**Exhibit 10.30**

 

 

 

AGREEMENT OF SALE OF COMMON STOCK OF

GRANITE EXCHANGE, INC.

 

 

dated February 24, 2006

 

Among

 

Lonnie Nielson

Rob Awalt

Justin Swift

 

**Sellers**

 

and

 

The Bank Holdings

 

**Purchaser**

 

 

 

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**TABLE OF CONTENTS**

 
| 1.     | DEFINITIONS                                  | 4                                            |
|--------|----------------------------------------------|----------------------------------------------|
|   |                                         |                                         |   |
| 2.     | AGREEMENT TO  SELL                           | 5                                            |
|   |                                         |                                         |   |
|   | 2.1                                          | Agreement to  Sell                           | 5 |
|   | 2.2                                          | Purchase  Price                              | 5 |
|   | 2.3                                          | Purchase  Price Adjustment                   | 6 |
|   | 2.4                                          | Acceptable  Funds                            | 7 |
|   | 2.5                                          | The  Closing                            | 7 |
|   | 2.6                                          | Closing  Documents                           | 7 |
|   | 2.7                                          | Buy/sell  Agreement                          | 7 |
|   |                                         |                                         |   |
| 3.     | REPRESENTATIONS  AND WARRANTIES OF SELLERS   | 8                                            |
|   |                                         |                                         |   |
|   | 3.1                                          | Power and  Authority                         | 8 |
|   | 3.2                                          | Ownership of  Shares                         | 8 |
|   | 3.3                                          | No  Agreements                               | 8 |
|   |                                         |                                         |   |
| 4.     | REPRESENTATIONS  AND WARRANTIES OF PURCHASER | 8                                            |
|   |                                         |                                         |   |
|   | 4.1                                          | Power and  Authority                         | 8 |
|   | 4.2                                          | Government  Approval                         | 8 |
|   | 4.3                                          | Legal  Proceedings                           | 9 |
|   |                                         |                                         |   |
| 5.     | CONDUCT OF  BUSINESS                         | 9                                            |
|   |                                         |                                         |   |
|   | 5.1                                          | Conduct of  Business                         | 9 |
|   | 5.2                                          | Goodwill                                     | 9 |
|   | 5.3                                          | Employees                                    | 9 |
|   | 5.4                                          | Accounting  Policies and Procedures          | 9 |
|   | 5.5                                          | Books and  Records                           | 9 |
|   |                                         |                                         |   |
| 6.     | CONDITIONS  PRECEDENT TO CLOSING             | 9                                            |
|   |                                         |                                         |   |
|   | 6.1                                          | Conditions  to the Parties’ Obligations | 9 |
|   |                                         |                                         |   |
| 7      | TERMINATION,  AMENDMENTS AND WAIVERS         | 10                                           |

 

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|   | 7.1                 | Termination                                 | 10     |
|--------|---------------------|---------------------------------------------|--------|
|   | 7.2                 | Amendment                                   | 10     |
|   | 7.3                 | Waiver                                      | 10     |
|   | 7.4                 | Liquidated  Damages; Cancellation Fee       | 10     |
|   | 7.5                 | Indemnification                             | 10     |
|   | 7.6                 | Brokerage                                   | 10     |
|   | 7.7                 | Further  Assurances                         | 11     |
|   |                |                                        |   |
| 8.     | GENERAL  PROVISIONS | 11                                          |
|   |                |                                        |   |
|   | 8.1                 | Survival of  Representations and Warranties | 11     |
|   | 8.2                 | No Other  Representations                   | 11     |
|   | 8.3                 | Notices                                     | 11     |
|   | 8.4                 | Counterparts                                | 12     |
|   | 8.5                 | Entire  Agreement/No Third Party Rights     | 12     |
|   | 8.6                 | Assignment                                  | 12     |
|   | 8.7                 | Governing  Law                              | 12     |
|   | 8.8                 | Headings/Table  of Contents                 | 12     |
|   | 8.9                 | Enforcement  of Agreement                   | 12     |
|   | 8.10                | Severability                                | 12     |
|   | 8.11                | Arbitration                                 | 13     |

 

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**AGREEMENT OF SALE**

 

**AGREEMENTOF SALE**, made as of February 24, 2006, among LonnieNielson, Rob Awalt, and Justin Swift, (collectively hereinafter referred to as“Sellers”), and The Bank Holdings, A Nevada Corporation, (“Purchaser”).

 

**W I T N E S S E T H:**

 

**WHEREAS**,Purchaser desires to acquire, and Sellers desire to sell, the shares of commonstock of Granite Exchange, Inc., upon the terms and conditions hereinafter set forth,and

 

**WHEREAS**,as a condition precedent to this Agreement, Purchaser and Sellers have enteredinto an Agreement of Merger and Plan of Reorganization whereby, Sellers havecaused Granite Exchange Services, LLC, A California Limited Liability Company tomerge into Granite Exchange, Inc. a Nevada Corporation.

 

**WHEREAS**,as a condition precedent to this Agreement, Purchaser has entered into aNon-Competition Agreement with Lonnie Nielson.

 

**WHEREAS**,as a condition precedent to this Agreement, Purchaser has entered into anEmployment Agreement with Rob Awalt.

 

**WHEREAS**,as a condition precedent to this Agreement, Purchaser has entered into anEmployment Agreement with Justin Swift.

 

**NOW,THEREFORE**, in consideration of the covenants andagreements hereafter set forth, and other valuable consideration, the receiptand sufficiency of which hereby are acknowledged, the parties hereto agree asfollows:

 

**ARTICLE 1. DEFINITIONS**

 

“Awalt” shallmean Rob Awalt.

 

“Base LevelDeposits” shall mean the level of Deposits on hand at the Closing Date.

 

“Closing”shall have the same meaning given the term in Section 2.5.

 

“Closing Date”shall have the same meaning given the term in Section 2.5.

 

“Corporation”shall mean Granite Exchange, Inc., a Nevada Corporation.

 

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“Default” shallmean, as to any party to this Agreement, a failure by such party to perform inany material respect, any of the Agreement or covenants of such party.

 

“Deposits”shall mean the amount of money held in various banks by Granite, LLC on behalfof their clients engaged in 1031 exchange transactions.

 

“ExistingIndebtedness” shall mean the debt listed on Schedule 2.2.

 

“InterestReceivable” shall mean the interest earned on Deposits for Granite, LLC throughMarch 31, 2006.

 

“PurchasePrice” shall have the same meaning given the term in Section 2.2.

 

“PurchasePrice Adjustment” shall have the same meaning given the term in Section 2.3.

 

“Shares” shallmean the 100,000 shares of common stock of Corporation at $.01 par value pershare issued and outstanding the day prior to the date of this Agreement.

 

“Swift” shallmean Justin Swift.

 

Any otherterms not defined here but used in the Agreement of Merger and Plan ofReorganization shall have the same definition as the definition of the term inthe Agreement of Merger and Plan of Reorganization executed concurrently withthis Agreement.

 

**ARTICLE 2. AGREEMENT TO SELL**

 

Section 2.1. Agreementto Sell. Sellers agree to sell, transfer and deliver to Purchaser, andPurchaser agrees to purchase, upon the terms and conditions hereinafter setforth, 100,000 shares of the common stock of Granite Exchange, Inc., acorporation organized under the laws of the State of Nevada (the“Corporation”), said shares constituting all of the issued and outstandingshares of the Corporation (the “Shares”). The issued and outstanding shares ofthe Corporation are owned by Lonnie Nielson – 34,000 shares, by Rob Awalt –46,000 shares, and by Justin Swift – 20,000.

 

Section 2.2. PurchasePrice. The purchase price for the shares to be paid by Purchaser is FiveMillion Two Hundred Thousand Dollars ($5,200,000.00), or $52.00 per share, plusthe Existing Indebtedness, plus the Interest Receivable, payable as follows:

 

2.2.1  One Million Two Hundred Thirty Seven ThousandSix Hundred ($1,237,600) to Lonnie Nielson upon Closing plus Two Hundred SixtyFive Thousand Two Hundred ($265,200) in one year in accordance with Section2.2.7 plus Two Hundred Sixty Five Thousand Two Hundred ($265,200) in two yearsin accordance with Section 2.2.8 in Exchange for 34,000 shares of common stockof Corporation.

 

2.2.2  One Million Six Hundred Twelve Thousand($1,612,000) to Rob Awalt upon Closing in Exchange for 31,000 shares of commonstock of Corporation.

 

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2.2.3  Five Hundred Twenty Thousand ($520,000) toJustin Swift upon closing in Exchange for 10,000 shares of common stock ofCorporation.

 

2.2.4  One Hundred Ninety Two Thousand Dollars($192,000) upon Closing by payment of the Existing Indebtedness identified inSchedule 2.2 hereto in said principal amount, and paying the same by wiretransfer. If on the Closing date the outstanding principal balance of theExisting Indebtedness is less than or greater than $192,000, the $192,000 to bepaid as the purchase price pursuant to clause 2.2 above shall be increased or decreased,as the case may be, by the amount that such outstanding principal balance shallbe less than or greater than $192,000.

 

2.2.5  Five years from the date of this Agreement,with Rob Awalt having the option to extend the exchange for an additional fiveyear period, Seven Hundred Eighty Thousand ($780,000) to Rob Awalt in Exchangefor 15,000 shares of common stock of Corporation subject to the Purchase PriceAdjustment.

 

2.2.6  Five years from the date of this Agreement,with Justin Swift having the option to extend the exchange for an additionalfive year period, Five Hundred Twenty Thousand ($520,000) to Justin Swift inExchange for 10,000 shares of common stock of Corporation subject to thePurchase Price Adjustment.

 

2.2.7  One year from the date of this Agreement, TwoHundred Sixty Five Thousand Two Hundred ($265,200) plus interest per year atthe prime rate from the date of this Agreement to Lonnie Nielson in accordancewith Section 2.2.1 above.

 

2.2.8  Two years from the date of this Agreement, TwoHundred Sixty Five Thousand Two Hundred ($265,200) plus interest per year atthe prime rate from the date of this Agreement to Lonnie Nielson in accordancewith Section 2.2.1 above.

 

2.2.9  100% of the Interest Receivable earnedthrough the Closing Date plus one-half (50%) of the Interest Receivable earnedbetween the Closing Date and March 31, 2006, less one-half (50%) of theoperational costs of the Corporation for the period between the Closing Dateand March 31, 2006, with 34% of Interest Receivable paid to Lonnie Nielson, 46%of Interest Receivable paid to Rob Awalt, and 20% of Interest Receivable paidto Justin Swift. This amount is due within 10 days of collection.

 

Section2.3  Purchase Price Adjustment. ThePurchase Price of Awalt’s remaining 15,000 shares and Swift’s remaining 10,000shares shall be adjusted according to the following procedures:

 

2.3.1  The Purchase Price shall be increased bymultiplying the $52.00 per share for the remaining shares by the percentageincrease in Deposits on hand on the date of the purchase of the remainingshares over the Base Level Deposits.

 

2.3.2  An example of the Purchase Price Adjustmentwith a Deposit level of $100,000,000 at the date of purchase and a Base LevelDeposit amount of $90,000,000 results in a Purchase Price Adjustment of $5.78as follows:

 

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| **Share Price** | ** ** | **x** | ** ** | **Deposits/Base Level Deposits**          |
|-----------------|------------|-------|------------|-------------------------------------------|
| $52.00          |       | x     |       | 100,000,000/90,000,000  = 1.1111          |
| $52.00          |       | x     |       | 1.1111 =  $57.78 per share Purchase Price |

 

2.3.3  In no event will the Purchase PriceAdjustment be less than zero ($0).

 

Section2.4  Acceptable Funds. All moneypayable under this Agreement, unless otherwise specified, shall be paideither:  (a) in cash; (b) by goodcertified check of Purchaser, or official check of any bank, savings bank,trust company, or savings and loan association which is a member of theclearing house association serving California or Nevada, payable to the directorder of Sellers; or (c) as otherwise agreed to in writing by the parties.

 

Section 2.5. TheClosing.

 

2.5.1. The“Closing” means the settlement of the obligations of Sellers and Purchaser toeach other under this Agreement, including the payment of the Purchase Price toSellers as provided in Article 2 hereof and the delivery of the ClosingDocuments provided for in this Section 2.5. The Closing shall be held at aplace and at a time agreeable to both Purchaser and Seller (the “Closing Date”).Purchaser agrees that time shall be of the essence with respect to the paymentand performance of the obligations of Purchaser hereunder.

 

Section 2.6. ClosingDocuments. At the Closing, or as soon as practicable thereafter, Sellersshall execute and deliver to Purchaser:

 

2.6.1  The certificate or certificates for theShares, duly endorsed so as to effectively transfer ownership of the Shares toPurchaser, together with all appropriate federal and state transfer tax stampsaffixed.

 

2.6.2  A letter of resignation from Lonnie Nielsonfor Granite and All-Star Exchange Services, Inc., effective as of the Closinghereunder.

 

2.6.3  Such other instruments as may be necessary orproper to transfer to Purchaser all other ownership interests in theCorporation to be transferred under this agreement

 

Section 2.7. Buy/SellAgreement. At the option of either party to this Agreement, the remaining PurchasePrice due Awalt under Sections 2.2.5 and the remaining Purchase Price due Swiftunder Sections 2.2.6 shall be due and payable upon notice to the other party.

 

2.7.1  If Purchaser elects to exercise therequirements of Section 2.2.5 or 2.2.6 in full or by Section, Purchaser shalldeliver the Purchase Price within 30 days of notice to the Party. Within 30days of notice, such party will deliver the Shares of the Corporation toPurchaser.

 

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2.7.2  If Awalt elects to exercise the requirementsof Section 2.2.5 in full or by Section, Awalt shall deliver the Shares toPurchaser within 30 days notice to Purchaser. Within 30 days of notice,Purchaser will deliver to Awalt the remaining Purchase Price in the form of anote payable, securitized by terms agreed upon by both parties at that time, ifexercised within two years from the date of this Agreement and in the form ofcash if exercised after two years from the date of this Agreement for theamount of the remaining Purchase Price that shall bear interest at 10% perannum under such terms agreeable to the Parties.

 

2.7.3  If Swift elects to exercise the requirementsof Section 2.2.6 in full or by Section, Swift shall deliver the Shares toPurchaser within 30 days notice to Purchaser. Within 30 days of notice,Purchaser will deliver to Swift the remaining Purchase Price in the form of anote payable, securitized by terms agreed upon by both parties at that time, ifexercised within two years from the date of this Agreement and in the form ofcash if exercised after two years from the date of this Agreement for theamount of the remaining Purchase Price that shall bear interest at 10% perannum under such terms agreeable to the Parties.

 

**ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLERS**.

 

Sellersrepresent and warrant to Purchaser as follows:

 

Section3.1  Power and Authority. Sellershave full power and authority to carry out and perform their undertakings andobligations as provided herein.

 

Section3.2  Ownership of Shares. Sellers,after execution of the Agreement of Merger and Plan of Reorganization, are theowners of the Shares, and the Shares are all of the issued and outstandingshares of stock of the Corporation. All of the Shares have a $.01 par value,are fully paid and non-assessable, have not been assigned, pledged orhypothecated, and are free of all liens, claims and encumbrances, except as setforth herein.

 

Section3.3  No Agreements. Except as setforth in Schedule 3.3, the Corporation has not entered into, and is not subjectto, any:  (i) written contract oragreement for the employment of any employee of the business; (ii) contractwith any labor union or guild; (iii) pension, profit-sharing, retirement,bonus, insurance, or similar plan with respect to any employee of the business;or (iv) similar contract or agreement affecting or relating to the Corporation.

 

**ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER**.

 

Purchaserrepresents and warrants to Sellers as follows:

 

Section4.1  Power and Authority. Purchaserhas full power and authority to carry out and perform his undertakings andobligations as provided herein.

 

Section4.2  Government Approval. Noaction, approval, consent or authorization of any governmental authority isnecessary for Purchaser to consummate the transactions contemplated hereby.

 

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Section4.3  Legal Proceedings. There areno judgments, liens, suits, actions or proceedings pending or, to the best ofPurchaser’s knowledge, threatened against Purchaser or his property, except asdisclosed in Purchaser’s public reports as filed with the Securities andExchange Commission.

 

**ARTICLE 5. CONDUCT OF BUSINESS**.

 

Purchasers,after Closing, shall:

 

Section5.1  Conduct of Business. Conductthe business in the normal, useful and regular manner as prior to thisAgreement;

 

Section5.2  Goodwill. Use their bestefforts to preserve the business and the goodwill of the customers andsuppliers of the business and others having relations with Sellers;

 

Section5.3  Employees. Endeavor to keepavailable the present employees of the business, and not unreasonably increasethe compensation or change the personnel of the business;

 

Section5.4  Accounting Policies andProcedures. Endeavor to keep the same accounting policies and procedures ofthe business and not unreasonably change the accounting policies and proceduresunless agreed to by Awalt and Swift except as required by law or regulationapplicable to Purchaser;

 

Section5.5  Books and Records. AllowAwalt and Swift and their duly designated representatives reasonable access tothe books and records of the Corporation, and furnish to Awalt and Swift suchdata and information pertaining to the Corporation as Awalt and Swift from timeto time reasonably may request in accordance with the Bylaws, Policies, andProcedures of the Corporation.

 

**ARTICLE 6. CONDITIONS PRECEDENT TO CLOSING**.

 

Section6.1  Conditions to the Parties’Obligations. The obligations of the parties to close hereunder are subjectto fulfillment of the following conditions:

 

6.1.1  All of the terms, covenants and conditions tobe complied with or performed by the other parties under this agreement on orbefore the Closing shall have been complied with or performed in all materialrespects.

 

6.1.2  All representations or warranties of theother parties herein are true in all material respects as of the Closing Date.

 

6.1.3  On the Closing Date, there shall be no liensor encumbrances against the Corporation, except as provided for in Schedule6.1.

 

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6.1.4  If Purchaser shall be entitled to decline toclose the transaction contemplated by this Agreement, but Purchasernevertheless shall elect to close, Purchaser shall be deemed to have waived allclaims of any nature arising from the failure of Sellers to comply with theconditions or other provisions of this agreement of which Purchaser shall haveactual knowledge at the Closing.

 

**ARTICLE 7. TERMINATION, AMENDMENTS &WAIVERS**.

 

Section 7.1  Termination. ThisAgreement may be terminated prior to payment of the Purchase Price;

 

7.1.2  By Purchaser or Sellersupon the failure to satisfy any conditions specified in Section 6.1 if suchfailure is not caused by any action or inaction of the party requestingtermination of this Agreement;

 

7.1.3  By Sellers if there shallhave been a material breach of any of the representations or warranties ofPurchaser set forth in this Agreement;

 

7.1.4  By Purchaser if thereshall have been a material breach of any of the representations or warrantiesof Sellers set forth in this Agreement;

 

Section 7.2  Amendment. Noterm or provision of this Agreement other than regulatory approval or any otherprovision required by law, may be amended unless agreed to in writing by bothParties.

 

Section 7.3  Waiver. Anyterm or provision of this Agreement other than regulatory approval or any otherprovision required by law, may be waived in writing at any time by the partywhich is, or whose shareholders are, entitled to the benefits thereof.

 

Section 7.4  LiquidatedDamages; Cancellation Fee. If either party Defaults under this Agreementthe non-defaulting party shall be entitled to declare this Agreement null andvoid and shall be entitled to collect $50,000 from the defaulting partyhereunder as liquidated damages, whereupon the Agreement shall terminate andneither party shall have any further claims against the other party. BothParties acknowledge that the actual damages sustained from such a Default aredifficult, if not impossible, to ascertain.

 

Section7.5  Indemnification. Each partyhereto shall indemnify and hold the other parties harmless from and against allliability, claim, loss, damage or expense, including reasonable attorneys’fees, incurred or required to be paid by such other parties by reason of anybreach or failure of observance or performance of any representation, warrantyor covenant or other provision of this Agreement by such party.

 

Section7.6  Brokerage. The parties heretorepresent and warrant to each other that they have not dealt with any broker orfinder in connection with this agreement or the transactions contemplated hereby,and no broker or any other person is entitled to receive any brokerage 

 

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commission,finder’s fee or similar compensation in connection with this agreement or thetransactions contemplated hereby. Each of the parties shall indemnify and holdthe other parties harmless from and against all liability, claim, loss, damageor expense, including reasonable attorneys’ fees, pertaining to any broker,finder or other person with whom such party has dealt.

 

Section7.7  Further Assurances. Inconnection with the transactions contemplated by this agreement, the partiesagree to execute and deliver such further instruments, and to take such furtheractions, as may be reasonably necessary or proper to effectuate and carry outthe transactions contemplated in this agreement.

 

**ARTICLE 8. GENERAL PROVISIONS**

 

Section 8.1  Survival ofRepresentations and Warranties. All the representations, warranties,covenants and agreements in this Agreement or in any instrument deliveredpursuant to this Agreement shall survive the Closing Date.

 

Section8.2  No Other Representations. Purchaseracknowledges that neither Sellers nor any representative or agent of Sellershave made any representation or warranty (expressed or implied) regarding theCorporation, or any matter or thing affecting or relating to this agreement,except as specifically set forth in this agreement. Sellers shall not be liableor bound in any manner by any oral or written statement, representation,warranty, agreement or information pertaining to the Corporation or thisagreement furnished by any broker, agent or other person, unless specificallyset forth in this Agreement.

 

Section 8.3  Notices. Allnotices and other communications hereunder shall be in writing and shall bedeemed given if delivered personally, mailed by registered or certified mail(return receipt requested), sent by confirmed overnight courier or telecopied(with electronic confirmation and verbal confirmation for the person to whomsuch telecopy is addressed), on the date such notice is so delivered, mailed orsent, as the case may be, to the parties at the following addresses (or anysuch other address for a party as shall be specified by like notice):

 
| If to Sellers at: | The Law Offices of Randy C. Renfro |
|-------------------|------------------------------------|
|              | 650 University Avenue, Suite 110   |
|              | Sacramento, CA 95825               |
|              |                               |
| with a copy to:   | Granite Exchange, Inc.             |
|              | 1400 Rocky Ridge Dr., Ste 280      |
|              | Roseville, CA 95661                |
|              | Attention: Justin Swift            |
|              |                               |
| If to Purchaser:  | The Bank Holdings                  |
|              | 9990 Double R Blvd.                |
|              | Reno, NV 89521                     |
|              | Attention: Jack Buchold, CFO       |

 

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| with a copy to: | Gary Steven Findley & Associates |
|-----------------|--------------------------------------|
|            | 1470 North Hundley Street            |
|            | Anaheim, CA 92806                    |
|            | Attention: Debra Barbin, Esq.        |

 

Section 8.4  Counterparts.This Agreement may be executed in one or more counterparts, all of which shallbe considered one and the same agreement, and shall become effective when oneor more counterparts have been signed by each of the parties and delivered tothe other parties, it being understood that all parties need not sign the samecounterpart.

 

Section 8.5  Entire Agreement/NoThird Party Rights. This Agreement (including the documents and instrumentsreferred to herein): (a) constitutes the entire agreement for the sale ofcommon stock and supersedes all prior agreements and understandings, bothwritten and oral, among the parties with respect to the subject matter hereof;(b) except as expressly set forth herein, is not intended to confer upon anyperson other than the parties hereto any rights or remedies hereunder; (c)subject to the foregoing, shall be binding upon and shall inure to the benefitof the parties hereto and their permitted successors and assigns.

 

Section 8.6  Assignment. Noneof the parties may assign their rights under this Agreement without priorwritten consent of the other parties hereto.

 

Section8.7  Governing Law. This Agreementshall be governed and construed in accordance with the laws of the State ofNevada, without regard to any applicable conflicts of law. If any provisions ofthis agreement shall be unenforceable or invalid, such unenforceability orinvalidity shall not affect the remaining provisions of this agreement.

 

Section8.8  Headings/Table of Contents. Thetable of contents and headings contained in this Agreement are for referencepurposes only and shall not affect in any way the meaning or interpretation ofthis Agreement. The Schedules annexed to this agreement are an integral part ofthis agreement, and where there is any reference to this agreement it shall bedeemed to include said Schedules.

 

Section 8.9  Enforcement ofAgreement. The parties hereto agree that irreparable damage will occur inthe event that any of the provisions of this Agreement are not performed inaccordance with its specific terms or is otherwise breached. It is accordinglyagreed that the parties shall be entitled to an injunction or injunctions toprevent breaches of this Agreement and to enforce specifically the terms andprovisions hereof in any court of the State of Nevada or any state havingjurisdiction, this being in addition to any remedy to which they are entitledat law or in equity.

 

Section 8.10  Severability.Any term or provision of this Agreement which is invalid or unenforceable inany jurisdiction shall, as to that jurisdiction, be ineffective to the extentof such invalidity or unenforceability without rendering invalid orunenforceable the remaining terms and provisions of this Agreement or affectingthe validity or enforceability of any of the terms or provisions of thisAgreement in any other jurisdiction. If any provision of this Agreement is so 

 

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broad as to be unenforceable, the provision shall be interpreted to beonly so broad as is enforceable.

 

Section8.11  Arbitration. Any dispute orcontroversy arising among the parties hereto regarding any term, covenant orcondition of this Agreement or the breach thereof shall, upon written demand ofany party hereto, be submitted to and determined by arbitration before theAmerican Arbitration Association, in Reno, Nevada, by a panel of threearbitrators, in accordance with the rules of the Association then in effect. Anyaward rendered shall be made by means of a written opinion explaining thearbitrators’ reasons for the award. The arbitrators may not amend or vary anyprovision of this Agreement. Judgment upon the award rendered by the arbitratorsmay be entered in any court of competent jurisdiction, which court shall havethe power to review such award for compliance with this Agreement.

 

IN WITNESS WHEREOF, the parties below, and/or their respective officersthereunto duly authorized, have caused this Agreement to be signed as of thedate first written above.

 
|   |   /s/ Lonnie Nielson |   |
|--------|---------------------------|--------|
|   |   Lonnie Nielson     |   |
|   |                      |   |
|   | /s/ Rob Awalt             |   |
|   |   Rob Awalt          |   |
|   |                      |   |
|   |   /s/ Justin Swift   |   |
|   |   Justin Swift       |   |
|   |                      |   |
|   |   /s/ Hal Giomi      |   |
|   |   The Bank Holdings  |   |
|   |                      |   |
|   |                      | By:    | CEO |   |
|   |                      |   |  Title |
|        |                           |        |  |  |  |

 

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STATE OFCALIFORNIA, COUNTY OF PLACER, ss.

 

On the 24thday of February, 2006, before me, Janet Buchmeier, a notary public, personallyappeared Lonnie Nielson, personally known to me (or proved to me on the basisof satisfactory evidence) to be the person whose name is subscribed to thewithin Agreement of Sale of Common Stock of Granite Exchange, Inc. andacknowledged to me that he executed the same in his authorized capacity, andthat by his signature on the Agreement of Sale of Common Stock of GraniteExchange, Inc. he executed the Agreement.

 

WITNESS myhand and official seal.

 

 
| [seal] | /s/ Janet E. Buchmeier            |   |
|--------|-----------------------------------|--------|
|   | Notary Public                     |
|   | My  commission expires on 4/22/09 |

 

 

Optional rightthumbprint of signer (not required):

 

 

STATE OFCALIFORNIA, COUNTY OF PLACER, ss.

 

On the 24thday of February, 2006, before me, Janet Buchmeier, a notary public, personallyappeared Rob Awalt, personally known to me (or proved to me on the basis ofsatisfactory evidence) to be the person whose name is subscribed to the withinAgreement of Sale of Common Stock of Granite Exchange, Inc. and acknowledged tome that he executed the same in his authorized capacity, and that by hissignature on the Agreement of Sale of Common Stock of Granite Exchange, Inc. heexecuted the Agreement.

 

WITNESS myhand and official seal.

 

 
| [seal] | /s/ Janet E. Buchmeier            |   |
|--------|-----------------------------------|--------|
|   | Notary Public                     |
|   | My  commission expires on 4/22/09 |

 

 

Optional rightthumbprint of signer (not required):

 

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STATE OFCALIFORNIA, COUNTY OF PLACER, ss.

 

On the 24thday of February, 2006, before me, Janet Buchmeier, a notary public,personally appeared Justin Swift, personally known to me (or proved to me onthe basis of satisfactory evidence) to be the person whose name is subscribedto the within Agreement of Sale of Common Stock of Granite Exchange, Inc. andacknowledged to me that he executed the same in his authorized capacity, andthat by his signature on the Agreement of Sale of Common Stock of GraniteExchange, Inc. he executed the Agreement.

 

WITNESS myhand and official seal.

 

 
| [seal] | /s/ Janet E. Buchmeier            |   |
|--------|-----------------------------------|--------|
|   | Notary Public                     |
|   | My  commission expires on 4/22/09 |

 

Optional rightthumbprint of signer (not required):

 

 

STATE OFNEVADA, COUNTY OF Washoe, ss.

 

On the 24thday of February, 2006, before me, Anita Y. Nelson , a notary public,personally appeared The Bank Holdings, personally known to me (or proved to meon the basis of satisfactory evidence) to be the person whose name issubscribed to the within Agreement of Sale of Common Stock of Granite Exchange,Inc. and acknowledged to me that he executed the same in his authorizedcapacity, and that by his signature on the Agreement of Sale of Common Stock ofGranite Exchange, Inc. he executed the Agreement.

 

WITNESS myhand and official seal.

 

 
|   | /s/ Anita Y. Nelson                      |   |
|--------|------------------------------------------|--------|
|   | Notary Public                            |
|   | My  commission expires on April 21, 2007 |

 

[seal]

 

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