ex101.htm


    Exhibit
10.1

     

    STOCK
PURCHASE AGREEMENT

    


    THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 1st day of
July, 2008, by and between WILLIAM GRANGER (“Seller”), GRANGER MORTGAGE
CORPORATION (“Granger Mortgage” or the “Corporation”) and MIRA LLC
("Buyer").

    


    W I T N E
S S E T H:

    


    WHEREAS,
Granger Mortgage Corporation , with principal offices located at 4800 26th
Street West, Bradenton, FL 34207  (“Granger Mortgage”) is a
corporation organized under the laws of the State Florida; and

    


    WHEREAS,
Seller owns all of the issued and outstanding shares of stock of Granger
Mortgage (the “Shares”); and

    


    WHEREAS,
Granger Mortgage is engaged in the mortgage brokering and lending of 1st and
2nd
mortgage loans business (such business being hereinafter referred to as the
“Business”);

    


    WHEREAS,
Seller desires to sell and transfer to Buyer, and Buyer desires to purchase and
acquire from Seller, the Seller’s Shares, upon the terms and conditions, and
subject to the limitations, set forth in this Agreement.

    


    NOW,
THEREFORE, in consideration of the premises and of the covenants made herein and
of the mutual benefits to be derived herefrom, the parties hereto, intending to
be legally bound, agree as follows:

    


    ARTICLE
1: PURCHASE AND SALE OF STOCK

    


    1.1 Sale and Purchase of the
Shares; First Closing. Subject to the terms and conditions of this
Agreement, at the First Closing, Seller shall sell, assign and transfer to Buyer
9% of the Shares and deliver to Buyer the stock certificate(s) representing all
of the Shares, with duly executed stock powers attached reasonably satisfactory
to Buyer in proper form for transfer, free and clear of all
encumbrances.  In consideration of Seller’s transfer of 9% of the
Shares to Buyer, Buyer agrees to pay to Seller Five Thousand Dollars ($5,000.00)
(the “First Purchase Price”).  Such First Purchase Price shall be paid
by Buyer upon execution of this Agreement by the delivery of a check in the full
amount of the First Purchase Price and Seller shall deliver a stock certificate
representing the Shares purchased and any other documents that are necessary to
transfer to Buyer good title to 9% of the Shares free and clear of any and all
liens, restrictions, security interest, security agreements, claims and
encumbrances (collectively referred to as “First Closing”).

    


    1.2 Sale and Purchase of the
Shares; Second Closing. Subject to the terms and conditions of this
Agreement, at the Second Closing, Seller shall sell, assign and transfer to
Buyer 91% of the Shares and deliver to Buyer the stock certificate(s)
representing all of the Shares, with duly executed stock powers attached
reasonably satisfactory to Buyer in proper form for transfer, free and clear of
all Encumbrances.  In consideration of Seller’s transfer of 91% of the
Shares to Buyer, Buyer agrees to pay to Seller Ten Thousand Dollars ($10,000.00)
(the “Second Purchase Price”),  payable in cash or certified funds.
Seller shall deliver a stock certificate representing the Shares purchased and
any other documents that are necessary to transfer to Buyer good title to 91% of
the Shares free and clear of any and all liens, restrictions, security interest,
security agreements, claims and encumbrances (collectively referred to as
“Second Closing”).  The Second Closing shall take place at 10:00 a.m.
local time at the offices of the Seller at Seller’s address first above written,
on such date as may be selected by Buyer, with written notice thereof to Seller,
upon satisfaction or waiver by Buyer, of all conditions to Buyer’s obligation to
close as more specifically set forth below (the “Second Closing
Date”).

     

     

     

    
      
        
        

      

      
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    ARTICLE
2: REPRESENTATIONS AND WARRANTIES OF SELLER

    


    As a
material inducement to Buyer to execute and perform its obligations hereunder,
Seller represents and warrants to Buyer as follows:

    


    2.1 Title to
Shares.  The Shares are owned by Seller free and clear of all
liens, claims, encumbrances and restrictions of every kind and Seller has the
complete and unrestricted right, power and authority to sell, transfer and
assign the Shares in accordance herewith.

    


    2.2 Organization.  The
Corporation is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Florida and has all requisite power and
authority to hold and own its assets and carry on its business as it is
presently being conducted.

    


    2.3 Capitalization.  The
Corporation is duly and lawfully authorized by its Articles of Incorporation, to
issue 50,000 shares of common stock, of which there are 100 shares validly
issued, outstanding, fully paid and nonassessable and the ownership of such
shares is as set forth on Schedule 2.3.  The Corporation is duly and
lawfully authorized by its Articles of Incorporation, to issue 100 shares of
Class A Preferred Stock, none of which  has been
issued.  The Corporation has no other class or series of authorized
capital stock. There are in existence no outstanding and binding agreements
granting any other person a right to acquire any of the Corporation's capital
stock.

    


    2.4 Authority.  Seller
has the full legal right, power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby to the extent required
hereby.

    


    2.5.
Governmental
Authorizations; Compliance with Laws.  Granger Mortgage
holds, in good standing, all Permits which are necessary to entitle Granger
Mortgage to own or lease, operate and use its assets and properties and to
conduct its Business as now conducted (the “Governmental Authorizations”), each
of which are set forth in Schedule 2.5. No notice has been given indicating that
Granger Mortgage is in violation of or is in default under: (a) any such Permit
or any Governmental Authorization; (b) any judgment, order or decree of any
court or administrative agency applicable to Granger Mortgage, the Business or
its assets; or (c) any law, rule or regulation applicable to Granger Mortgage,
the Business or its assets.  As used herein such
Permits  shall mean all governmental licenses, permits, franchises,
approvals, permits and other authorizations of all Governmental Authorities
which are necessary to own, lease and operate the Business and to enable Granger
Mortgage to carry on its Business as presently conducted.  All Permits
held by Granger Mortgage are in full force and effect.  Any
applications for the renewal of any such Permit which are due prior to the
Second Closing Date have been timely made or filed by Granger Mortgage prior to
the Second Closing Date.  Granger Mortgage has not received notice of
any proceeding for suspension or revocation of, or similar proceedings with
respect to, any such Permit and no fact or circumstance exists that could form
the basis for any such proceedings.  No jurisdiction has demanded or
requested that Granger Mortgage qualify or become licensed as a foreign
corporation.  Prior to Second Closing, Seller shall obtain all
necessary governmental consents and permissions from each state or governmental
agencies or license exemptions and/or registrations listed on Schedule 2.5 to
continue conducting Business after Second Closing in all such states under its
current licensing and other approvals or license exemptions and/or registrations
required for Granger Mortgage to be able to function in each such state as a
duly licensed residential mortgage lender, and also as a duly licensed
residential mortgage broker in each state and as a HUD approved lender in which
Granger Mortgage is currently licensed or approved as such.  The
necessary pre-Closing governmental consents and permissions from each state to
assure that current licensing and other approvals continues without interruption
after the Second Closing are referred to collectively as the
“Licensing”.  Seller shall cause Seller, Corporation, Corporation’s
current officers and directors and shareholder, Buyer and all new officers or
directors to cooperate as reasonably necessary to aid in the procurement of the
Licensing, and shall also exert their best good faith efforts to obtain such
cooperation from others as required. The Licensing shall take into account the
fact that :

     

     

     

    
      
        
        

      

      
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    (a) Buyer
is to become the 100% shareholder of Granger Mortgage;

    


    (b) The
new officers and directors of Granger Mortgage shall be elected immediately upon
Second Closing and their names and positions are listed on Exhibit
A;

    


    (c) Buyer
and all new officers or directors shall cooperate as reasonably necessary to aid
in the procurement of the Licensing, and shall also exert their best good faith
efforts to obtain such cooperation from others.

    


    2.6 Litigation.

    


    (a) The Corporation is not a party to any litigation,
proceeding or administrative action or
investigation and none is pending or
threatened against the Corporation; 

    


    (b) There is no outstanding order, writ, injunction or
decree of any court, government, governmental authority or arbitration against
or affecting the Corporation; 

    


    (c) There is no basis for any such litigation,
proceeding or investigation which is reasonably likely to commence and which is
reasonably likely to have an adverse effect, financial or otherwise, on the
Corporation;

    


    (d) Neither the Corporation nor
Seller have received written notice of any claim in respect of a violation of
any laws or regulations with respect to the Corporation;
and

    


    (e) There is no litigation, proceeding, or
administrative investigation pending or threatened against, or in any manner
affecting, the Seller or the Corporation
that seeks to prevent, or, if successful,
would prevent, the Seller or the Corporation from
consummating the transactions contemplated by this
Agreement.

    


    2.7 Financial
Statements.  Any and all
financial statements and other financial information provided to or made
available to Buyer by the Seller (the “Financial Statements”), is true, complete
and accurate and fairly present the financial condition and results of the
Corporation, its business and operations, all in accordance with accounting
principles, applied  on a consistent basis, which differences, if any,
from generally accepted accounting principles would not have a material adverse
affect on presentation of the Financial Statements or the financial condition of
the Corporation.

    


    2.8
Liabilities

    


    (a) The Corporation
is not in violation of any order, judgment,
injunction, award or decree binding upon it.

    


    (b) Except as set forth on Schedule 2.8 hereto, the
Corporation has no liabilities, debts, or other obligations as of
the date of this Agreement, and there are no pending, threatened, conditional or
contingent liabilities or claims against the Corporation as of
the date of this Agreement.

    


    (c) Except as set forth on Schedule 2.8, which is
attached to this Agreement, the Corporation
will have no liabilities, debts, or other
obligations on the Closing Date, and there will be no pending, threatened,
conditional, or contingent liabilities or claims against the Corporation on the
Closing Date.

    


    (d) There are no outstanding citations, fees, fines or
penalties that have been imposed or asserted against the Corporation.

    


    2.9 Tax Matters.  For purposes of this Agreement, the term
“Taxes” shall mean  all taxes, including but not limited to all
federal, state, local, or foreign income taxes, employment  taxes,
sales taxes, use taxes, occupation taxes, excise taxes, real property taxes,
personal property taxes, transfer taxes, estimated taxes, franchise taxes,
payroll taxes, employment taxes, withholding taxes, gross receipts taxes, ad
valorem taxes or other taxes, including all related interest and
penalties.

     

     

     

    
      
        
        

      

      
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    (a) All Taxes (as defined in this Section 2.9) due and
payable by the Corporation have been duly and timely paid, and all reports and
returns for such Taxes have been duly and timely filed;

    


    (b) All returns and reports for Taxes that have been
filed by the Corporation are, in all material respects, true, correct and
complete, and accurately reflect the amount of tax liability for such
period;

    


    (c) The
Corporation is not, and will not become, subject to any additional
Taxes as a result of the failure prior to Closing to file timely or accurately,
as required by any applicable laws, any such return or report or prior to
Closing to pay timely any amount shown to be due thereon, including, without
limitation, any such Taxes resulting from the obtaining of an extension of time
to file any return or to pay any Taxes;

    


    (d) No assessments or notices of deficiency or other
communications have been received by the Corporation or the Seller with respect
to any such return or report for Corporation Taxes which have not been paid or
discharged, and no amendments or applications for refund have been filed or are
planned with respect to any such return or report;

    (e) There are no agreements between the Corporation and
any regulatory authority waiving or extending any statute of limitations with
respect to any return or report for Taxes, and the Corporation has not filed any
consent or election related to any Taxes that has not been disclosed to the
Buyer; and

    


    (f) No tax liens are in effect and no formal claims have
been made or asserted as a lien against the Corporation by the United States
Government; any state; any city, county, or other local government; or foreign
country for any Tax, except such as have been paid (including any interest
and/or penalties).

    


    2.10 Labor Matters.  Except as set forth on Schedule 2.10, which
is attached to this Agreement, the Corporation does not maintain, sponsor, or
contribute to any plans in effect for pension, profit-sharing, deferred
compensation, severance pay, bonuses, stock options, stock purchases, or any
other retirement or deferred benefit, or for any health, accident or other
welfare plan, or any other employee or retired employee benefit plan, program,
contract or arrangement in which any employee, former employee or beneficiary of
any of these, of the Corporation is entitled to participate.  The
plans, programs, contracts, understandings, and arrangements listed on Schedule
2.10, which is attached to this Agreement, pursuant to this Section 2.10 are
hereinafter referred to as the “Employee Benefit Plans.”  The
Corporation has supplied the Buyer with complete and accurate copies of each
such Employee Benefit Plan.  Each Employee Benefit Plan has been
operated in material compliance with its terms and applicable
law.

    


    (a) The Corporation has no employment agreements or
contracts, either written or oral, with any employee of the Corporation, except
as described on Schedule 2.10, which is attached to this
Agreement.

    


    (b) The Corporation has withheld or collected all taxes
required to be withheld or collected from its employees and has paid such taxes
when due and there have been no controversies, grievances, or claims by any
current or former employees or their beneficiaries with respect to employment or
benefits, including discrimination, harassment, or workers’ compensation
claims.  There is no union representation of any of the Corporation’s
employees.  There have been no immigration law violations by the
Corporation.  

    


    (c) The Corporation has, or will have as of Closing,
complied with all of its responsibilities, obligations, and liabilities
(including but not limited to its notice or continuation of coverage
responsibilities) under Section 4980B or Part 6 of Title 1 of the Employee
Retirement Income Security Act of 1974, as amended (“COBRA”), which arises on or
before the Closing Date. 

    


    2.11 Disclosure

    


    (a) General.  No representation or warranty or
other statement made by Seller in this Agreement or any documents delivered
pursuant hereto contains any untrue statement or omits to state a material fact
necessary to make any of them, in light of the circumstances in which it was
made, not misleading.

     

     

    
      
        
        

      

      
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    (b) Business.  Seller does not have knowledge
of any fact that has specific application to Corporation (other than general
economic or industry conditions), which may materially adversely affect the
Corporation that has not been set forth in this Agreement.

    


    2.12
Broker.  The
Seller has not retainer any broker or finder in connection with any transaction
contemplated by this Agreement.  Buyer shall not be obligated to pay
any fee or commission associated with the retention or engagement by the Seller
of any broker or finder in connection with any transaction contemplated by this
Agreement.

    


    ARTICLE
3: REPRESENTATIONS AND WARRANTIES OF BUYER

    


    As a
material inducement to Seller to execute and perform its obligations hereunder,
Buyer hereby represents and warrants to Seller as follows:

    


    3.1 Authority. Buyer has
all the full legal right, power and authority to enter in to this Agreement to
consummate the transactions contemplated hereby to the extent required
hereby.

    


    3.2 Investment Intent.
The Buyer is purchasing the Shares for its own account, with the intention of
holding the Shares with no present intention of dividing or allowing others to
participate in this investment or of reselling or otherwise participating,
directly or indirectly, in a distribution of the Shares, and shall not make any
sale, transfer, or pledge thereof without registration under the Securities Act
of 1933 and any applicable securities laws of any state or unless an exemption
from registration is available under those laws.

    


    3.3 Restrictive Legend.
The Buyer acknowledges that the certificates for the Shares which the Buyer will
receive will contain a legend substantially as follows:

    


    THE
SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW
TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A
SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND
UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AS AMENDED, OR
EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER SUCH ACT.

    


    3.4 Accredited Investor.
The undersigned represents that it is an “accredited investor” as that term is
defined under the Securities Act of 1933.

    


    ARTICLE
4 : INDEMNIFICATION

    


    Indemnification.  The
following indemnification provisions shall apply to this Agreement:

    


    (a) Seller’s
Indemnification.  From and after the date of this Agreement,
the shareholders of Seller shall indemnify, protect, defend, and hold harmless
Buyer, his successors and assigns, from against, and in respect of any and all
claims, losses, damages, injuries, and liabilities arising from or on account of
Seller’s operation, Seller’s ownership of the Corporation or any debts of the
Corporation to any third party arising by reason of actions or inactions on
Seller’s part that accrued prior to the date hereof or arising out of or related
to or in connection in any manner with, any misrepresentation or breach of any
covenant, representation, warranty or agreement of the Seller contained in this
Agreement, including any attorneys’ fees and related costs and expenses incurred
in connection with any of the foregoing.

     

     

     

    
      
        
        

      

      
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    ARTICLE
5: SELLERS COVENANTS

    


    5.1 Retention of
Granger.   On the Second Closing Date, Granger Mortgage
and  Seller will enter into an Employment Agreement substantially in
the form of “Exhibit B”  attached hereto (the “Employment
Agreement”).  Pursuant to such Employment Agreement, Granger shall
agree to be a full-time employee of Granger Mortgage for a term of at least 18
months from the Second Closing Date

    


    5.2 Pre-Second Closing
Employment Obligations.   All obligations of Granger
Mortgage under or in connection with its employees arising in respect of any
period prior to the Second Closing Date shall be performed and discharged by
Seller and Seller shall, jointly and severally, indemnify Granger Mortgage and
Buyer from and against any and all actions, proceedings, costs, claims,
expenses, demands, awards, fines, orders and liabilities whatsoever relating to
the employment of such employees (including, without limitation, insurance and
pension contributions, reporting of taxable income, incentive pay, other
employment payments that have been earned or accrued but not paid and any
liability to pay accrued vacation pay and unused paid time off).

    


    5.3 Agent Arrangements,
Etc.  As a condition of the Second Closing, Granger Mortgage
will have entered into agent, broker or other similar arrangements with such of
Granger Mortgage’s brokers, agents and sub-agents as Buyer elects, on terms
satisfactory to Buyer, including provisions of Buyer to assign its interest in
such agreements to carriers and others. Buyer shall have received such
assurances as are necessary for Buyer to conclude, in its sole discretion, that
Granger Mortgage will have no liability in connection with Seller’ or Granger
Mortgage’s current arrangement and agreements with its brokers, agents and
sub-agents.

    


    5.4 Non-Compete Agreements;
Nondisclosure.

    


    5.4.1 On
or prior to the Second Closing Date, Seller shall each enter into a Non-Compete
Agreement with Granger Mortgage and Buyer (the “Non-Compete Agreement”),
substantially in the form of “Exhibit C” hereto, pursuant to which Seller agrees
that for three years from the later of the Second Closing Date or the last day
of services performed by such Seller on behalf of Granger Mortgage, Buyer or any
of their respective affiliates and subsidiaries, such Seller will not, without
Buyer’s prior written consent, directly or indirectly own, have an interest in,
operate, join, control, or participate in, or be connected with as an officer,
employee, partner, member, stockholder, consultant, agent, advisor or otherwise
with, any business similar to the Business presently conducted by Granger
Mortgage, and it will not in any such manner directly or indirectly compete
with, or become interested in any competitor of the Business or any other
business in which Granger Mortgage, Buyer or any of their respective affiliates
and subsidiaries engages.

    


    5.4.2
Seller acknowledges that there are certain Proprietary Rights that Granger
Mortgage has used exclusively in the Business and that have commercial value in
the Business and accordingly have been treated by Granger Mortgage as
confidential.  All such information (collectively, the “Confidential
Information”) shall be kept confidential by Seller as provided
below.  Seller agrees that on and after the Second Closing Date, it
will keep in strictest confidence and trust all Confidential Information and
will not, without Buyer’s prior written consent, use or disclose any
Confidential Information, except to the extent (i) necessary to comply with
any legal requirements in connection with Seller’s ownership or operation of the
Business on or prior to the Second Closing Date, such as the filing of income
tax returns or reports, or (ii) Seller becomes legally compelled (e.g., by
interrogatories, request for information or documents, subpoena, civil
investigative demand or similar process) to disclose any of the Confidential
Information, in which case, Seller will provide Buyer with prompt written notice
so that Buyer may seek a protective order or other appropriate remedy and/or
waive compliance with the provisions of this Section 5.4.  If such
protective order or other remedy is not obtained or Buyer waives compliance with
the provisions of this Section 5.4, Seller will furnish only that portion of the
Confidential Information which is legally required.

    


    5.4.3
Seller acknowledges that it may obtain information of Buyer and its Business.
Seller shall hold such information (including, but not limited to the fact that
the information exists or has been made available) in strict confidence and
shall neither disclose any of such information nor use such information for any
purpose other than as contemplated pursuant to this Agreement.

     

     

    
      
        
        

      

      
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    5.4.4
Conduct of Business Prior to Second Closing.  Except as otherwise
expressly contemplated by this Agreement, during the period from the date of
this Agreement to the Second Closing Date, Granger Mortgage shall, and Seller
shall cause Granger Mortgage to, conduct its operations only according to the
Ordinary Course, to preserve intact its business organizations, to keep
available the services of its key employees and maintain satisfactory a
relationship with material licensors, agents, solicitors, suppliers,
distributors, customers, landlords, employees and others having business
relationships with it.  Notwithstanding the immediately preceding
sentence, prior to the Second Closing Date, Granger Mortgage shall, and Seller
shall cause Granger Mortgage to: (a) refrain from entering into and/or
amending any contract except contracts in the Ordinary Course, (b) refrain from
accelerating, terminating, modifying, or canceling any agreement, contract,
lease, or license (or series of related agreements, contracts, leases, and
licenses) to which Granger Mortgage is a party or by which it is bound, except
in the Ordinary Course; (c) refrain from canceling or waiving any claim or right
of substantial value, (d) refrain from issuing or selling any shares of capital
stock or any other securities, or issuing any securities convertible into or
exchangeable for, or options, warrants or rights to purchase or subscribe to, or
entering into any Contract with respect to the issue and sale of, any interest
in itself or any other securities, or making any other changes in its capital
structure, (e) refrain from selling, leasing or otherwise disposing of any
material asset or property, (f) refrain from writing off as uncollectible any
notes or accounts receivable, (g) to the extent not included in clauses (a)
through (f) above, refrain from taking any of the actions described in Section
3.1.14 and (h) refrain from agreeing in writing, or otherwise, to do any of the
foregoing. Promptly after execution of this Agreement, Seller and the
Corp[oration shall take all steps necessary to register in the State of Florida
and such other states as Buyer my direct the tradename of MIRA Financial as a
d/b/a/ of the Corporation  

    


    5.5 Exclusive
Dealing.  During the period from the date of this Agreement to
the Second Closing Date, Granger Mortgage shall not, and Seller shall not cause
Granger Mortgage to, directly or indirectly (a) offer to sell any material
assets, in whole or in part, or offer to enter into any transaction similar to
any other aspect of the transactions contemplated herein or offer to sell any
securities of Seller or Granger Mortgage, (b) agree to sell any material asset,
in whole or in part, to, or agree to enter into any transaction similar to any
other aspect of the transactions contemplated herein with any Person or agree to
sell any securities of either Seller or Granger Mortgage, (c) make or assist
anyone else in making any proposal to purchase the assets of Granger Mortgage or
to enter into any transaction similar to any other aspect of the transactions
contemplated herein or purchase any securities of either Seller or Granger
Mortgage, (d) encourage, solicit or initiate discussions or negotiations with or
provide any information to, any Person concerning any merger, consolidation,
sale of assets, sale of securities or acquisition of beneficial ownership of any
stock of either Seller or Granger Mortgage or any transaction similar to any
other aspect of the transactions contemplated herein, or (e) otherwise take any
action which would prejudice the ability of Buyer to complete the transactions
contemplated herein.  In the event either Seller is contacted by any
Person relating to the sale of the assets of Granger Mortgage, in whole or in
part, the sale of any securities of Seller or Granger Mortgage, in whole or in
part, or any transaction similar to any other aspect of the transactions
contemplated herein, Seller shall immediately provide written notice to Buyer of
the foregoing, identifying, with specificity, the nature of such
contact.

    


    5.6 Non-Encumbrance of Real
Estate.  Seller shall not, for a period of two years following
the date hereof, sell, transfer beneficial ownership to, grant an equitable
interest in, pledge, mortgage, hypothocate, or otherwise encumber any asset of
the Company.  Buyer shall have the right for a two year period, or as
long as the original property is owned by the Seller, to substitute other real
property, cash, securities, or other assets that have a fair market value of at
least the then current fair market value of the contributed real
property.

    


    5.7 Provision of Financial
Statements.  Each month following the date hereof, Seller shall
provide Buyer with the monthly unaudited financial statements of Seller and
shall provide Buyer with any audited financial statements of Seller within 10
days following preparation of such statements.  Buyer, in Buyer’s sole
discretion, may determine at any time that the financial condition of Seller is
insufficient and may, in Buyer’s sole discretion, rescind this Agreement upon 5
days notice to Seller.

    


    5.Intentionally
left blank.

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    8 Transferability.  Buyer
has the right to transfer all rights of Buyer pursuant to this Stock Purchase
Agreement to any other parties, individual, or corporate or to any other legal
entity without the necessity of obtaining consent from Seller and Seller agrees
to honor such transfer and all the rights, title and interests that transfer to
any other parties, individual, or corporate or to any other legal
entity.

    


    ARTICLE
VI: CONDITIONS PRECEDENT

    


    6.1 Conditions to Obligation of
Buyer.  The obligation of Buyer under this Agreement to
purchase the Stock is subject to the fulfillment, at or prior to the Second
Closing, of each of the following conditions, each of which may be waived in
whole or in part by Buyer in its sole discretion, provided the failure of any
condition to be satisfied is not the result of Buyer’s breach or default
hereunder:

    


    6.1.1
Representations;
Performance. The representations and warranties of Seller contained
herein shall be true in all respects on the Second Closing
Date.  Seller shall have duly performed and complied in all respects
with all agreements and conditions required by this Agreement to be performed or
complied with by them prior to or at the Second Closing.  Seller shall
have delivered to Buyer a certificate, dated the Second Closing Date, to the
effect set forth above in this Section 6.1.1.

    


    6.1.2
Opinion of Counsel.
Unless waived by Buyer, Buyer shall have received a favorable opinion, addressed
to Buyer and dated the Second Closing Date, of counsel to Seller.

    


    6.1.3
Certain Approvals. All
consents required to be obtained by Seller to consummate the transactions
contemplated herein shall have been obtained and Buyer shall have obtained all
licenses, permits or consents necessary to consummate the transactions
contemplated herein and for Buyer and to engage in the Business in the manner
and locations in which it is currently conducting, including but not limited to
the Permits. Prior to Second Closing, Seller shall obtain all necessary
governmental consents and permissions from each state listed on Schedule 2.5 to
continue the Permits and conducting Business after Second Closing in all such
states under its current licensing and other approvals, including HUD
approval,  required for Granger Mortgage to be able to function in
each such state as a duly licensed residential mortgage lender, and also as a
duly licensed residential mortgage broker in each state in which Granger
Mortgage is currently licensed or exempt as such.

    


    6.1.4
No Proceeding or
Litigation. No claim, action, suit, arbitration, investigation or other
formal proceeding shall be pending or threatened on or before the Second Closing
Date which (i) seeks to enjoin, restrain or prohibit the transactions
contemplated by this Agreement or impose limitations on the ability of Buyer to
exercise full rights of ownership of the Stock, or (ii) could have an adverse
effect on the Business or the transactions contemplated by this
Agreement.

    


    6.1.5
No Material Adverse
Change. There shall have been no adverse change in the business or
financial condition of Granger Mortgage or its assets or Business.

    


    6.1.6 Stock and Documents Delivered by
Seller. Buyer shall have received at the Second Closing originally
executed copies of the following documents required to be delivered to Buyer by
Seller, at the Second Closing as provided herein:

    


    (a) Stock
certificate and stock power;

    


    (b) the
Non-Compete Agreements;

    


    (c) the
Employment Agreements;

    


    (d)
Opinion of Seller’ counsel;

    


    (e) The
certificate of incorporation (or equivalent charter document) of Granger
Mortgage certified as of the most recent practicable date by the Secretary of
State of the jurisdiction of Granger Mortgage’s organization;

    


    (f) A
Certificate of the Secretary of State of the jurisdiction of Granger Mortgage’s
formation as to the good standing as of the most recent practicable date of
Granger Mortgage in such jurisdiction (but in any event dated not more than five
(5) Business Days prior to the Second Closing Date);

    


    (g) A
certificate of the Secretary of Granger Mortgage certifying as to the bylaws (or
equivalent organization document) of Granger Mortgage;

    


    (h) A
certificate of the Secretary of Granger Mortgage certifying as to the incumbency
of officers of Granger Mortgage executing documents executed and delivered in
connection herewith;

    


    (i)
Written resignations of the directors and officers of Granger
Mortgage;

    


    (j)
Original corporate record books and stock record books of Granger
Mortgage;

    


    (k) all
other documents and items as may be reasonably required by Buyer to be delivered
by Seller to validly transfer title to the Stock to Buyer and to otherwise
consummate the transactions contemplated by this Agreement.

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
 

    6.1.7
Due Diligence Review.
Buyer shall be satisfied with its due diligence review of Granger Mortgage, in
its sole and absolute discretion.

    


    6.1.8
Licensing Issues. All
applicable consents of, notices to and approvals of any and all State banking
agencies shall have been obtained or made.

    


    6.1.9
Operating Agreement.
Seller shall have agreed to be bound by the terms of Buyer’s Operating Agreement
by written instrument in form and substance acceptable to Buyer.

    


    6.2 Conditions to Obligation of
Seller. The obligation of Seller under this Agreement to sell the Stock
is subject to the fulfillment, at or prior to the Second Closing, of each of the
following conditions, each of which may be waived in whole or in part by Seller
in their sole discretion:

    


    6.2.1
Representations;
Performance.The representations and warranties of Buyer contained herein
hereof shall be true in all respects on and as of the Second Closing
Date.  Buyer shall have duly performed and complied in all respects
with all agreements and conditions required by this Agreement to be performed or
complied with by it prior to or at the Second Closing.  Buyer shall
have delivered to Seller a certificate of Buyer, dated the Second Closing Date,
to the effect set forth above in this Section 6.2.1.

    


    6.2.2
Certain Approvals. All
Consents required to be obtained by Buyer to consummate the transactions
contemplated herein shall have been obtained.

    


    6.2.3
No Proceeding or Litigation.
No injunction or order of any court or administrative agency of competent
jurisdiction shall be in effect and no actions by any public or governmental
authority seeking any such injunction or order shall be pending as of the Second
Closing Date that restrains or prohibits the purchase and sale of the Stock or
any other action to be taken in connection with the transactions contemplated by
this Agreement.

    


    6.2.4
Documents to Be Delivered by
Buyer. Seller shall have received at the Second Closing originally
executed copies of the following required to be delivered to Seller by Buyer at
the Second Closing as provided herein.

    


    6.3 Conditions of all
Parties.  The obligation of each of the parties to consummate
the transactions contemplated hereby is subject to the satisfaction or waiver by
such party on or before the Second Closing, of the following conditions
precedent:

    


    6.3.1
Injunction.  No
preliminary or permanent in­junc­tion or other
order shall have been issued by any court or by any Governmental Authority which
prohibits or restrains the consummation of the transactions contemplated by this
Agreement and the other agreements to be entered into pursuant to this Agreement
and which is in effect on the Second Closing Date.

    


    6.3.2
Statutes; Governmental
Approvals.  No statute, rule, regulation, exe­cu­tive order,
decree or order of any kind shall have been enacted, entered, promulgated or
enforced by any court or other Governmental Authority which prohibits the
con­summation of
the transactions contemplated by this Agreement; all governmental and other
consents and approvals necessary to permit the consummation of the transactions
contemplated by this Agreement shall have been received; and any waiting period
(and any extension thereof) in connection with the foregoing shall have expired
or been terminated.

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
 

    6.3.3
No
Litigation.  As of the Second Closing Date, no action or
proceed­ings shall
have been threatened or instituted before a court or other Governmental
Authority challenging the legality of the transactions contemplated by this
Agreement and the other agreements contemplated herein, or restraining or
prohibiting the consummation of the transactions contemplated by this Agreement
and the other agreements contemplated herein.

    


    ARTICLE
7: GENERAL

    


    7.1Survival of
Representations, Warranties and Covenants.  The
representations, warranties and covenants contained in and made pursuant hereto
shall survive the execution and delivery hereof, and the closing for a period of
seven years.

    


    7.2
Disputes.  If any litigation occurs between the parties as a
result of this Agreement or any other documents executed in connection herewith,
the prevailing party shall be entitled to recover attorneys’ fees incurred and
all related costs and expenses.

    


    7.3 Notices.  Any
notice or other communication required or permitted hereunder shall be delivered
personally or sent by registered or certified mail, postage prepaid, addressed
as follows:

     

    
      	If to
      Seller: 	Granger Mortgage
      Corporation
	 	4800 26th Street
      West
	 	Bradenton, FL
      34207
	 	 
	 	 
	 	 
	If to
      Buyer: 	MIRA
LLC
	 	PO Box
    38772
	 	Colorado Springs, CO
      80937-8772


    

     

    


    or at
such other address as shall be furnished in writing by any party to the others,
and shall be deemed to have been given as of the date so delivered or deposited
in the United States mail postage paid, as the case may be.

    


    7.4 Parties In
Interest.  The terms and provisions hereof shall be binding
upon and inure to the benefit of, and be enforceable by, Seller and Buyer and
their permitted successors and assigns.

    


    7.5 Choice of
Law.  The laws of the State of Nevada should govern the
validity and interpretation hereof, and determination of the rights and duties
of the parties.

    


    7.6 No Construction Against
Draftsman.  This instrument shall not be construed more
strongly against a party because of such party's participation in the drafting
and preparation hereof.

    


    7.7 Amendment and
Waiver.  This instrument may be amended or modified at any time
and in all respects, or any provisions may be waived, only by an instrument in
writing executed by Buyers and Seller, or either of them in the case of a
waiver.

    


    7.8 Entire
Agreement.  This Agreement and all exhibits hereto constitute
the entire agreement between the parties hereto, and there are no agreements,
understandings, restrictions, warranties or representations between the parties
other than those set forth herein or herein provided for, which may be replied
upon.

    


    7.9 Headings.  Headings
contained herein are for reference purposes only and shall not affect in any way
the meaning or interpretation hereof.

    


    7.10
Gender and
Number.  All personal pronouns used herein shall include the
other genders whether used in the masculine or feminine or neuter gender, and
the singular shall include the plural whenever and as often as may be
appropriate.

    


    7.11
Counterparts.  This
instrument may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute but one and the
same instrument.

    


    


    [Signature
Page to Follow]

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

     

     

    IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
and delivered as of the date first above written.

     

     

    


     

    
      	SELLER:	 	 
	 	 	 
	/s/ William
      Granger	 	 
	William
      Granger	 	 
	 	 	 
	 	 	 
	GRANGER MORTGAGE
      CORPORATION	 	 
	 	 	 
	/s/ William
      Granger	 	 
	William Granger,
      President	 	 
	 	 	 
	 	 	 
	BUYER:	 	 
	 	 	 
	MIRA LLC	 	 
	 	 	 
	/s/ Peter E.
      Gadkowski	 	 
	Name: Peter E.
      Gadkowski	 	 
	Title:
      Co-Manager	 	 


    

     

               

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


     

     

    


     

     

     

    


    


    


    


    Schedule
2.3

    Share
Ownership

    


    William
Granger 100 shares of common stock

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    SCHEDULE
2.5

    Licensure-Permits

    


    


    
      	
              State

            	
              License
      Type

            	
              License
      No.

            
	
              AL

            	
              Consumer
      Credit

            	
              MC
      20496

            
	
              CA

            	
              California
      Finance Lender

            	
              603
      C181

            
	
              CT

            	
              First
      Mortgage Corr. Lender/Broker

            	
              20262

            
	
              CT

            	
              Second
      Mortgage Corr. Lender/Broker

            	
              20429

            
	
              FL

            	
              Mortgage
      Lender

            	
              ML
      0700795

            
	
              GA

            	
              Mortgage
      Lender

            	
              20032

            
	
              HI

            	
              Exempt
      Foreign Lender

            	
              EXEMPT

            
	
              IL

            	
              Mortgage
      Banker

            	
              MB6760375

            
	
              IN

            	
              First
      Mortgage Lender Exempt

            	
              Not
      Req'd

            
	
              KS

            	
              Mortgage
      Company

            	
              2007-5281

            
	
              KY

            	
              Mortgage
      Broker

            	
              MB20417

            
	
              MA

            	
              Mortgage
      Lender

            	
              ML2801

            
	
              MD

            	
              Mortgage
      Lender

            	
              12531

            
	
              MO

            	
              HUD
      Exempt Lender

            	
              F00617137

            
	
              NC

            	
              Mortgage
      Lender

            	
              L-129104

            
	
              NH

            	
              Mortgage
      Banker

            	
              13575-MB

            
	
              NM

            	
              Mortgage
      Company

            	
              3400

            
	
              OK

            	
              Supervised
      Lender

            	
              SL007214

            
	
              OR

            	
              Mortgage
      Lender

            	
              ML-4583

            
	
              SC

            	
              First
      Mortgage Lender Exempt

            	
              EXEMPT

            
	
              TX

            	
              Mortgage
      Broker

            	
              53659

            
	
              VA

            	
              Mortgage
      Lender & Broker

            	
              MLB-1141

            


    

    


    


    


    California

    Connecticut

    Florida

    Georgia

    Illinois

    Indiana

    Kansas

    Kentucky

    Maryland

    Massachusetts

    Minnesota

    Missouri

    New
Hampshire

    New
Mexico

    North
Carolina

    Oregon

    South
Carolina

    Tennessee

    Texas

    Virginia

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    SCHEDULE
2.8

    Liabilities

    


    


    None

     

     

     

     

    


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    SCHEDULE
2.10

    Labor
Matters

    


    None

     

     

     

     

     

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    
 

    EXHIBIT
A

    Officers
and Directors

     

    
    

     

    
      	Director, President
      and Chief Executive Officer 	 	William
      Granger
	 	 	 
	Chairman	 	Peter
      Gadkowski
	 	 	 
	Director	 	Jonathan
      Roylance
	 	 	 
	Director    	 	Robert
      Kendrick
	 	 	 
	Secretary,
      Treasurer, and Chief Financial Officer 	 	David
    Meyers
	 	 	 
	Chief Operating
      Officer  	 	Peter
  Basil


    

     

     

     

    


                                                                                                                                             

                                                                                                    

                                                                                                    

                                                                                                

                                                                                                                                   

                                                                                                             

    


     

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    EXHIBIT
B

    


    


    Employment
Agreement.

     

     

     

     

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

     

    
 

    EXHIBIT
C

    


    Noncompete

     

     

     

     

     

     

    18