty, shall have
the following meanings:


                              “Bankruptcy
Code” means Title 11 United States Code (11 U.S.C.), as amended or
supplemented from time to time.


                              “Guaranteed
Obligations” means any and all amounts which are or may be owed by Dealer
to Hyundai pursuant to the Dealer Agreement.


                         (b)
Construction. Unless the context of this Guaranty clearly requires
otherwise, references to the plural include the singular, references to the
singular include the plural, and the term “including” is illustrative and not
limiting. The words “hereof,” “herein,” “hereby,” “hereunder,” and other
similar terms refer to this Guaranty as a whole and not to any particular
provision of this Guaranty. Neither this Guaranty nor any uncertainty or
ambiguity herein shall be construed or resolved against Hyundai or Guarantor,
whether under any rule of construction or otherwise. On the contrary, this
Guaranty has been reviewed by Guarantor, Hyundai, and their respective counsel,
and shall be construed and interpreted according to the ordinary meaning of the
words used so as to fairly accomplish the purposes and intentions of Hyundai
and Guarantor. No presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this
Guaranty.


                    2.
Guaranteed Obligations. Guarantor hereby irrevocably and unconditionally
guarantees to Hyundai, as and for his own debt, until final and indefeasible
payment thereof has been made, payment of the Guaranteed Obligations, in each
case when and as the same shall become due and payable, whether at maturity, by
acceleration, or otherwise; it being


SER March 2007 


1






the intent of Guarantor that
the guaranty set forth herein shall be a guaranty of payment and not a guaranty
of collection. Guarantor acknowledges and agrees that the performance of Guarantor’s
obligations under this Guaranty, including Guarantor’s guarantee of the
Guaranteed Obligations, is secured pursuant to the terms and provisions of that
certain Pledge Agreement dated as of April 9, 2003 (the “Pledge Agreement”), by
Guarantor in favor of Hyundai. Hyundai acknowledges and agrees that its sole
recourse against Guarantor for Guarantor’s failure to perform its obligations
under this Guaranty, including Guarantor’s guarantee of the Guaranteed
Obligations, is to the “Collateral” under (and as defined in) the Pledge
Agreement.


                    3.
Continuing Guaranty. This Guaranty includes Guaranteed Obligations that
may arise under successive transactions continuing, compromising, extending,
increasing, modifying, releasing, or renewing the Guaranteed Obligations,
changing the interest rate, payment terms, or other terms and conditions
thereof, or creating new or additional Guaranteed Obligations after prior
Guaranteed Obligations have been satisfied in whole or in part. To the maximum
extent permitted by law, Guarantor hereby waives and agrees not to assert any
right he has under California Civil Code Section 2815 to revoke this Guaranty
as to future obligations arising pursuant to the Dealer Agreement, and any and
all rights arising under California Civil Code Section 2814. If such a
revocation is effective notwithstanding the foregoing waiver, Guarantor
acknowledges and agrees that (a) no such revocation shall be effective until
written notice thereof has been received by Hyundai, (b) no such revocation
shall apply to any Guaranteed Obligations in existence on such date (including
any subsequent continuation, extension, or renewal thereof, or change in the
interest rate, payment terms, or other terms and conditions thereof), (c) no
such revocation shall apply to any Guaranteed Obligations made or created after
such date to the extent made or created pursuant to a legally binding
commitment of Hyundai in existence on the date of such revocation, (d) no
payment by Guarantor (or any other guarantor), Dealer, or from any other
source, prior to the date of such revocation shall reduce the maximum
obligation of Guarantor (or any other guarantor) hereunder, and (e) any payment
by Dealer, or any other guarantor, or from any source other than from Guarantor,
subsequent to the date of such revocation, shall first be applied to that
portion of the Guaranteed Obligations as to which the revocation is effective
and which are not, therefore, guaranteed hereunder, and to the extent so
applied shall not reduce the maximum obligation of Guarantor hereunder.


                    4.
Performance Under This Guaranty. In the event that Dealer fails to make
any payment of any Guaranteed Obligations on or before the due date thereof,
Hyundai will notify Guarantor, in writing, of such failure, including the
amount thereof. Within ten (10) days after Guarantor’s receipt of such notice,
Guarantor shall cause payment of the amount set forth in such notice to be made
to Hyundai in accordance with Section 12 hereof.


                    5.
Primary Obligations. This Guaranty is a primary and original obligation
of Guarantor, is not merely the creation of a surety relationship, and is an
absolute, unconditional, and continuing guaranty of payment and performance
which shall remain in full force and effect without respect to future changes
in conditions, including any change of law or any invalidity of the Dealer
Agreement. Guarantor agrees that he is directly, jointly and severally with any
other guarantor of the Guaranteed Obligations, liable to Hyundai, that the
obligations of Guarantor hereunder are independent of the obligations of Dealer
or any other guarantor, and that a separate action may be brought against
Guarantor alone, whether such action is brought against Dealer or any other
guarantor or whether Dealer or any such other guarantor is joined in such
action. Guarantor agrees that his liability hereunder shall be immediate and
shall not be contingent upon the exercise or enforcement by Hyundai of whatever
remedies it may have against Dealer or any other guarantor, or the enforcement
of any lien or realization upon any security Hyundai may at any time possess.
Guarantor agrees that any release which may be given by Hyundai to Dealer or
any other guarantor shall not release Guarantor. Guarantor


SER March 2007


2






consents and agrees that
Hyundai shall be under no obligation to marshal any assets of Dealer or any
other guarantor in favor of Guarantor, or against or in payment of any or all
of the Guaranteed Obligations.


                    6.
Waivers.


                         (a)
Guarantor hereby waives: (1) notice of acceptance hereof; (2) notice of any
loans or other financial accommodations made or extended under the Dealer
Agreement or the creation or existence of any Guaranteed Obligations; (3)
notice of the amount of the Guaranteed Obligations, subject, however, to
Guarantor’s right to make inquiry of Hyundai to ascertain the amount of the
Guaranteed Obligations at all reasonable times; (4) notice of any adverse change
in the financial condition of Dealer or of any other fact that might increase
Guarantor’s risk hereunder; (5) notice of presentment for payment, demand or
protest; (6) notice of any “Event of Default” under (and as defined in) the
Dealer Agreement; and (7) all other notices (except if such notice is
specifically required to be given to Guarantor hereunder) and demands to which
each Guarantor might otherwise be entitled.


                         (b)
To the maximum extent permitted by law, Guarantor hereby waives the right by
statute (including his rights under Sections 2845 or 2850 of the California
Civil Code) or otherwise to require Hyundai to institute suit against Dealer or
to exhaust any rights and remedies which Hyundai has or may have against
Dealer. In this regard, Guarantor agrees that he is bound to pay all of the
Guaranteed Obligations, whether now existing or hereafter accruing, as fully as
if such Guaranteed Obligations were directly owing to Hyundai by Guarantor.
Guarantor further waives any defense arising by reason of any disability or
other defense (other than the defense that the Guaranteed Obligations shall
have been fully and finally performed and indefeasibly paid) of Dealer or by
reason of the cessation from any cause whatsoever of the liability of Dealer in
respect thereof.


                         (c)
To the maximum extent permitted by law, Guarantor hereby waives: (1) any rights
to assert against Hyundai any defense (legal or equitable), set-off,
counterclaim, or claim which Guarantor may now or at any time hereafter have
against Dealer or any other party liable to Hyundai; (2) any defense, set-off,
counterclaim, or claim, of any kind or nature, arising directly or indirectly
from the present or future lack of perfection, sufficiency, validity, or
enforceability of the Guaranteed Obligations or any security therefor; (3) any
defense Guarantor has to performance hereunder, and any right Guarantor has to
be exonerated, provided by Sections 2819, 2822, or 2825 of the California Civil
Code, or otherwise, arising by reason of any claim or defense based upon an
election of remedies by Hyundai including any defense based upon an election of
remedies by Hyundai under the provisions of Sections 580d and 726 of the
California Code of Civil Procedure, or any similar law of California or any
other jurisdiction; and (4) the impairment or suspension of Hyundai’s rights or
remedies against Dealer; the alteration by Hyundai of the Guaranteed
Obligations; any discharge of Dealer’s obligations to Hyundai by operation of
law as a result of Hyundai’s intervention or omission; or the acceptance by
Hyundai of anything in partial satisfaction of the Guaranteed Obligations.


                         (d)
If any of the Guaranteed Obligations at any time are secured by a mortgage or
deed of trust upon real property, Hyundai may elect, in its sole discretion,
upon a default with respect to the Guaranteed Obligations, to (i) waive or
release any such lien for any or no reason, including a waiver or release due
to the environmental impairment of such security, or (ii) to foreclose such
mortgage or deed of trust judicially or nonjudicially in any manner permitted
by law, before or after enforcing this Guaranty, without diminishing or
affecting the liability of Guarantor


SER March 2007


3






hereunder. Guarantor
understands that (A) by virtue of the operation of California’s antideficiency
law applicable to nonjudicial foreclosures, any election by Hyundai to
foreclosure nonjudicially upon a mortgage or deed of trust probably would have
the effect of impairing or destroying rights of subrogation, reimbursement,
contribution, or indemnity of Guarantor against Dealer or other guarantors or
sureties, and (B) absent the waiver given by Guarantor hereunder, following
such a nonjudicial foreclosure, such an election would estop Hyundai from
enforcing this Guaranty against Guarantor. Since Hyundai could no longer sue
Dealer for a deficiency, if Guarantor were to pay the deficiency, Guarantor
would also have been precluded from pursuing Dealer for reimbursement. The
impairment of such rights of Guarantor would have prevented Hyundai from suing
Guarantor on a deficiency following the nonjudicial foreclosure of real
property collateral, if any. Additionally, if Hyundai were to act in such manner
that Dealer would be able to successfully argue that Hyundai had committed an
“action” within the meaning of Section 726 of the Code of Civil Procedure, then
Hyundai could no longer proceed against Dealer for any sums Dealer would
otherwise owe to Hyundai. If Guarantor were to pay such deficiency, Guarantor
would also be precluded from pursuing the Dealer for reimbursement. The
impairment of such rights of Guarantor would have prevented Hyundai from suing
Guarantor on the sums which would have otherwise been owing following such
“action”, within the meaning of California Code of Civil Procedure Section 726.


                              Understanding
the foregoing, and in reliance upon the advice of his independent counsel, and
understanding that Guarantor is hereby relinquishing a defense to the
enforceability of this Guaranty, Guarantor hereby waives any rights to assert
against Hyundai any defense to the enforcement of this Guaranty, whether
denominated “estoppel” or otherwise, based on or arising from an election by
Hyundai to foreclose nonjudicially upon any such mortgage or deed of trust upon
real property and hereby waives any and all benefits or defenses arising
directly or indirectly under California Code of Civil Procedure Sections 580a,
580d, and 726, or any other similar statutes or judicial opinions concerning
the subject matter connected therewith. Guarantor understands that the effect
of the foregoing waivers may be that Guarantor may have liability hereunder for
amounts with respect to which Guarantor may be left without rights of
subrogation, reimbursement, contribution, or indemnity against Dealer or other
guarantors or sureties. Guarantor hereby waives and will not assert any rights
and defenses arising under California Code of Civil Procedure Sections 726,
580b, and 580d. Guarantor also agrees that the fair market value provisions of
California Code of Civil Procedure Section 580a shall have no applicability
with respect to the termination of Guarantor’s liability under this Guaranty.


                              (e)
WITHOUT
LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN
THIS GUARANTY, GUARANTOR HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW,
ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE
OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2814, 2815,
2819, 2820, 2821, 2822, 2838, 2839
(WITH RESPECT TO AN OFFER OF PERFORMANCE ONLY), 2845, AND 2850,
CALIFORNIA CODE OF CIVIL PROCEDURE
SECTIONS 580a, 580b, 580c, 580d, AND 726.


                              (f)
GUARANTOR
WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY
HYUNDAI, EVEN THOUGH THAT ELECTION
OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A
GUARANTEED OBLIGATION, HAS DESTROYED SUCH GUARANTOR’S RIGHTS OF SUBROGATION AND
REIMBURSEMENT AGAINST THE PRINCIPAL BY THE OPERATION OF SECTION


SER March 2007


4






580d OF THE CODE OF CIVIL PROCEDURE OR OTHERWISE.


                    7.
Releases. Guarantor consents and agrees that, without notice to or by
Guarantor and without affecting or impairing the obligations of Guarantor
hereunder, Hyundai may, by action or inaction:


                         (a)
compromise, settle, extend the duration or the time for the payment of, or
discharge the performance of, or may refuse to or otherwise not enforce the
Dealer Agreement;


                         (b)
release all or any one or more parties to the Dealer Agreement or grant other
indulgences to Dealer in respect thereof;


                         (c)
with Dealer’s consent and agreement, amend or modify in any manner and at any
time (or from time to time) the Dealer Agreement; or


                         (d)
release or substitute any other guarantor, if any, of the Guaranteed Obligations,
or enforce, exchange, release, or waive any security for the Guaranteed
Obligations or any other guaranty of the Guaranteed Obligations, or any portion
thereof.


                    8.
No Election. Hyundai shall have the right to seek recourse against
Guarantor to the fullest extent provided for herein, and no election by Hyundai
to proceed in one form of action or proceeding, or against any party, or on any
obligation, shall constitute a waiver of Hyundai’s right to proceed in any
other form of action or proceeding or against other parties unless Hyundai has
expressly waived such right in writing. Specifically, but without limiting the
generality of the foregoing, no action or proceeding by Hyundai under any
document or instrument evidencing the Guaranteed Obligations shall serve to
diminish the liability of Guarantor under this Guaranty except to the extent
that Hyundai finally and unconditionally shall have realized indefeasible
payment by such action or proceeding.


                    9.
Indefeasible Payment. The Guaranteed Obligations shall not be considered
indefeasibly paid for purposes of this Guaranty unless and until all payments
to Hyundai are no longer subject to any right on the part of any person,
including Dealer, Dealer as a debtor in possession, or any trustee (whether
appointed under the Bankruptcy Code or otherwise) of Dealer’s assets to
invalidate or set aside such payments or to seek to recoup the amount of such
payments or any portion thereof, or to declare same to be fraudulent or preferential.
In the event that, for any reason, any portion of such payments to Hyundai is
set aside, avoided, or recovered on behalf of Dealer, whether voluntarily or
involuntarily, after the making thereof, then the obligation intended to be
satisfied thereby shall be revived and continued in full force and effect as if
said payment or payments had not been made, and Guarantor shall be liable for
the full amount Hyundai is required to repay plus any and all costs and
expenses (including attorneys’ fees) paid by Hyundai in connection therewith,
subject to the limitations set forth in Section 2. 


                    10.
Financial Condition of Dealer. Guarantor represents and warrants to
Hyundai that Guarantor is currently informed of the financial condition of
Dealer and of all other circumstances which a diligent inquiry would reveal and
which bear upon the risk of nonpayment of the Guaranteed Obligations. Guarantor
further represents and warrants to Hyundai that Guarantor has read and
understands the terms and conditions of the Dealer Agreement. Guarantor hereby
covenants that Guarantor will continue to keep informed of Dealer’s financial
condition, the financial condition of other guarantors, if any, and of all
other circumstances which bear upon the risk of nonpayment or nonperformance of
the Guaranteed Obligations.


SER March 2007


5






                    11.
Subordination. Guarantor hereby agrees that, to the extent Hyundai has
sought Guarantor’s performance under this Guaranty in accordance with Section
4, any and all present and future indebtedness of Dealer owing to Guarantor is
subordinated to payment, in full, in cash, of the Guaranteed Obligations. In
this regard, during any time in which Hyundai has sought Guarantor’s
performance under this Guaranty, no payment of any kind whatsoever shall be
made with respect to such indebtedness until the Guaranteed Obligations have
been indefeasibly paid in full.


                    12.
Payments; Application. All payments to be made hereunder by Guarantor
shall be made in lawful money of the United States of America at the time of
payment, shall be made in immediately available funds, and shall be made
without deduction (whether for taxes or otherwise) or offset. All payments made
by Guarantor hereunder shall be applied as follows: first, to all costs and
expenses (including reasonable attorneys’ fees) incurred by Hyundai in
enforcing this Guaranty or in collecting the Guaranteed Obligations; second, to
the balance of the Guaranteed Obligations; and third, to all accrued and unpaid
interest, premium, if any, and fees owing to Hyundai constituting Guaranteed
Obligations, subject to the limitations set forth in Section 2 (regardless of
the order of application of the payments).


                    13.
Attorneys’ Fees and Costs. Guarantor agrees to pay, on demand, all
reasonable attorneys’ fees and all other costs and expenses which may be
incurred by Hyundai in the enforcement of this Guaranty (including those
brought relating to proceedings pursuant to 11 U.S.C.).


                    14.
Notices. All notices or demands by Guarantor or Hyundai to the other
relating to this Guaranty shall be in writing and either personally served or
sent by registered or certified mail, postage prepaid, return receipt
requested, or by prepaid telex, facsimile, electronic mail, or telegram, and
shall be deemed to be given for purposes of this Guaranty on the day that such
writing is received by the party to whom it is sent. Unless otherwise specified
in a notice sent or delivered in accordance with the provisions of this
section, such writing shall be sent, if to Guarantor, then at Guarantor’s
address set forth on the signature page hereof, and if to Hyundai, then as
follows:


	
 

	
 


	
 

	
Hyundai de México, S.A. de C.V.


	
 

	
Calle La Encantada No. 7474 


	
 

	
Parque Industrial El Florido 


	
 

	
Tijuana, Baja California. 


	
 

	
C.P. 22244


	
 

	
 


	
 

	
Héctor Loredo


	
 

	
Ph.: (664) 645-0130
  Ext.3446


	
 

	
Fax: (619)209-5665 





                    15.
Cumulative Remedies. No remedy under this Guaranty or under the Dealer
Agreement is intended to be exclusive of any other remedy, but each and every
remedy shall be cumulative and in addition to any and every other remedy given
hereunder or under the Dealer Agreement, and those provided by law or in
equity. No delay or omission by Hyundai to exercise any right under this
Guaranty shall impair any such right nor be construed to be a waiver thereof.
No failure on the part of Hyundai to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.


SER March 2007


6








                    16.
Severability of Provisions. Any provision of this Guaranty which is
prohibited or unenforceable under applicable law, shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. 


                    17.
Entire Agreement; Amendments. This Guaranty constitutes the
entire agreement between Guarantor and Hyundai pertaining to the subject matter
contained herein. This Guaranty may not be altered, amended, or modified, nor
may any provision hereof be waived or noncompliance therewith consented to,
except by means of a writing executed by Guarantor and Hyundai. Any such
alteration, amendment, modification, waiver, or consent shall be effective only
to the extent specified therein and for the specific purpose for which given.
No course of dealing and no delay or waiver of any right or default under this
Guaranty shall be deemed a waiver of any other, similar or dissimilar right or
default or otherwise prejudice the rights and remedies hereunder. 


                    18.
Successors and Assigns. The death of Guarantor shall not
terminate this Guaranty. This Guaranty shall be binding upon Guarantor’s heirs,
executors, administrators, representatives, successors, and assigns and shall inure
to the benefit of the
successors and assigns of Hyundai; provided, however, Guarantor shall not
assign this Guaranty or delegate any of his duties hereunder without Hyundai’s
prior written consent. Any assignment without the consent of Hyundai shall be
absolutely void. In the event of
any assignment or other transfer of rights by Hyundai, the rights and benefits
herein conferred upon Hyundai shall automatically extend to and be vested in such assignee or other transferee. 


                    19.
Separate Property. Any married individual who signs this Guaranty
in his or her individual capacity hereby expressly agrees that recourse may be had against his or her separate
property for all Guaranteed Obligations hereunder. Notwithstanding the previous
sentence, Hyundai acknowledges and agrees that its sole recourse against
Guarantor for Guarantor’s failure to perform its obligations under this Guaranty,
including Guarantor’s guarantee of the Guaranteed Obligations, is to the
“Collateral” under (and as defined in) the
Pledge Agreement. 


                    20.
Choice of Law and Venue. THE VALIDITY
OF THIS GUARANTY, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF GUARANTOR AND HYUNDAI, SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. TO THE MAXIMUM EXTENT
PERMITED BY LAW, GUARANTOR HEREBY AGREES GUARANTY SHALL BE TRIED AND DETERMINED ONLY
IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, OR, AT THE SOLE OPTION OF
HYUNDAI, IN ANY OTHER COURT IN WHICH HYUNDAI SHALL INITIATE LEGAL OR EQUITABLE
PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER
THE MATTER IN CONTROVERSY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR HEREBY EXPRESSLY WAIVES ANY
RIGHT HE MAY
HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY
PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.


                    21.
Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY 


SER March 2007


7






LAW, GUARANTOR HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR
PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS GUARANTY, OR IN ANY WAY
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE DEALINGS OF ANY GUARANTOR AND HYUNDAI WITH RESPECT TO THIS GUARANTY, OR THE
TRANASCTIONS RELATED HERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR HEREBY AGREES THAT ANY SUCH ACTION,
CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL
WITHOUT A JURY AND THAT HYUNDAI MAY FILE AN ORIGINAL COUNTERPART OF THIS SECTION WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE
OF THE CONSENT OF GUARANTOR TO THE WAIVER OF HIS RIGHT TO TRIAL BY JURY. 



                    22.
Understandings
With Respect to Waivers and Consents. Guarantor warrants and agrees that each of the waivers and consents set
forth are made after consultation with legal counsel and with full knowledge of
their significance and consequences, with the understanding that events giving
rise to a defense or right may diminish, destroy, or otherwise adversely affect
rights which Guarantor otherwise may have against Dealer, or against any
collateral, and that, under the circumstances the waivers and consents herein
given are reasonable and not contrary to public policy or law. If any of the
waivers or consents are determined to be unenforceable under applicable law,
such waivers and consents shall be effective to the maximum extent permitted
by law. 


[Signature page follows]


SER March 2007


8






                    IN
WITNESS
WHEREOF, Guarantor has
executed and delivered this Guaranty as of the date set forth in the first
paragraph hereof. 


	
 

	
 

	
 


	
 

	
On Behalf of Guarantor:

	



	
 

	
 

	



	
 

	
 

	
Print Name: RANDOLPH M. PENTEL


	
 

	
 

	
 


	
 

	
Guarantor’s Address: 

	
 


	
 

	
 

	
715 Eaton Street 


	
 

	
 

	
St. Paul, MN 551 


	
 

	
 

	
Telephone: (651) 224-686 


	
 

	
 

	
Fax: (651) 291-1030-6868 





Signature page to the LIMITED RECOURSE CONTINUING GUARANTY (“Guaranty”),
dated as of July 9th, 2007, is executed and delivered by Randolph M. Pentel, an individual resident of Minnesota (the
“Guarantor”), in favor of HYUNDAI de MEXICO, S.A. de C.V., a Sociedad Anonima
de Capital Variable organized under the laws of the United States of Mexico
(“Hyundai”) 






PLEDGE AGREEMENT



                    This
PLEDGE AGREEMENT (“Pledge
Agreement”), dated as of July 9th, 2007, is executed and delivered by Randolph M. Pentel, an individual residing in Minnesota
(“Grantor”), in favor of
Hyundai de Mexico, S.A. de C.V., a Sociedad Anonima de Capital Variable
organized under the laws of the United States of Mexico (“Hyundai”), in
connection with that certain Dealer Agreement, dated as of July 9th, 2007.  


WITNESSETH:


                    WHEREAS, Dealer, Hyundai and
CapSource Financial, Inc. have entered into that certain Dealer Agreement dated
as of July 9th, 2007, which provides for, among other things, Hyundai to extend
credit terms to Dealer; 


                    WHEREAS, CapSource Financial,
Inc., a Colorado corporation (“CapSource”), is the majority shareholder of
Dealer; 


                    WHEREAS, Grantor is the
majority shareholder of CapSource and expects to receive substantial direct and
indirect benefit from the transactions contemplated by the Dealer Agreement and
the Amendment; 


                    WHEREAS,
Grantor has delivered to Hyundai the Limited
Recourse Continuing Guaranty dated July 9th 2007 pursuant to which Grantor has
guaranteed payment of the Guaranteed Obligations as well as certain other obligations subject to the terms and conditions of the
Guaranty; and 


                    WHEREAS, in order to secure
prompt and complete payment and performance of (a) Grantor’s obligations under
the Guaranty, including Grantor’s guarantee of the Guaranteed Obligations, and
(b) Grantor’s obligations under this Pledge Agreement (all of Grantor’s
obligations under the Guaranty and under this Pledge Agreement collectively
referred to as the “Secured Obligations”), Hyundai has
required as a condition to entering into the Dealer Agreement, that Grantor
execute and deliver this Pledge Agreement. 


                    NOW,
THEREFORE, in
consideration of the foregoing, Grantor does hereby agree, in favor of Hyundai,
as follows: 


1. Defined Terms; Construction.


          (a)
Unless otherwise defined herein or in the Guaranty, all terms defined in
Article 8 and Article 9 of the Uniform
Commercial Code (as enacted in the State of California, as it may be amended or
supplemented from time to time) are used herein as defined therein. All
references herein to the “Uniform Commercial Code” are to the Uniform
Commercial Code as enacted in the State of California, as it may be amended or
supplemented from time to time. 


1






          (b)
The words “hereby,” “hereof,” “herein,” “hereunder,” and words of
similar import when used in this Pledge Agreement shall refer to this Pledge
Agreement as a whole and not to any particular provision of this Pledge
Agreement. Unless the context of this Pledge Agreement clearly requires
otherwise, references to the plural include the singular, references to the
singular include the plural, and the term “including” is illustrative and not
limiting. Section references herein are to this Pledge Agreement unless
otherwise specified. 


          (c)
Neither this Pledge Agreement nor any uncertainty or ambiguity herein shall be
construed or resolved against Hyundai or Grantor, whether under any rule of
construction or otherwise. On the contrary, this Pledge Agreement has been
reviewed by Grantor, Hyundai, and their respective counsel, and shall be
construed and interpreted according to the ordinary meaning of the words used
so as to fairly accomplish the purposes and intentions of Hyundai and Grantor.
No presumption or burden of proof shall arise favoring or disfavoring any party
by virtue of the authorship of any provisions of this Pledge Agreement. 


2. Grant of Security.
To secure the prompt and complete payment, observance, and performance of the
Secured Obligations, Grantor hereby collaterally assigns and pledges and grants
to Hyundai, a security interest in, and a lien on and against, all of Grantor’s
right, title and interest in and to the following, whether now owned or existing
or hereafter arising or acquired and wherever located (collectively, the
“Collateral”): 


          (a)
the common stock held by Grantor set forth in Schedule A hereto, any
certificates or other instruments representing such common stock, and all
rights with respect to such common stock (all of such common stock and the
certificates, other instruments, and rights related thereto collectively
referred to as the “Pledged Securities”); 


          (b)
any and all new, substituted, or additional common stock from time to
time acquired by Grantor in any manner described in Section 5, (any such new,
substituted, or additional common stock shall constitute part of the Pledged
Securities and Hyundai is irrevocably authorized, but not obligated, to amend
Schedule A from time to time to reflect such additional common stock); 


          (c)
any and all dividends and other distributions described in clauses (a)(i)
through (a)(iii) of Section 10; 


          (d)
all books and records of Grantor pertaining to the Collateral; and 


          (e)
any and all proceeds any the foregoing 


3. Delivery
and Control of Collateral.


          (a)
All certificates or other instruments representing or evidencing Collateral
shall be delivered to and held by or on behalf of Hyundai and shall be in
suitable form for transfer or delivery, or, at the request of Hyundai, shall be
accompanied by duly executed stock powers. 


          (b)
With respect to any Collateral that is not represented or evidenced by a
certificate or other instrument, the Grantor shall cause the issuer thereof to
register Hyundai as the registered owner of such Collateral in such issuer’s
books and records. 


2






4. Financing
Statements. Grantor hereby irrevocably authorizes Hyundai to file one or
more financing or continuation statements and amendments thereto, disclosing
the security interest granted to Hyundai under this Pledge Agreement without
Grantor’s signature appearing thereon. Grantor agrees that such authorization
includes a ratification and authorization with respect to any initial financing
statements filed prior to the date hereof. 


5. Collateral
Adjustments. If, during the term of this Pledge Agreement any dividend,
distribution, reclassification, readjustment, or other change is declared or
made in the capital structure of any issuer of Pledged Securities, then all
new, substituted, and additional common stock and other securities issued by
reason of any of the foregoing shall be promptly delivered to and held by
Hyundai under the terms of this Pledge Agreement and shall constitute
Collateral hereunder. 


6. Subsequent
Changes Affecting Collateral. Grantor represents and warrants that he has
made his own arrangements for keeping informed of changes or potential changes
affecting the Collateral (including rights to convert, rights to subscribe,
payment or nonpayment of dividends or other distributions, reorganization or
other exchanges, tender offers, and voting rights), and Grantor agrees that
Hyundai shall not have any obligation to inform Grantor of any such changes or
potential changes or to take any action or omit to take any action with respect
thereto. Grantor promptly shall furnish Hyundai with copies of all notices,
advice, confirmations, and statements regarding any changes or potential
changes affecting the Collateral (including rights to convert, rights to
subscribe, payment or nonpayment of dividends or other distributions,
reorganization or other exchanges, tender offers, and voting rights). Hyundai
has the right at any time to exchange certificates or other instruments
representing or evidencing Collateral for certificates or instruments of
smaller or larger denominations and Grantor will cause each issuer of Pledged
Securities to cooperate with Hyundai in effecting any such exchange. Hyundai
may, at any time during the occurrence and continuation of an Event of Default
(as defined below), without notice and at its option, transfer or register the
Collateral or any part thereof into its or its nominee’s name with or without
any indication that such Collateral is subject to the security interest
hereunder, and Grantor will cause the issuer of Pledged Securities to cooperate
with Hyundai in effecting any such transfer or registration. 


7. Representations
and Warranties. Grantor represents and warrants as of the date of this
Pledge Agreement: 


          (a)
Grantor’s exact legal name, identification number, and principal address (as
such term is used in the Uniform Commercial Code) are set forth on Schedule B hereto. 


          (b)
The execution, delivery, or performance of this Pledge Agreement or the
Guaranty will not conflict with any of Grantor’s material agreements. 


          (c)
No authorization, approval, or other action by, and no notice to or filing
with, any governmental authority, regulatory body, or third party is required
for (i) the pledge of the Collateral pursuant to this Pledge Agreement or the
execution, delivery, or performance of this Pledge Agreement by Grantor, (ii)
the execution, delivery, or performance of the Guaranty by the Grantor, or (iii)
for the exercise by Hyundai of the voting or other rights provided for in this
Pledge Agreement or the remedies in respect of the Collateral pursuant to  


3







this Pledge
Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities
generally), in each case, other than those authorizations, approvals,
actions, notices, or filings that have been obtained or made.


          (d)
This Pledge Agreement creates in favor of Hyundai a legal, valid, and
enforceable security interest in the
Collateral securing the payment and performance of the Secured Obligations. Once Grantor has taken all applicable
actions set forth in Section 8, Hyundai
will have a perfected first-priority security interest in the
Collateral. 


          (e)
Grantor has the right to vote,
pledge, and grant a security interest in or otherwise transfer the
Collateral free of any liens.


          (f)
Grantor is the sole legal and beneficial owner of the Collateral, free
and clear of any lien except for the security interest created by this Pledge
Agreement.


          (g)
There are no restrictions on the voting rights associated with, or on the
transfer of, any of the Collateral, other than (i) pursuant to this Pledge
Agreement, or (ii) as consented to by Hyundai and scheduled with particularity
on Schedule A.


          (h)
The grant and perfection of the security interest in the Collateral for the
benefit of Hyundai, in accordance with the
terms herein, are not made in violation of the registration requirements
of the Securities Act of 1933, as amended, and the rules and regulations promulgated there under (the “Securities Act”),
any applicable provisions of other federal securities laws, state securities or
“Blue Sky” law, foreign securities law, applicable general corporation
law, or any other applicable law.


8. Perfection and Maintenance of Security Interest
and Lien. Grantor agrees that until termination
of this Pledge Agreement pursuant to Section 17, Hyundai’s security interest in, and lien on and against,
the Collateral shall continue in full force and effect. Grantor shall perform any and all steps reasonably requested by
Hyundai to ensure the attachment, perfection and priority of, and to
maintain and protect, Hyundai’s security interest in and lien on and against the Collateral or to enable Hyundai
to exercise its rights and remedies hereunder with respect to any
Collateral, including:


          (a)
executing, filing, and authorizing
Hyundai to file any financing or continuation statements, or amendments
thereof, in form and substance reasonably satisfactory to Hyundai;


          (b)
delivering to Hyundai all certificates
and other instruments representing or evidencing
Collateral, which certificates and other instruments have been duly endorsed
and are accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance reasonably satisfactory to
Hyundai;


          (c)
marking conspicuously each instrument,
document and all books and records pertaining
to the Collateral with a legend, in form and substance satisfactory to Hyundai,
indicating that such document or Collateral is subject to the security
interest granted hereby;


          (d)
at the request of Hyundai, appearing in and defending any action or
proceeding which may affect adversely
Grantor’s title to, or the security interest of Hyundai in, any of the


4






Collateral; and


          (e)
executing and delivering all further instruments and documents, and taking all
further action, as Hyundai may reasonably request.


9. Voting
Rights. During the term of this
Pledge Agreement, and except as provided in this Section 9, Grantor shall have the right to vote the Pledged Securities on
all questions in a manner not
inconsistent with the terms of this Pledge Agreement, or any other document executed
pursuant hereto or in connection herewith. If, at any time during the
occurrence and continuation of an Event of Default, Hyundai may, at Hyundai’s
option and following written notice from
Hyundai to Grantor, exercise all voting powers pertaining to the Collateral
with respect to Grantor.


10. Dividends and Other Distributions.


          (a)
At any time before the occurrence and
continuation of an Event of Default, Grantor shall be entitled to
receive and retain any and all dividends and other distributions paid in respect of the Collateral, provided,
however, that any and all


                    (i)
dividends and other distributions paid or payable other than in cash with
respect to, and instruments and other property received, receivable or
otherwise distributed with respect to, or in exchange for, any of the
Collateral;


                    (ii)
dividends and other distributions paid or payable in cash with respect to any of the Collateral on account of a partial or
total liquidation or dissolution or in connection with a reduction of capital; and


                    (iii)
cash paid, payable, or otherwise
distributed in redemption of, or in exchange for, any of the Collateral;


          shall
be Collateral, and shall be forthwith delivered to Hyundai to hold as
Collateral and shall, if received by any Grantor, be received in trust for
Hyundai, and shall be segregated from the
other property or funds of Grantor. All such Collateral so received in the form
of monies, checks, notes, drafts, or funds shall be delivered promptly to
Hyundai (with any necessary endorsement) as proceeds of Collateral, and
all other such Collateral so received shall be delivered promptly to Hyundai as
Collateral in the same form as so received (with any necessary endorsement).


          (b)
At any time on or after the occurrence and during the continuation of an
Event of Default:



                    (i)
All rights of Grantor to receive the dividends and other distributions which he
would otherwise be authorized to receive and retain pursuant to Section 10(a)
hereof shall cease, and all such rights
shall thereupon become vested in Hyundai, which shall thereupon have the
sole right to receive and hold as Collateral such dividends and interest
payments; and



                    (ii)
All dividends and interest payments which are received by Grantor contrary to the provisions of clause (i) of this
Section 10(b) shall be received in trust for Hyundai, for the benefit of Hyundai, shall be segregated from other funds
of Grantor and


5






shall
be paid over immediately to Hyundai as Collateral in the same form as so
received (with any necessary endorsements).


          11. Books and Records. Grantor covenants and
agrees with Hyundai that from and after
the date of this Pledge Agreement and until termination of this Pledge
Agreement pursuant to Section 17,
Grantor shall keep and maintain at Grantor’s own cost and expense satisfactory
and complete books and records of Grantor’s Collateral in a manner consistent with Grantor’s current business practice,
including a record of all payments received and all credits granted with respect to such Collateral.
Grantor will permit representatives of Hyundai
at any time during normal business hours to inspect and make abstracts from
such books and records.


          12. General Covenants. Grantor covenants and
agrees with Hyundai
that from and after the date of this Pledge Agreement and until termination of
this Pledge Agreement pursuant to Section
17, Grantor will not (a) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral without
the prior written consent of Hyundai, (b) create or permit to exist any lien upon or with respect to any of the Collateral,
except for the security interest under this Pledge Agreement, and will
defend the Collateral against, and take such
other action as is necessary to remove, any lien on such Collateral which is
not so permitted, (c) enter into any
agreement or understanding that purports to or may restrict or inhibit Hyundai’s rights or remedies hereunder,
including Hyundai’s right to sell or otherwise dispose of the Collateral, or (d) use or permit any Collateral to be used
unlawfully or in violation of any
provision of this Pledge Agreement, or any other document, or federal, state,
or local law applicable to the Collateral.


          13. Hyundai May Perform. If Grantor fails to
perform any agreement
contained herein, Hyundai may perform, or
cause performance of, such agreement, and the expenses of Hyundai incurred in
connection therewith shall constitute Secured Obligations.


          14. Remedies; Application of
Proceeds.


                    (a) In addition to all
other rights and remedies granted to it under this Pledge Agreement, the Dealer
Agreement, the Guaranty, and under any other instrument or agreement securing,
evidencing or relating to any of the Secured Obligations, if Grantor fails to
make a payment of the Guaranteed Obligations in accordance with the time table
set forth for
such payment in the Guaranty (an “Event of Default”), Hyundai may exercise all
rights and
remedies of a secured party under the Uniform Commercial Code (whether or not
the Uniform
Commercial Code applies to the affected Collateral) and other applicable law. Without limiting the
generality of the foregoing, Hyundai shall have such powers of sale and other powers as may be
conferred by applicable law. However, Hyundai acknowledges and agrees that its sole
recourse against Guarantor for Guarantor’s failure to perform its obligations under the Limited
Recourse Continuing Guaranty dated March __ 2007, including Guarantor’s
guarantee of the Guaranteed Obligations, is to the Collateral under this Pledge
Agreement.


          With
respect to the Collateral or any part thereof which shall then be in or shall thereafter come into the
possession or custody of Hyundai, or which Hyundai shall otherwise have the ability to
transfer under applicable law, Hyundai may, in its sole discretion, without notice except as
specified below, after the occurrence and continuation of an Event of


6






Default, sell or cause the same to
be sold at any exchange, broker’s board, or at public or private sale,
in one or more sales or lots, at such price as Hyundai may reasonably deem
best, for cash or on credit for future delivery, without assumption of any
credit risk, and the purchaser of any or all of the Collateral so sold shall
thereafter own the same, absolutely free from any claim, encumbrance, or right
of any kind whatsoever.


          (b)
Hyundai may, in its own name, or in
the name of a designee or nominee, buy the Collateral at any public sale and, if permitted by applicable law, buy
the Collateral at any private sale.
In the event of a sale of any Collateral, or any part thereof, to Hyundai upon
the occurrence and during the continuance of an Event of Default,
Hyundai shall not deduct or offset from any
part of the purchase price to be paid therefore any indebtedness owing to it by Grantor.


          (c)
Grantor shall be liable for any and
all costs and expenses (including court costs, reasonable attorneys’ and paralegals’ fees and expenses, and in-house
counsel costs) of or incident to Hyundai’s enforcement of any provision
of this Pledge Agreement.


          (d)
If Hyundai shall determine to exercise
its right to sell any the Pledged Securities pursuant to this Section
14, and if in the opinion of Hyundai it is necessary or advisable to have the Pledged Securities, or any portion
thereof registered under the provisions of the Securities Act, each
relevant Grantor shall cause the issuer thereof to (i) execute and deliver, and cause the directors and officers of such
issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such
other acts as may be, in the opinion of Hyundai, necessary or advisable to register the Pledged Securities, or
that portion thereof to be sold, under
the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become
effective and to remain effective for a period of one year from the date
of the first public offering of the Pledged Securities, or that portion thereof to be sold and (iii) make all amendments
thereto or to the related prospectus that, in the opinion of Hyundai,
are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations
of the Securities and Exchange Commission applicable thereto. Grantor agrees to cause such issuer to comply with
the provisions of the securities or “Blue Sky” laws of any jurisdiction
that Hyundai shall designate and to make available to its security holders, as
soon as practicable, an earnings statement (which need not be audited)
satisfying the provisions of Section 11 (a) of the Securities Act.


          (e)
Grantor shall, upon the request of
Hyundai, at Grantor’s expense, do or cause to be done all such other
acts and things as may be necessary to make such sale or sales of all or any portion of the Collateral valid and binding
and in compliance with all applicable requirements of federal, state, or
local law.


          (f)
Unless any of the Collateral
threatens to decline speedily in value or is or becomes of a type sold on a recognized market, Hyundai will give Grantor
reasonable notice of the time and place of any public sale thereof, or
of the time after which any private sale or other
intended disposition is to be made. Notwithstanding any provision to the
contrary contained herein, Grantor agrees that any requirements of
reasonable notice shall be met if such
notice is received by Grantor as provided in Section 26 at least ten (10) days
before the time of the sale or disposition; provided, however, that
Hyundai may give any shorter notice that is commercially reasonable under the
circumstances. Any other requirement of notice, demand, or advertisement for
sale is waived, to the extent permitted by law.


7






          (g)
In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the
Collateral may be effected after an Event of Default, Grantor agrees that upon
the occurrence and during the continuance of an Event of Default, Hyundai may,
from time to time, attempt to sell all or any part of the Collateral by means
of a private placement restricting the bidders and prospective purchasers to
those who are qualified and will represent
and agree that they are purchasing for investment only and not for
distribution. In so doing, Hyundai may solicit offers to buy the Collateral, or
any part of it, from a limited number of
investors who might be interested in purchasing the Collateral. Grantor acknowledges and agrees that
any such private sale may result in prices and other terms less favorable than
if such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner. Hyundai shall be under no obligation to delay a sale of Collateral for the period of time necessary to
permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable
state securities laws, even if such issuer would agree to do so.


          (h)
Hyundai shall not be required to marshal the Collateral or to pursue any
guarantee of the Secured Obligations or to
resort to the Collateral or any such guarantee in any particular order, and all of its and their rights
hereunder or under the Guaranty or the Dealer Agreement shall be cumulative. To
the extent it may lawfully do so, Grantor absolutely and irrevocably
waives and relinquishes the benefit and advantage of, and covenants not to
assert against Hyundai, any valuation, stay,
appraisement, extension, redemption, or similar laws and any and all rights or defenses it may have as
a surety now or hereafter existing which, but for this provision, might
be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under
the power of sale conferred by this Pledge Agreement, or otherwise.


          (i)
Upon the exercise by Hyundai of any power, right, privilege, or remedy pursuant
to this Pledge Agreement which requires any consent, approval,
registration, qualification, or authorization of any governmental authority or
any third party, Grantor agrees to execute and deliver, or will cause the
execution and delivery of, all applications, certificates, instruments,
assignments, and other documents and papers that Hyundai or any purchaser of
the Collateral may be required to obtain for
such consent, approval, registration, qualification, or authorization.


          (j)
Grantor further agrees that a breach of any covenant contained in this Section
14 or Section 10 will cause
irreparable injury to Hyundai, that Hyundai have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this Section 14
and Section 10 shall be specifically enforceable against Grantor, and Grantor
hereby waives and agrees not to assert any defense against an action for
specific performance of such covenants
(except for a defense that no Event of Default has occurred hereunder) and Grantor recognizes that in the
event Grantor fails to perform, observe, or discharge any of its
obligations or liabilities under this Pledge Agreement, any remedy of law may prove to be inadequate relief to Hyundai;
therefore, Grantor agrees that Hyundai, if Hyundai so determines and
requests, shall be entitled to temporary and permanent injunctive relief in any
such case without the necessity of proving actual damages.


          (k)
To the extent that applicable law imposes duties on Hyundai to exercise
remedies in a commercially reasonable
manner, Grantor acknowledges and agrees that it is not


8










commercially unreasonable for
Hyundai (i) to fail to incur expenses reasonably deemed significant by
Hyundai to prepare Collateral for disposition, (ii) to fail to obtain
governmental or third party consents for the
collection or disposition of Collateral to be collected or disposed of, (iii) to advertise dispositions of
Collateral through publications or media of general circulation, whether or not
the Collateral is of a specialized nature, (iv) to contact other persons, whether or not in the same
business as Grantor, for expressions of interest in acquiring all or any portion of such Collateral,
(v) to hire one or more professional auctioneers
to assist in the disposition of Collateral, whether or not the Collateral is of
a specialized nature, (vi) to disclaim
disposition, warranties, such as title, possession or quiet enjoyment,
(vii) to the extent deemed appropriate by Hyundai, to obtain the services of brokers, investment bankers, consultants, and
other professionals to assist Hyundai in the collection or disposition of any of the Collateral, or (viii) to comply
with any applicable state or federal
law requirements in connection with a disposition of the Collateral. Grantor acknowledges that the purpose of this Section
14(k) is to provide nonexhaustive indications of what actions or
omissions by Hyundai would not be commercially unreasonable in Hyundai’s exercise of remedies against the
Collateral and that other actions or omissions by Hyundai shall not be deemed
commercially unreasonable solely on account of not being indicated in this
Section 14(k). Without limitation upon the foregoing, nothing contained in this
Section 14(k) shall be construed to grant any rights to any Grantor or to
impose any duties on Hyundai that would not
have been granted or imposed by this Pledge Agreement or by applicable law in
the absence of this Section 14(k),.


          (l)
Hyundai shall apply the proceeds of any sale or other disposition of the
Collateral or any portion of the Collateral
received by it following the occurrence and continuation of an Event of
Default as follows:


          (i)
FIRST, to Hyundai, for payment of all unreimbursed costs and expenses incurred by Hyundai in connection with this Pledge
Agreement or any of the Secured Obligations, including court costs, reasonable
attorneys’ and paralegals’ fees and expenses, and in-house counsel costs, incurred in connection with the
exercise of its rights hereunder;


          (ii) SECOND, to Hyundai, for payment in full of the Secured Obligations;


          and
(iii) THIRD, to Grantor.


          15.
Hyundai Appointed Attorney-in-Fact. Grantor hereby appoints Hyundai his attorney-in-fact,
with full authority, in the name of Grantor or otherwise, from time to time in Hyundai’s sole discretion, to take any action and
to execute any instrument which Hyundai may reasonably deem necessary or
advisable to accomplish the purposes of this Pledge Agreement, including upon the occurrence and
during the continuation of an Event of Default,
to receive, endorse, and collect all instruments made payable to Grantor
representing any dividend or other distribution in respect of the Collateral or
any part thereof and upon the occurrence
and during the continuation of an Event of Default, or upon the occurrence of a
sale under Section 14 hereof, to give
full discharge for the same and to arrange for the transfer of all or any part of the sold Collateral
on the books of each of the issuers of such Pledged Securities to the name of Hyundai or Hyundai’s nominee.


          16.
Waivers. Except as otherwise specifically provided herein, Grantor
hereby waives presentment, demand, protest,
or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Pledge
Agreement or any Collateral.


9






          17.
Termination of this
Pledge Agreement; Release of Collateral.


          (a)
Upon
the full payment and performance of all of the Secured Obligations and the termination of the Guaranty, this Pledge
Agreement also shall terminate, and Hyundai, at the request and expense of Grantor, will execute and deliver to Grantors a
proper instrument or instruments acknowledging the satisfaction and
termination of this Pledge Agreement.


          (b)
Grantor
acknowledges that it is not authorized to file any financing statement or amendment or termination
statement with respect to any financing statement without the prior written consent of
Hyundai and agrees that it will not do so without the prior written consent of Hyundai,
subject to Grantor’s rights under Section 9-509(d)(2) of the Uniform Commercial Code.


          18.
Successors
and Assigns. This Pledge Agreement shall be binding upon Grantor and his successors, and upon any assigns of
Grantor and shall inure to the benefit of Hyundai and its respective successors and assigns; provided, however, that
Grantor shall not assign this Pledge
Agreement or delegate any of his duties hereunder without Hyundai’s prior written consent. Nothing set forth herein or in the
Dealer Agreement or the Guaranty is intended
or shall be construed to give any other person any right, remedy or claim
under, to or in respect of this
Pledge Agreement, the Dealer Agreement, the Guaranty, or any Collateral. Grantor’s successors shall include
Grantor’s heirs, executors, administrators, or a receiver, trustee, or
debtor in-possession of or for Grantor.


          19.
Choice of Law and Venue. THE VALIDITY
OF THIS PLEDGE AGREEMENT,
ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF GRANTOR
AND HYUNDAI, SHALL BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW. TO THE
MAXIMUM EXTENT PERMITTED BY LAW,
GRANTOR HEREBY AGREES THAT ALL ACTIONS
OR PROCEEDINGS ARISING IN CONNECTION WITH THIS PLEDGE AGREEMENT SHALL BE TRIED AND DETERMINED ONLY IN
THE STATE AND FEDERAL COURTS LOCATED
IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
OR, AT THE SOLE OPTION OF HYUNDAI, IN ANY OTHER COURT IN WHICH HYUNDAI SHALL INITIATE LEGAL OR
EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT
MATTER JURISDICTION OVER THE MATTER
IN CONTROVERSY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRANTOR HEREBY EXPRESSLY
WAIVES ANY RIGHT HE MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH
THIS SECTION.


          20.
Waiver
of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY ACTION, CAUSE OF
ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER
OR WITH RESPECT TO THIS PLEDGE AGREEMENT, OR IN ANY WAY CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
DEALINGS OF GRANTOR AND HYUNDAI WITH
RESPECT TO THIS PLEDGE AGREEMENT, OR


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THE TRANSACTIONS RELATED HERETO,
IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, GRANTOR HEREBY AGREES THAT ANY SUCH ACTION, CAUSE OF ACTION, CLAIM,
DEMAND, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT HYUNDAI MAY FILE AN ORIGINAL COUNTERPART
OF THIS SECTION WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE OF THE
CONSENT OF GRANTOR TO THE WAIVER OF HIS RIGHT
TO TRIAL BY JURY.


          21.
Waiver of Bond. Grantor waives the posting of any bond otherwise
required of Hyundai in connection
with any judicial process or proceeding to realize on the Collateral or any other security for the Secured Obligations,
to enforce any judgment or other court order entered in favor of Hyundai, or to enforce by specific performance,
temporary restraining order, or
preliminary or permanent injunction, this Pledge Agreement, the Guaranty, or
any other agreement or document
between Hyundai and Grantor.


          22.
Advice of Counsel. Grantor and Hyundai understand that Hyundai’s
counsel represents only Hyundai’s and its
affiliates’ interests and that Grantor is advised to consult with his own
counsel in connection herewith. Grantor represents and warrants to Hyundai that he has discussed this Pledge Agreement and,
specifically, the provisions of Sections 19 through 21 hereof, with Grantor’s
attorneys. 


          23.
Severability. Whenever possible, each provision of this Pledge
Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but, if any provision of this Pledge Agreement shall be held
to be prohibited or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this Pledge
Agreement.


          24.
Further Assurances. Grantor agrees that it will cooperate with
Hyundai and will execute and deliver,
or cause to be executed and delivered, all such other stock powers, proxies, instruments,
and documents, and will take all such other actions, including the execution and filing of financing statements and
other registrations, as Hyundai may reasonably
request from time to time in order to carry out the provisions and purposes of this
Pledge Agreement.


          25.
Hyundai’s Duty of Care. The powers conferred on Hyundai hereunder are
solely to protect its interest in the Collateral and shall not impose any duty
upon it to exercise any such powers.
Hyundai shall not be liable for any acts, omissions, errors of judgment or
mistakes of fact or law including acts, omissions, errors or mistakes with
respect to the Collateral, except for
those arising out of or in connection with Hyundai’s gross negligence or willful misconduct. Without limiting the
generality of the foregoing, Hyundai shall be under no obligation to take any steps necessary to
preserve rights in the Collateral against any other parties but may do so at its option. All
reasonable expenses incurred in connection therewith shall be for the sole account of the Grantors, and
shall constitute part of the Secured Obligations
secured hereby.


          26.
Notices. All notices and other communications required or
desired to be served,


11






given or delivered hereunder shall be in writing and
shall be served, given or delivered as provided
with respect to any party hereto, in Section 14 of the Guaranty.


          27.
Amendments, Waivers and Consents. None of the terms or provisions of this Pledge
Agreement may be waived, altered, modified, or amended, and no consent to any departure by Grantor herefrom shall be effective,
except by or pursuant to an instrument in writing which is duly executed by Grantor and Hyundai. Any such waiver
shall be valid only to the extent set forth therein. A waiver by Hyundai of any
right or remedy under this Pledge Agreement on any one occasion shall
not be construed as a waiver of any right or remedy which Hyundai would otherwise have on any future occasion. No failure to
exercise or delay in exercising any
right, power, or privilege under this Pledge Agreement on the part of Hyundai shall operate as a waiver thereof; and no
single or partial exercise of any right, power or privilege under this Pledge Agreement shall preclude any other
or further exercise thereof or the
exercise of any other right, power or privilege.


          28.
Section Titles. The section titles herein are for convenience of
reference only, and shall not affect in any
way the interpretation of any of the provisions hereof.


          29.
Execution in Counterparts. This Pledge Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same agreement.


          30.
Receipt and Possession od
Collateral. Hyundai hereby
acknowledges that it has the
Collateral as set forth in Schedule A in its care and possession at the time of
the execution of this Pledge
Agreement. This Pledge Agreement shall also serve as a receipt for such Collateral.


	
   

  	
   

  
	
   

  	
  Grantor: Randolph M. Pentel

  
	
   

  	
  

  
	
   

  	
    

  
	
   

  	
  Randolph M. Pentel

  






	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Hyundai: Hyundai de Mexico, S.A. de C.V.

  	
   

  
	
   

  
	
   

  	
  By

  	
  

  	
   

  
	
   

  	
  


  	
   

  
	
   

  	
  Print Name:

  	
   HECTOR R. LOREDO VENEGAS

  	
   

  
	
   

  	
  Its LEGAL REPRESENTATIVE

  	
   

  



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Schedule A 


	
   

  	
   

  	
   

  
	
  Pledged
  Securities

  	
  No. of Shares

  	
  Certificate
  No.

  
	
   

  
	
  CapSource
  Financial, Inc.

  	
  1,009,637      

  	
  CPSF10097     

  
	
  Common stock

  	
   

  	
   

  



Restrictions
Relating to Pledged Securities:


	
   

  	
   

  
	
   

  	
  1.
  “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
  THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD,
  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
  REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS OR AN OPINION OF COUNSEL REASONABLY
  SATISFACTORY TO CAPSOURCE FINANCIAL,
  INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”

  
	
   

  	
   

  
	
   

  	
  2.
  “THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
  RESTRICTED UNDER THE TERMS OF A VOTING AGREEMENT AND IRREVOCABLE PROXY DATED
  MAY 1, 2006, A COPY OF WHICH
  IS ON FILE AT THE OFFICES OF THE CORPORATION.”

  



13






Schedule B


	
   

  	
   

  
	
   

  	
  Legal Name and
  address of Grantor:



  
	
   

  	
  Randolph M. Pentel 

  
	
   

  	
  815 Deer Trail Court 

  
	
   

  	
  St. Paul, MN 55118



  



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