ex10_2.htm


     

    
      Exhibit
10.02

       

      Greystone
Business Resources

       

      Merchant
Receivable Sale and Security Agreement

       

      This
Merchant Receivable Sale and Security (“Agreement”) dated this 7th day of
November 2008 is made by and between GIA Capital, Inc., having its principal
office at 3993 Howard Hughes Parkway, Suite 250, Las Vegas, NV 89169-6754
(“Purchaser”) and the merchant listed below (“Merchant”).

       

      Merchant
Information:  Corporation

       

      Business
Legal Name:  Landis Salons, Inc.

       

      Doing
Business As (DBA Name):  Landis Salon

       

      Federal
ID #: 59-3822223

       

      State
of Incorporation:  Utah

       

      Principal
Place of Business / Mailing Address:  59 W. 100 S., 2nd Floor,
SLC, UT 84101

       

      Business
Locations: (If more than 2, please place additional addresses on Exhibit
A)

       

      1.  1298
South 900 East, S.L.C., UT 84105

       

      PURCHASE
AND SALE OF FUTURE RECEIVABLES

       

      In
consideration of the payment of the purchase price specified below (the
“Purchase Price”), Purchase will purchase from Merchant, and Merchant will sell
to Purchase, the percentage specified below (the “Specified Percentage”) of each
of Merchant’s future accounts and contract rights arising from or relating to
the payment of the gross amount of monies from the use of Merchant’s customers
of credit cards or debit cards for the purchase of Merchant’s goods or services
at each of Merchant’s locations (“Future Receivables”) until the amount
specified below (“Purchased Amount”) has been paid to
Purchaser.  Prior to receipt of the Purchase Price, Merchant shall
enter into a credit card processing agreement with a credit card processor
approved by Purchaser (the “Processor”).  Merchant and Purchaser agree
that this Agreement is an agreement to purchase future credit card receivables
and is not a loan from Purchaser to Merchant.  Both parties agree that
this agreement is entered into for business or commercial purposes and that the
funds from the Purchase Price will not be used for personal, family or household
purposes.

       

      Amount
of Future Credit Card Receipts to be Purchased *– Purchase Amount
$101,470.00

       

      Amount
to be Funded to Merchant* - Purchase Price $73,000.00

       

      Specified
Percentage (Daily Batch Split)* - 90% Merchant; 10% Purchase

       

      *
The numbers inserted in each of these sections are only projections and are
subject to change once Purchaser has completed its due diligence.  Any
revisions to these sections shall be made pursuant to an Addendum to this
Agreement executed by both Purchaser and Merchant.

       

      At
the time of entering into this Agreement, Merchant shall elect Option 1 – The
Control Account Option or Option 2 – The Processor Split Option.  Such
election shall be made by Merchant by initialing the appropriate statement set
forth on the signature page hereto.  Provided that merchant is not in
default under the terms of this Agreement, Merchant may change its election at
any time during the term of this Agreement by giving Purchaser no less than 30
days prior written notice specifying its desire to change from one option to the
other.  Purchaser can accept or reject such notice to change
Merchant’s election in Purchaser’s sole discretion.

       

      Option 1 – The
Control Account Option (the following Section A1 shall only apply if The
Control Option is elected)

       

      A1.  Processing
and Control Account

       

      A1.1.  Prior
to the payment of the Purchase Price, Merchant agrees to enter into an agreement
or agreements with Processor acceptable to Purchaser to obtain credit and debit
card processing services (whether one or more, the “Processor
Agreement”).  In additional, Merchant agrees that it shall deliver to
the Processor written irrevocable instructions to pay all credit card
settlements due and owing to Merchant under the Processor Agreement directly to
the Control Account (as hereinafter defined) until the full amount of the
Purchased Amount has been paid to Purchaser (the “Control Account
Instruction”).  Merchant understands that the Control Account
Instruction shall be irrevocable, absolute and unconditional until such time as
Purchaser has received the total Purchased Amount set forth herein, and any
other amounts due.  Prior to the payment of the Purchase Price,
Purchaser shall receive evidence, in form and substance acceptable to Purchaser
that the Control Account Instruction has been delivered to
Processor.  Merchant further acknowledges and agrees that Processor
will be acting on behalf of Purchaser to collect the Amount of Future Credit
Card Receipts to be Purchased.  Merchant acknowledges and agrees that
Processor may provide Purchaser with Merchant’s credit card, debit card and any
other payment card processing history, including without limitation Merchant’s
chargeback experience and any communications about Merchant received by
Processor from a card processing system, as well as any other information
Purchaser deems pertinent to this Agreement, including, without limitation the
foregoing information as it relates to Merchant’s principal and
affiliates.  In the event that the Processor refuses to honor a
request by Purchaser for such credit card sales history then, upon request of
Purchaser to Merchant, merchant shall immediately obtain the credit sales
history from the Processor and deliver the information to Purchaser within five
(5) business days on Purchaser’s request.  Merchant understands that
Purchaser does not have any power or authority to control Processor’s actions
with respect to the authorization, clearing, settlement and other processing of
card transactions.  Purchaser is not responsible for Processor’s
actions, and Merchant agrees to hold Purchaser harmless for Processor’s actions
or omissions.

       

      A1.2.
Upon execution of this Agreement by Purchaser and Merchant, Purchaser, on behalf
of Merchant, will establish an account (the “Control Account”).  In
connection therewith, Purchaser, Merchant and the bank (the “Control Account
Bank”) will enter into a Deposit Account Control Agreement (the “Account Control
Agreement”), which, among other things will provide that (i) Purchaser has a
security interest in the Control Account and (ii) the Specified Percentage of
all amounts deposited therein will be distributed directly to Purchaser, with
the balance distributed to Merchant, until such time as Purchaser receives the
total Purchased Amount, and any other amounts due pursuant to this
Agreement.  The Merchant understands and agrees that the Control
Account shall be the sole depository for Merchant’s credit card settlements
until Purchaser receives payment in full of the Purchased Amount, and any other
amounts due pursuant to this Agreement; provided, however, that Purchaser shall
have the right to change

       

      Control
Account Bank or location of the Control Account from time-to-time, at its sole
discretion, upon providing advance written notice to Merchant and the Processor.
Merchant agrees to cooperate fully with Purchaser and Control Account Bank, now
and as may be required from time to time, in executing and delivering any and
all documents required to establish the Control Account in accordance with the
terms hereof.  Any fees, costs, or expenses associated with the
Control Account shall be the responsibility of Merchant, and Merchant hereby
authorizes Control Account Bank to debit the Control Account for such fees,
costs or expenses.  The Merchant acknowledges and agrees that any
debits resulting from chargebacks or reversals, Processor fees or other sources
that are charged to the Control Account are the sole responsibility of Merchant
and Merchant hereby authorizes Control Account Bank to transfer such debits
through to Merchant’s bank accounts via automated clearing house
procedures.

       

      A1.3.  The
Merchant agrees that, in accordance with the Account Control Agreement, Control
Account Bank may rely upon the instruction of Purchaser, without any independent
verification of, or approval by, Merchant, in making distributions from the
Control Account.

       

      A1.4.  The
Merchant understands and agrees that (i) Purchaser, is not affiliated with
Control Account Bank, except with regard to its banking relationship; (ii)
except as normally associated with  bank accounts, Purchaser does not
have the power or authority to control Control Account Bank’s actions; (iii)
Purchaser is not responsible for Control Account Bank’s actions; and (iv)
Merchant agrees to release and hold harmless Purchaser for claims arising from,
or related to, Control Account Bank’s actions or activities.

       

      A1.5.
When Purchaser has received the entire Purchased Amount, and any other amounts
due pursuant to this Agreement, Purchaser shall provide a termination notice
pursuant to the terms of the Account Control Agreement instructing Control
Account Bank to remit all future Merchant credit card settlements directly to
Merchant.  Within five (5) business days after Purchaser provides
notice to Merchant that the Purchased Amount, and any other amounts due, has
been received, Purchaser shall instruct the Processor to redirect the credit
settlements from the Control Account to an account to be designated by Merchant
and Merchant is herby authorized to close the Control Account.  Upon
providing notice to Merchant, Purchaser shall have no liability to Merchant with
regard to (i) redirection of the credit card settlements, or (ii) closure of the
Control Account in accordance with this Agreement.

       

      A1.6.
Purchaser shall have the right, but not the obligation, to produce a monthly
processing statement reflecting activity in the Control Account.

       

      A1.7.
Merchant agrees that Purchaser has the option in its sole and absolute
discretion to instruct Processor to conduct a processing trial (the “Processing
Trial”) to determine whether Future Receivables will be correctly processed
through Processor to the Control Account.  Purchaser agrees to make a
determination as to whether to purchase Future Receivables promptly after the
completion of the Processing Trial.  If Purchaser decides to purchase
Future Receivables, then all of the cash received by Purchaser in connection
with the Processing Trial prior to the payment of the Purchase Price shall be
applied to reduce the Purchased Amount.  If Purchaser conducts a
Processing Trial, it shall not create an obligation on behalf of Purchaser to
purchase any Future Receivables, and Purchaser expressly reserves the right to
not purchase any Future Receivables and not pay the Purchase Price to
Merchant.  If Purchaser decides to not purchase Future Receivables and
not pay the Purchase Price, this Agreement shall have no further effect and
Purchaser shall, promptly after receipt from the Processor, direct Control
Account Bank to forward to Merchant any cash deposited into the Control Account
in connection with the Processing Trial.

       

      A1.8.  In
case any “Event of Default” (as defined below) shall occur, Merchant hereby
irrevocably appoints Purchaser as its agent and attorney-in-fact with full
authority to take any action or execute any instrument or document to settle all
obligations due to Purchaser from Processor or from Merchant, under this
Agreement, including without limitation: (i) to obtain and adjust insurance;
(ii) to receive, endorse and collect any checks, notes, drafts, instruments,
documents, or chattel paper in connection with clause (i); (iii) to sign
Merchant’s name on any invoice, bill of lading, or assignment directing
customers or account debtors to make payment directly to Purchaser; (iv) to make
withdrawals by Electronic Funds Transfer (EFT) through the Automated Clearing
House (ACH) Network and/or Federal Reserve Wire System in the bank account of
Merchant in order to effect debits or credits to Purchaser pursuant to the terms
of this Agreement; and (v) to file any claims or take any action or institute
any proceeding that Purchaser may deem necessary for the collection of any of
the unpaid Purchased Amount, or otherwise to enforce its rights with respect to
payment of the Purchased Amount.

       

      1.9.  If
the Processor, Merchant or Control Account Bank remits more than the Purchased
Amount to Purchaser, Purchaser will forward the overpayment to Merchant promptly
after receipt of a written request from Merchant but in no event later than six
months after the full Purchased Amount has been remitted.

       

      Option 2 – The
Processor Split Option (the following Section B1 shall only apply if The
Processor Split Option is elected)

       

      B1.  Processing.

       

      B1.1.  Merchant
agrees to enter into an agreement with Processor acceptable to Purchaser to
obtain credit and debit card processing services (the “Processor Agreement”),
and hereby authorizes and instructs Processor to pay the funds attributable to
the Specified Percentage of the Future Receivables to Purchaser rather than to
Merchant until all funds attributable to the Specified Amount of Future
Receivables have been paid to Purchaser.  This authorization is
irrevocable, absolute and unconditional.  Merchant further
acknowledges and agrees that Processor will be acting on behalf of Purchaser to
collect the Specified Percentage of Future Receivables.  Merchant
hereby irrevocably grants Processor the right to hold each day the Specified
Percentage of the Future Receivables and to pay Purchaser directly (at, before
or after the time Processor credits or remits to Merchant the balance of such
Future Receivables not sold by Merchant to Purchaser) until the entire Specified
Amount of Future Receivables has been paid in full.  Merchant
acknowledges and agrees that Processor may provide Purchaser with Merchant’s
credit card, debit card and other payment card processing history, including
without limitation Merchant’s chargeback experience and any communications about
Merchant received by Processor from a card processing system, as well as any
other information Purchaser deems pertinent to this Agreement, including,
without limitation the foregoing information as it relates to Merchant’s
principal and affiliates.  In the event that the Processor refuses to
honor a request by Purchaser for such credit card sales history then, upon
request of Purchaser to Merchant, Merchant shall immediately obtain the credit
card sales history from the Processor and deliver the information to Purchaser
within five (5) business days of Purchaser’s request.   Merchant
agrees that Processor will charge and collect from Merchant its processing fees
(including processing fees attributable to the Specified Percentage of the
Future Receivables) and the Specified Percentage on a daily discounted basis, as
well as any other obligation owed by Merchant to Processor.  Merchant
understands that Purchaser does not have any power or authority to control
Processor’s actions with respect to the authorization, clearing, settlement and
other processing of card transactions, Purchaser is not responsible for
Processor’s actions, and Merchant agrees to hold Purchaser harmless for
Processor’s actions or omissions.

       

      B1.2.
Upon Merchant’s request or otherwise, Purchaser may produce a monthly statement
reflecting the delivery of the Future Receivables from Merchant via the
Processor.

       

      B1.3.  Merchant
acknowledges and agrees that Processor may provide Purchaser with Merchant's
credit card history as well as that of its principal and affiliates without the
prior consent of Merchant, its affiliates or principals.

       

      B1.4.  Merchant
agrees that Purchaser has the option in its sole and absolute discretion to
instruct Processor to conduct a processing trial (the “Processing Trial”) to
determine whether Future Receivables will be correctly processed through
Processor and the Specified Amount of Future Receivables will be appropriately
transferred by Processor to Purchaser.  Purchaser agrees to make a
determination as to whether to purchase the Purchased Amount of Future
Receivables promptly after the completion of the Processing Trial.  If
Purchaser decides to purchase the Purchased Amount of Future Receivables, then
all of the cash received by Purchaser in connection with the Processing Trial
prior to the payment of the Purchase Price shall be applied to reduce the
Purchased Amount.  If Purchaser conducts a Processing Trial, it shall
not create an obligation on behalf of Purchaser to purchase any Future
Receivables, and Purchaser expressly reserves the right to not purchase the
Specified Amount of Future Receivables and not pay the Purchase Price to
Merchant.  If Purchaser decides to not purchase the Purchased Amount
of Future Receivables and not pay the Purchase Price, this Agreement shall have
no further effect and Purchaser shall, promptly after receipt from the
Processor, return to Merchant any cash received by Purchaser in connection with
the Processing Trial.

       

      B1.5.
In case any “Event of Default” (as defined below) shall occur, Merchant hereby
irrevocably appoints Purchaser as its agent and attorney-in-fact with full
authority to take any action or execute any instrument or document to settle all
obligations due to Purchaser from Processor or from Merchant, under this
Agreement, including without limitation: (i) to obtain and adjust insurance;
(ii) to receive, endorse and collect any checks, notes, drafts, instruments,
documents, or chattel paper in connection with clause (i); (iii) to sign
Merchant’s name on any invoice, bill of lading, or assignment directing
customers or account debtors to make payment directly to Purchaser; (iv) to make
withdrawals by Electronic Funds Transfer (EFT) through the Automated Clearing
House (ACH) Network and/or Federal Reserve Wire System in the bank account of
Merchant in order to effect debits or credits to Purchaser pursuant to the terms
of this Agreement; and (v) to file any claims or take any action or institute
any proceeding that Purchaser may deem necessary for the collection of any of
the unpaid Purchased Amount, or otherwise to enforce its rights with respect to
payment of the Purchased Amount.

       

      B1.6.
If the Processor or Merchant remits more than the Purchased Amount to Purchaser,
Purchaser will forward the overpayment to Merchant promptly after receipt of a
written request from Merchant but in no event later than six months after the
full Purchased Amount has been remitted.

       

      2.  Representations
and Warranties of Merchant

       

      Merchant
hereby represents and warrants to Purchaser as follows on the date hereof and on
the date of each sale of Future Receivables to Purchaser:

       

      2.1.  All
of the information provided by or on behalf of Merchant to Purchaser on its
application and in connection with the execution of, or pursuant to this
Agreement, is true and correct in all material respects.  Merchant has
a continuing obligation to furnish to Purchaser any such additional information
required to maintain the accuracy of the information set forth on its
application, and that would be required as Purchaser may reasonably request from
time to time.  Merchant has not supplied any false or misleading
information, whether in writing, verbally or otherwise, to
Processor.

       

      2.2.  Merchant
has and is in compliance with all permits, licenses, approvals, consents and
other authorizations necessary to conduct its business.  Merchant is
in compliance with, and the execution of this Agreement and consummation of the
transaction contemplated herein will not conflict with: (a) any and all
applicable federal, state and local laws and regulations; (b) any agreements to
which Merchant is a party; and (c) the bylaws, articles of incorporation or
other organizational documents of Merchant.  Merchant possesses all
requisite permits, authorizations and licenses to own, operate and lease its
properties.

       

      2.3.  Merchant,
and the person(s) signing this Agreement on behalf of Merchant, has full power
and authority to enter into and perform the obligations of Merchant under this
Agreement, all of which have been duly authorized by all necessary and proper
action.

       

      2.4.  There
is no claim, action, suit, arbitration or other proceeding or investigation
pending or, to Merchant’s knowledge, threatened against Merchant, involving a
dispute of more than $5,000.

       

      2.5.  Merchant
is the owner of its business premises and has presented documentation verifying
ownership to Purchaser, or occupies its business premises pursuant to a valid
and enforceable lease or sublease, a copy of which has been furnished to
Purchaser.

       

      2.6.  Merchant
has not entered into a similar agreement with another company for which any sums
are still outstanding and, until the Purchased Amount is paid in full, Merchant
shall not entered into a similar agreement with another company.

       

      3.  Covenants
of Merchant.  Merchant hereby covenants and agrees with Purchaser as
follows:

       

      3.1.  During
the term of this Agreement, Merchant shall: (i) conduct its business consistent
with past practice; (ii) exclusively use Processor for the processing of all of
its credit card transactions; (iii) not take any action to discourage the use of
credit cards or to permit any event to occur which could have an adverse effect
on the use, acceptance or authorization of credit cards for the purchase of
Merchant’s goods and services; (iv) not amend, terminate or otherwise change the
Processor Agreement without the written consent of Purchaser, which Purchaser
may withhold in its sole discretion; (v) not take any action that has the effect
of causing the credit card or debt card processor through which the major credit
cards or debt cards are settled to be changed from Processor to another credit
card processor; (vi) not conduct its business under any name other than that as
first written above; (vii) not change its place or places of business; (viii)
not sell, dispose, convey or otherwise transfer its business or assets without
the express prior written consent of Purchaser, which Purchaser may withhold in
its sole discretion; (ix) not take any action in violation of any of the
covenants set forth in section 5.9 hereof, including, without limitation,
termination of the Merchant ACH Authorization Form; and (x) in the event that
Option 1 -The Control Account Option has been elected, not take any action that
has the effect of adversely impacting the transfer of funds to or from the
Control Account.    Merchant shall not breach or default
under the Processor Agreement and it shall immediately notify Purchaser of any
breach or default thereof and within five (5) days of the receipt of any notice
of a breach or default provide Purchaser with a copy thereof.

       

      3.2.  Merchant
shall possess and maintain insurance in such amounts and against such risks as
are necessary to protect its business as determined by Purchaser in its sole and
absolute discretion, and shall show proof of such insurance upon
demand.  Merchant agrees to name Purchaser as a loss payee under
Merchant’s business personal property insurance and upon request Merchant will
provide a certificate of insurance showing that Purchaser is a loss payee on the
insurance policy.

       

      3.3.  Merchant
shall furnish Purchaser with all such information and any other financial or
other documentation as requested by Purchaser from time to
time.  Merchant will certify that any information, financial
statements and any other documents, copies of which have been furnished to
Purchaser by Merchant, are true and correct in all material respects, including
without limitation accurately portraying Merchant’s financial condition, results
of operations and cash flows.

       

      4.  Events
of Default and Remedies.

       

      4.1.  The
occurrence of any of the following events shall constitute an “Event of Default”
hereunder: (i) Merchant violates any term or covenant in this Agreement; (ii)
any representation or warranty by Merchant in this Agreement proves to have been
incorrect, false or misleading in any material respect when made; (iii) Merchant
admits in writing its inability to pay its debts, or makes a general assignment
for the benefit of creditors, or any proceeding is initiated by or against
Merchant seeking to adjudicate it bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, or composition of it or its debts; (iv)
Merchant suspends, dissolves or terminates its business, whether at any one or
all of its business locations; (v) Merchant sells all or substantially all of
its assets or equity; (vi) Merchant makes or sends notice of any intended bulk
sale or transfer by Merchant; (vii) Merchant uses a credit card processing
company other than the Processor without the prior written consent of Purchaser,
which Purchaser may withhold in its sole discretion; (viii) Merchant changes its
credit card processor without the prior written consent of Purchaser, who can
withhold consent in its sole discretion; (ix) Merchant fails to conduct its
business substantially in accordance with past practice; (x) Merchant takes any
action to discourage the use of credit cards for the purchase of Merchant’s
goods or services; (xi) Merchant performs any act that reduces the value granted
under this Agreement; (xii) Merchant defaults under any of the terms, covenants
and conditions of any other agreement with Purchaser; or (xiii) in the event
that Option 1 -The Control Account Option has been elected, Merchant defaults
under any of the terms, covenants and conditions of the Account Control
Agreement or any other agreement with Control Account Bank.

       

      4.2.  In
the event that any of the representations and warranties of Merchant set forth
in Section 2 of this Agreement proves to have been incorrect, false or
misleading in any material respect when made, Purchaser, in addition to all
remedies available under law, shall be entitled to rescind this Agreement and
promptly after receipt of written notice of such rescission, Merchant shall
return the full amount of the Purchase Price to Purchaser in immediately
available funds less the amount of any cash actually received by Purchaser and
attributable to Future Receivables.

       

      4.3.   In
the event of a breach of any of the covenants contained in this Agreement,
Purchaser shall be entitled to all remedies available under
law.  Merchant agrees that in the event of a breach of any of the
covenants contained in Section 3.1 of this Agreement, Purchaser shall be
entitled to, but not limited to, (i) liquidated damages in an amount equal to
10% of the then outstanding amount of the Purchased Amount still due and owing
to Purchaser (“Liquidated Damages”) and (ii) damages equal to the amount by
which the cash attributable to the Purchased Amount exceeds the amount of cash
received from the Future Receivables that have been previously delivered to
Purchaser by Merchant in accordance with the terms of this
Agreement.  Merchant agrees that the payment of Liquidated Damages is
intended to reimburse the Purchaser for costs, expenses and damages that
Purchaser will incur due to a breach of the covenants contained in Section 3.1
of this Agreement, which costs, expenses and damages Merchant agrees cannot be
quantified at this time. The imposition and payment of Liquidated Damages shall
not constitute a waiver of the Purchaser’s rights with respect to the
breach.

       

      4.4.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Nevada without regard to principles of conflicts of laws. Purchaser
and Merchant each hereby irrevocably consent to the exclusive jurisdiction of
the Federal Court in the State of Nevada and the Clark County District Court for
any and all actions and proceedings arising hereunder.   If a
Dispute (defined below) arises between Purchaser and Merchant, either Purchaser
or Merchant may elect to arbitrate the Dispute rather than litigate the Dispute
in court.  “Dispute” means any dispute, claim or controversy between
Purchaser and Merchant that accrues before or after the date of this Agreement,
whether based in contract, statute, regulation, ordinance, tort, or any other
legal or equitable theory.  The party initiating the arbitration
proceeding may select from the following arbitration organizations, which will
apply the appropriate rules for commercial claims to arbitrate the Dispute:
American Arbitration Association (“AAA”), or National Arbitration Forum
(“NAF”).

       

      4.5.  Merchant
shall indemnify Purchaser and hold Purchaser harmless from and against all
liabilities, losses, costs or expenses, including but not limited to costs
associated with the enforcement of rights under this Agreement, including
attorney’s fees and court costs, that Purchaser may suffer, incur or sustain to
the extent arising out of: (i) a breach by Merchant of its representations,
warranties, covenants or agreements set forth in this Agreement: or (ii) the
enforcement of Purchaser ’s remedies set forth above.

       

      4.6.  To
secure the performance of those obligations of Merchant arising under Paragraph
3.1 of this Agreement, Merchant grants to Purchaser a continuing security
interest in the following property of Merchant: All accounts, chattel paper,
deposit accounts, documents, equipment, general intangibles, instruments,
personal property, assets, fixtures and inventory and in all proceeds of any of
the foregoing, all as such terms are defined in Article 9 of the
Uniform

       

      Commercial
Code in effect from time to time in the State of Nevada, wherever located, now
or hereafter owned or acquired by Merchant.  Merchant understands that
Purchaser may file one or more UCC-1 financing statements in order to perfect
the security interest created hereby and pursuant to the UCC.  In
addition to perfecting Purchaser’s security interest, the UCC-1financing
statement shall also serve to evidence the sale to Purchaser of the Purchased
Amount of Future Receivables.  By execution below, Merchant hereby
consents to the filing of the UCC-1 financing statement for the purposes set
forth herein, whether filed prior to, concurrently with or after the sale of the
Future Receivables.

       

      5.  Miscellaneous.

       

      5.1.  No
modification or amendment of any provision of this Agreement shall be effective
unless the same is in writing and signed by the parties hereto.

       

      5.2.  All
notices, requests, demands and other communications hereunder shall be in
writing and shall be delivered by certified mail, return receipt requested,
overnight delivery or hand delivery to the respective parties to this Agreement
at the addresses first set forth above.

       

      5.3.  No
failure on the part of Purchaser to exercise, and no delay in exercising, any
right under this Agreement shall operate as a waiver thereof, or shall any
single or partial exercise of any right under this Agreement preclude any other
or further exercise of any other right.  The remedies provided
hereunder are cumulative and not exclusive of any remedies provided by law or
equity.

       

      5.4.  This
Agreement shall be binding upon and inure to the benefit of Merchant, Purchaser
and their respective successors and assigns, except that Merchant shall not have
the right to assign its rights hereunder or any interest herein without the
prior written consent of Purchaser, which consent may be withheld in Purchaser
's sole discretion.  Purchaser reserves the right to assign this
Agreement with or without prior notice to Merchant.

       

      5.5.  All
representations, warranties and covenants herein shall survive the execution and
delivery of this Agreement and shall continue in full force and effect until all
obligations under this Agreement shall have been satisfied in full and this
Agreement is terminated.

       

      5.6.  In
the event that any one or more of the provisions contained in this Agreement is
adjudicated to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired.

       

      5.7.  The
section headings in this Agreement are inserted for convenience of reference
only and are not intended to be part, or to affect the meaning or
interpretation, of this Agreement.

       

      5.8.
This Agreement, together with the Account Control Agreement (in the event that
Merchant has elected Option 1-The Control Account Option), contains the entire
agreement and understanding between Merchant and Purchaser and supersedes all
prior agreements and understandings relating to the subject matter hereof or
thereof.

       

      5.9.  The
undersigned Merchant authorizes its financial institution to pay and charge
Merchant’s account by electronic fund transfer any amounts payable to Purchaser
and to accept all credits and debits made to Merchant’s account by electronic
fund transfer as a result of any and all services contemplated under this
Agreement.  This authorization shall remain in effect until revoked in
writing by Merchant. The account of Merchant through which Purchaser may make
all debits and credits contemplated in this provision is identified in that
certain Merchant ACH Authorization Form attached hereto; Merchant shall use that
account as its primary business bank account for its business, it shall cause
all credit and debit card receivables to be deposited in that account and it
shall not change the account or move it to another institution without the prior
written consent of Purchaser. In the event that Merchant has elected Option
1-The Control Account Option, the foregoing sentence shall not apply to credit
and debit card receivables to be deposited in the Control Account.

       

      5.10.  By
signing this Agreement as a Limited Guarantor on behalf of Merchant each Limited
Guarantor assumes and guarantees only those obligations of Merchant arising
under Paragraph 3.1 of this Agreement and agrees to pay Purchaser any damages
that arise from Merchant’s breach of its obligations under Paragraph 3.1 of this
Agreement.  This guarantee is unlimited, absolute and without
condition, and is binding upon each Limited Guarantor, the Limited Guarantor’s
heirs, legal representatives, successors and assigns.  Each Limited
Guarantor hereby authorizes inquiry into the Limited Guarantor’s personal and
business financial information, including, but not limited to, banking
relationships, references given, consumer reports and credit bureaus, and
criminal and civil matters.  Without limiting the generality of the
preceding sentence, each Limited Guarantor hereby authorizes Purchaser to obtain
consumer and/or investigative reports from one of more consumer reporting
agencies about Limited Guarantor.  Each Limited Guarantor acknowledges
receiving a copy of this Agreement and having read the terms of the Agreement,
including without limitation the guarantee set forth in this Paragraph, and the
Limited Guarantor’s signature below will serve as confirmation that the Limited
Guarantor understands all terms and conditions of this Agreement, including this
guarantee.

       

      5.11.
Merchant hereby authorizes inquiry into its business financial information,
including, but not limited to, banking relationships, references given, consumer
reports and credit bureaus, and criminal and civil matters.  Without
limiting the generality of the preceding sentence, Merchant hereby authorizes
Purchaser to obtain credit and/or investigative reports from one of more
reporting agencies about Merchant and its business. Merchant agrees that
Merchant shall permit (a) representatives of the Purchaser to visit and inspect
the properties of Merchant during business hours, and (b) upon 1 business days
notice, representatives of Purchaser to (i) inspect and make extracts from and
copies of Merchant’s books and records and (ii) discuss with Merchant its
businesses, assets, liabilities, financial positions, results of operations and
business prospects.

       

      Purchaser:
GIA CAPITAL,
INC.                                    Merchant:    Landis
Salons, Inc.

       

      By:
_____________________________________      By:   /s/  Richard
Surber

       

        (Signature)                                                                                     (Signature)

       

      Print Name:
_______________________________   Print Name:   Richard
Surber

       

       

       

      Title:
____________________________________    Title:
_______CEO____________________________

       

       

       

      Date:_____________________________________   Date:_______11.14.08
___________________________

       

       

       

      Limited
Guarantor(s):

       

      /s/  Richard
Surber

       

      Print
Name:    Richard
Surber  Date:____11.14.08__________________________

       

                                                                      Print
Name: ___________________________________

       

                                                                      Date:_________________________________________

       

      By
placing its initial next to the applicable statement below, Merchant hereby
elects either the Option 1 – The Control Account Option or Option 2 – The
Processor Split Option pursuant to the terms set forth in this
Agreement.

       

      __/s/____
Merchant hereby elects Option 1 – The Control Account Option

       

      ________Merchant
hereby elects Option 2 – The Processor Split Option