EXHIBIT 10.2








ACQUISITION AND PURCHASE AGREEMENT
 


DATED AS OF


April
29, 2016


BY AND BETWEEN




MEDINA
INTERNATIONAL HOLDINGS, INC.




AND


 


 Daniel Medina and
Rao Mankal









AGREEMENT 




This AGREEMENT, dated as of
April  29, 2016 (the "Agreement"), is by and between MEDINA INTERNATIONAL
HOLDINGS, INC. ("MIHI"), a Colorado Corporation, and Daniel Medina   and Rao
Mankal (" Purchasers ")




WHEREAS, the Board
of Directors of MIHI has approved the Agreement (the "Agreement");




NOW, THEREFORE, in
consideration of the foregoing and to document the respective intentions,
representations, warranties, covenants and agreements by and between the
undersigned, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties do hereby agree as follows:


ARTICLE I

THE CONSIDERATION


SECTION
1.01 Consideration and Acquisition. The  consideration
deliverable at Closing  between the parties is as follows:


In consideration for the conveyance by MIHI to  PURCHASERS , of 100% of
the issued and outstanding stock of Harbor Guard Boats, Inc., (a California
Corporation), holder of the assets listed on exhibit A, Purchasers shall assume
all of the debt as listed on Exhibit B, obtaining releases of the debt
satisfactory to MIHI to be delivered at closing, and Purchasers shall execute a
separate indemnity agreement that shall survive the closing hereunder
indemnifying MIHI from all of the debt associated with Harbor Guard Boats, Inc.
including any taxes, franchise taxes, personal property taxes or sales taxes
that may ever be asserted against MIHI for the Harbor Guard Boats, Inc.
operations.


SECTION 1.02  Effective Date of the
Acquisition


The Acquisition shall be
deemed effective as of April 29, 2016, regardless of the date of the
requirement of delivery of certain items deliverable under this or any related
transaction documents,  including the delivery of the certificate for the
shares of Stock of Harbor Guard Boats, Inc. duly executed with a stock power by
Purchasers to MIHI simultaneously with the delivery of the assumption and the
releases of the debt, and the executed Indemnity Agreement as set forth in 1.01
above.




ARTICLE
II




TITLE AND LICENSING MATTERS


SECTION 2.01  Title


MIHI
warrants and represents that when delivered hereunder, the shares of Harbor
Guard Boats, Inc., shall be free and clear of all liens and encumbrances, and
the conveyance of the shares of Harbor Guard Boats, Inc. will not trigger a
default or be an event of default as to any other business aspect or matter
pertaining to MIHI.


-1- 





ARTICLE III


CLOSING


 


SECTION
3.01  Closing


Unless
this Agreement shall have been terminated and the transactions herein contemplated
shall have been abandoned pursuant to Article VIII, and subject to the satisfaction
or waiver of the conditions set forth in Article VII, the closing of the
Acquisition (the "Closing") shall take place as soon as reasonably practicable
(but in no event on written notice of less than two (2) business days) after
all of the conditions set forth in Article VII are satisfied or, to the extent extended
hereunder, at the offices of_____________, located at _____________________ on
or before 10:00 a.m. local time on _________________, or at such other time and
place as may be agreed to in writing by the parties hereto (the date of such
Closing being referred to herein as the "Closing Date") at which time the
Assets and the consideration identified in Section 1.01 shall be delivered.


ARTICLE IV

REPRESENTATIONS
AND WARRANTIES OF MIHI


Except as set forth in the
applicable section of any disclosure schedule delivered by "MIHI" to Purchasers
prior to the execution of this Agreement (the "MIHI" Disclosure Schedule"), MIHI
represents and warrants to Purchasers as follows:


SECTION
4.01   Organization of MIHI; Authority


MIHI is an entity duly
organized, validly existing, and in good standing under the laws of the State
of Colorado.  MIHI has all requisite corporate power and corporate authority to
enter into the transaction documents to which it is a party ("Transaction
Documents"), to consummate the transactions contemplated hereby and thereby, to
own, lease and operate its properties, and to conduct its business.  The
execution, delivery, and performance by MIHI of the Transaction Documents and
the consummation of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action on the part of MIHI,
including, without limitation, the approval of the board of directors of MIHI. 
The Transaction Documents have been duly executed and delivered and, assuming
that the Transaction Documents constitute a valid and binding obligation of the
other parties thereto, constitute a valid and binding obligation of MIHI,
enforceable against MIHI in accordance with their terms.  


SECTION
4.02   No Violation; Consents and Approvals


The execution and delivery
by MIHI of the Transaction Documents does not, and the consummation of the
transactions contemplated hereby and thereby and MIHI's compliance and
performance with the terms hereof and thereof will not, conflict with or result
in any violation of or default (or an event which, with notice or lapse of time
or both, would constitute a default) under, (a) the terms and conditions or
provisions of the certificate of incorporation or by-laws of MIHI (b) any Law
applicable to MIHI or the property or assets of MIHI, or (c) give rise to any
right of termination, cancellation or acceleration under, or result in the
creation of any lien upon any of the properties of MIHI under any contract to
which MIHI is a party or by which MIHI or any assets of MIHI may be bound.  No  

-2- 





governmental
approval is required to be obtained or made by or with respect to MIHI in
connection with the execution and delivery of this Agreement or the
consummation by MIHI of the transactions contemplated hereby.


SECTION
4.03   Litigation; Compliance with Laws


(a)   There are no claims, actions, suits, investigations or proceedings
pending or, to the knowledge of MIHI, threatened against, relating to or
affecting MIHI, its business or its assets that could prevent or enjoin, or
delay in any respect, consummation of the transactions contemplated hereby or
MIHI's operation of its business after Closing.  MIHI is not in default under
any order, license, regulation or demand of any federal, state, or local court
or other governmental agency with respect to any order, writ, injunction, or
decree of any court or such agency.


(b)    MIHI has complied with, and is in compliance in all material respects
with, all federal, state, and local statutes, laws, regulations, ordinances,
rules, judgments, orders or decrees applicable to MIHI, the operation of its
business, and its assets (individually, a "Law" and collectively, "Laws").  MIHI
has received no notice from any federal, state, or local court, agency, organization,
or political subdivision (each, a "Governmental Entity") or other person of any
violation of any Law.  MIHI has obtained and holds all required permits,
licenses, certificates of authority, orders, and approvals (collectively,
"Licenses") of, and has made all filings, applications and registrations with,
federal, state, local, or foreign governmental or regulatory bodies that are
required in order to permit it to carry on its business as presently conducted
and the absence of which would have an adverse effect on such business.  All
such Licenses are in full force and effect and current.  To the knowledge of
MIHI, no suspension or cancellation of License is threatened, no violations are
or have been recorded in respect of any such License, and no proceeding is
pending, or, to the knowledge of "MIHI", threatened to revoke or limit any such
License.


SECTION 4.05  No
Brokers or Finders


Neither MIHI nor any of its officers, directors,
employees, or agents has employed any broker or finder or incurred any
liability for any financial advisory fees, brokerage fees, consulting fees,
commissions or finder's fees, and no broker or finder has acted directly or
indirectly for MIHI, in connection with this Agreement or the transactions contemplated
hereby, in each case, whose fees MIHI would be required to pay.


ARTICLE V

ADDITIONAL AGREEMENTS


SECTION
5.01  Legal Conditions to Transaction; Reasonable Efforts


The parties shall take all
reasonable actions necessary to comply promptly with all legal requirements which
may be imposed on itself with respect to the Transaction and will promptly
cooperate with and furnish information to each other in connection with any
such requirements imposed upon any of them in connection with the Transaction. 
The parties will take all reasonable actions necessary to obtain (and will
cooperate with each other in obtaining) any consent, authorization, order or


-3- 





approval of, or any exemption by, any Governmental Entity or other public or
private third party, required to be obtained or made by the parties in
connection with the Transaction or the taking of any action contemplated
thereby or by this Agreement. 


SECTION
5.02  Certain Filings 



Each party shall cooperate
with the other in (a) connection with the preparation of an announcement or
required filings, (b) determining whether any action by or in respect of, or
filing with, any governmental body, agency, official or authority is required,
or any actions, consents, approvals or waivers are required to be obtained from
parties to any material contracts, in connection with the consummation of the
transactions contemplated by this Agreement and (c) seeking any such actions,
consents, approvals or waivers or making any such filings, furnishing
information required in connection therewith and seeking timely to obtain any
such actions, consents, approvals or waivers.  Each party shall consult with
the other in connection with the foregoing and shall use all reasonable
commercial efforts to take any steps as may be necessary in order to obtain any
consents, approvals, permits or authorizations required in connection with the
transaction.


SECTION
5.04   Public Announcements and Filings


Prior to any release, each
party shall give the other a reasonable opportunity to comment upon, and, unless
disclosure is required, in the opinion of counsel, by applicable Law, approve
(which approval shall not be unreasonably withheld), all press releases or
other public communications of any sort relating to this Agreement or the transactions
contemplated hereby.


SECTION
5.05  TAX Matters


No representation is made with regard to the tax
implications of the agreement for any entity or investor. 




ARTICLE VI

CONDITIONS
OF THE CLOSING


SECTION
6.01   Conditions to Each Party's Obligation to Effect the Transaction


The respective obligations
of each party to close the Transaction contemplated herein shall be subject to
the satisfaction at or prior to the Closing of the following condition, which
may be waived, in whole or in part to the extent permitted by applicable Law. 
No Governmental Authority of competent jurisdiction shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, execution
order, decree, injunction or other order (whether temporary, preliminary or
permanent) which is in effect and which materially restricts, prevents or
prohibits consummation of the Transaction or any transaction contemplated by
this Agreement; provided, however, that the parties shall use reasonable
commercial efforts to cause any such decree, judgment, injunction or other
order to be vacated or lifted.

-4- 





SECTION 6.02   Additional
Conditions of Obligations of MIHI


The obligation of MIHI to
effect the Transaction is also subject to the satisfaction at or prior to the
Closing Date of the following additional conditions unless waived in writing by
MIHI:


(a)        Representations and Warranties.  The
representations and warranties of Purchasers set forth in this Agreement shall
be true and correct in all material respects [except for those representations
and warranties qualified by materiality] as of the date of this Agreement and
as of the Closing Date as though made on and as of the Closing Date, except as
otherwise contemplated by this Agreement.


(b)        Performance of Obligations of
Purchasers.  Purchasers shall have performed in all material respects all
conditions, covenants, agreements and obligations required to be performed by
her under this Agreement at or prior to the Closing Date.


 (d)       Third Party Consents.  
Purchasers shall have obtained all consents and approvals, required to be
obtained prior to or at the Closing Date, from third parties or Governmental
Authorities in connection with the execution, delivery and performance of this
Agreement and the consummation of the transaction contemplated hereby. 


SECTION
6.03   Additional Conditions of Obligations of  Purchasers 



The obligation of
Purchasers to close the Transaction is also subject to the satisfaction at or
prior to the Closing Date of the following additional conditions unless waived
in writing by  Purchasers :


(b)       Performance of Obligations of MIHI. 
MIHI shall have performed in all material respects all conditions, covenants,
agreements and obligations required to be performed by it under this Agreement
at or prior to the Closing Date.


(c)        Deliveries.  At the Closing,
MIHI shall have delivered to Purchasers, a certificate for 100% of the duly
issued and authorized common shares of Harbor Guard Boats, Inc., a California
Corporation.


ARTICLE VII

TERMINATION


SECTION
7.01   Termination


This Agreement may be
terminated at any time prior to closing, by MIHI or  Purchasers  as set forth
below:


(a)        by mutual consent of the board of
directors of MIHI and  PURCHASERS ; or


-5- 






(b)        by MIHI upon written notice to
PURCHASERS , if any condition to the obligation of MIHI to close contained in
Article VII hereof has not been satisfied by ninety (90) days after date hereof
(the "End Date") (unless such failure is the result of MIHI's breach of any of
its representations, warranties, covenants or agreements contained herein or
failure to diligently pursue and fulfill any of its duties and obligations
hereunder); or


(c)        by Purchasers upon written notice to
MIHI, if any condition to the obligation of Purchasers to close contained in
Article VII hereof has not been satisfied by the End Date (unless such failure
is the result of  PURCHASERS 's or  PURCHASERS 's breach of any of its
representations, warranties, covenants or agreements contained herein or
failure to diligently pursue and fulfill any of her duties and obligations
hereunder); or


(d)        by MIHI or by Purchasers if the board
of directors or special committee of MIHI or Purchasers acting with authority
granted by said company's by-laws or board of directors determines, in good
faith, based upon the written opinion of its outside legal counsel, that the
failure to terminate this Agreement would constitute a breach of the fiduciary
duties of the MIHI or Purchasers board of directors or special committee to the
MIHI stockholders or Purchasers stockholder under applicable Law; or 


(e)        by MIHI or  PURCHASERS , upon written
notice to the other party, in the event that any Governmental Entity shall have
issued any order, decree, or injunction or taken any other action restraining,
enjoining, or prohibiting any of the transactions contemplated by this Agreement,
and such order, decree, injunction or other action shall have become final and
non-appealable.


SECTION
7.02   Effects of Termination


In the event of any
termination of this Agreement as provided in Section 8.01 of this Agreement,
this Agreement shall forthwith become wholly void and of no further force and
effect (other than Article VIII and Article X, which shall remain in full force
and effect); provided that nothing herein shall relieve any party from liability
for breaches of this Agreement prior to its termination.


SECTION 7.03  Fees, Costs and Expenses


Whether or not the
Transaction is consummated, all legal costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such cost and expense.


ARTICLE VIII


SURVIVAL
OF REPRESENTATIONS AND WARRANTIES;


POST-CLOSING
CONDITIONS AND COVENANTS


SECTION 8.01  Survival
of Representations and Warranties


 The covenants, agreements,
obligations, representations and warranties of the parties set forth in this
Agreement shall survive the Closing.  


-6- 





SECTION 8.02  Indemnifications


            The
Purchasers shall deliver a separate Indemnification Agreement at closing which
shall provide as follows, together with such other reasonable language as is
necessary to complete an enforceable agreement of indemnity.


(a)        Purchasers shall
indemnify MIHI against and save and hold MIHI and the estates, legatees,
devisees, legal and personal representatives, successors and assigns (collectively
the "Indemnified Parties") forever harmless from any and all accounts, actions,
assessments, causes of action, claims, contracts, controversies, costs,
covenants, damages, debts, demands, disbursements, expenses, interest,
liabilities, losses, judgments, penalties, promises and suits whatsoever
(including without limitation punitive and consequential damages), including
all reasonable attorneys' fees and expenses of counsel, and other reasonable
expenses incurred by an Indemnified Party in connection with the investigation
of, preparation for, or defense of, any pending or threatened claim, action or
proceeding, whether or not resulting in any liability and whether or not such
Indemnified Party is a party, which fees and expenses shall be paid or
reimbursed by Purchasers as they are incurred by the Indemnified Party),
imposed upon, incurred or sustained by, or asserted against an Indemnified
Party, as a result of or arising out of or by virtue of:


 (i)        Any breach of any representation or warranty made
by Purchasers to MIHI herein or in any agreement, document, assumption,
release, or instrument executed and delivered pursuant hereto or in connection
herewith; and


(ii)        The failure of Purchasers to comply with, or the
breach by Purchasers of, any of the covenants of this Agreement or in any agreement,
document or instrument executed and delivered pursuant hereto or in connection
herewith, to be performed by Purchasers (including, without limitation, this
Section 8.02(a). 


The Indemnified Party shall
give Purchasers written notice of any matter hereby indemnified against, and Purchasers
shall satisfy, pay and discharge any and all of an Indemnified Party's
above-described claims, demands, damages, costs, expenses, etc. under this indemnity
within ten (10) days of the sending of said notice.  In the event that the
matter indemnified hereunder involves an action at law or in equity against an
Indemnified Party by a 3rd party, or any type of quasi-judicial,
administrative or other type of proceeding against an Indemnified Party by a 3rd
party, the Indemnified Party shall give Purchasers written notice of said
matter within ten (10) days of discovery thereof.  Purchasers may and, upon the
Indemnified Party's request, shall at Purchasers' expense, resist and defend
such matter by counsel selected by Purchasers and reasonably approved by the
Indemnified Party.  The appearance of an Indemnified Party in any such defense
shall not constitute a waiver of its right to require Purchasers to fulfill its
obligations under this indemnity.  An Indemnified Party shall provide such
information and cooperation as Purchasers shall reasonably request, and Purchasers
shall satisfy, pay and discharge any and all judgments and fines that may be
recovered against an Indemnified Party in any such action or actions.  


MIHI shall give Purchasers written
notice of any matter hereby indemnified against, and Purchasers shall satisfy,
pay and discharge any and all of MIHI's above-described claims, demands,
damages, costs, expenses, etc. under this indemnity within ten (10) days of the
sending of said notice.  In the event that the matter 


-7- 





indemnified hereunder
involves an action at law or in equity against MIHI by a 3rd party,
or any type of quasi-judicial, administrative or other type of proceeding
against MIHI by a 3rd party, MIHI shall give Purchasers written
notice of said matter within ten (10) days of discovery thereof.  Purchasers may
and, upon MIHI's request, shall at  Purchaser's expense, resist and defend such
matter by counsel selected by Purchasers and reasonably approved by MIHI.  The
appearance of MIHI in any such defense shall not constitute a waiver of its
right to require Purchasers to fulfill her obligations under this indemnity.  MIHI
shall provide such information and cooperation as Purchasers shall reasonably
request, and Purchasers shall jointly and severally satisfy, pay and discharge
any and all judgments and fines that may be recovered against MIHI in any such
action or actions.  


ARTICLE IX

MISCELLANEOUS


SECTION
9.01 Notices


Any notice or communication
required or permitted by this Agreement shall be given in writing and addressed
as follows:


if to MIHI to:


 


MEDINA INTERNATIONAL HOLDINGS, INC.


                                                 


                                                 


                                                 






if to
Purchasers               


                                     




Notices shall be served personally, by
overnight express mail service by a nationally recognized courier, or by first-class,
certified mail, return receipt requested, postage pre-paid.  If sent
personally, notice shall be deemed delivered upon receipt.  If sent by
overnight express mail service, notice shall be deemed delivered 24 hours after
delivery into the possession and control of the courier.  If sent by
first-class, certified mail, return receipt requested, notice shall be deemed
delivered the earlier of seventy-two (72) hours after mailing or the date on
the return receipt, a refusal being deemed a delivery on the date of refusal. 
If the party to whom any such notice is sent has relocated without leaving a
forwarding address, then the notice shall be deemed delivered on the date the
notice-receipt is returned stating that the same was undeliverable at such
address.  Any party may give notification to the other party in any manner
described above for change of address for the sending of notices.


-8- 





SECTION
9.02  Amendment; Waiver


This Agreement may be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may be given, provided that the same are in writing and
signed by or on behalf of all of the parties hereto.


SECTION
9.03  Successors and Assigns


This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, estates, legal and personal representatives, successors and
assigns; provided, that no party shall assign, delegate, or otherwise transfer
any of its rights or obligations under this Agreement without the written
consent of the other party hereto.


SECTION
9.04 Governing Law


This Agreement shall be
construed in accordance with and governed by the law of the State of Colorado
without regard to principles of conflict of laws.


SECTION 9.05  Mediation / Arbitration  




(a)        In the event
that a dispute should arise under this Agreement, the dispute shall be submitted
to mediation under the Uniform Mediation Act (even if said Act has not been
adopted in the State of Colorado.  Upon written notice by one party to the
other of a dispute for mediation, seven (7) days shall be provided for the
answer, including an indication of the answering party's willingness to move
forward with mediation.  In the event said answering party is NOT willing
to mediate the identified dispute, the matter shall be moved forward to
arbitration as set forth below.  All costs of mediation shall be equally
borne by the parties hereto.


(b)        In the event
that one or both parties determine that Mediation of an identified dispute is
unacceptable, the dispute shall be settled by binding arbitration conducted in
Denver, Colorado in accordance with the Expedited Procedures of the Commercial
Arbitration Rules of the American Arbitration Association, modified as follows:
The party seeking arbitration shall submit to the other party a statement of
the issues(s) to be arbitrated and shall designate such party's nominated
arbitrator.  The responding party shall respond with any additional or
counter statement of the issue(s) to be arbitrated and shall designate the
responding party's arbitrator within fourteen (14) days after receipt of the
initial notice of arbitration.  The two (2) arbitrators thus nominated
shall proceed promptly to select a third arbitrator, who will conduct the
arbitration hearing as promptly as the circumstances allow, and within a
schedule set forth to both parties not less than 30 days following appointment
unless a shorter time is agreed in writing by both parties hereto, and shall
render a decision in writing.  Any decision rendered in any arbitration
shall be accepted by the parties as final and binding, and shall be controlled
by the United States Arbitration Act, 9 U.S.C. §1, et seq.  Any judgment
awarded may be entered and recorded in any court of competent jurisdiction. 
The arbitration panel shall have no authority to make any ruling, finding or
award that does not conform to applicable law.  The arbitrator shall have authority
to award costs and attorney fees to the prevailing party in accordance with the
merits and good faith position asserted by the parties.

-9- 





SECTION 9.06  Consent
to Jurisdiction


Each of the parties hereby
irrevocably and unconditionally submits to the exclusive jurisdiction of any
court of the State of Colorado or any federal court sitting in Colorado for
purposes of any suit, action, or other proceeding arising out of this Agreement
and the Transaction Documents (and agrees not to commence any action, suit or
proceedings relating hereto or thereto except in such courts).  Each of the
parties agrees that service of any process, summons, notice or document
pursuant to the laws of the State of Colorado and on the parties designated in
Section 9.01 shall be effective service of process for any action, suit or
proceeding brought against it in any such court.


SECTION 9.07 Counterparts;
Effectiveness


(a)        This
Agreement may be signed and transmitted by facsimile machine or by electronic
mail.  The signature of any person on a facsimile/electronically transmitted
copy hereof shall be considered an original signature, and a facsimile/electronically
transmitted copy hereof shall have the same binding effect as an original
signature on an original document.  At the request of any party hereto, any
facsimile/electronic copy of this Agreement shall be re-executed in original
form.  No party hereto may raise the use of a facsimile machine or computer, or
the fact that any signature was transmitted through the use of a facsimile
machine or electronically as a defense to the enforcement of this Agreement or
any amendment or other document executed in compliance with this paragraph.




(b)        The exchange of
copies of this Agreement and of signature pages by facsimile transmission
(whether directly from one facsimile device to another by means of a dial-up
connection or whether mediated by the worldwide web), by electronic mail in
"portable document format" (".pdf") form, or by any other electronic means
intended to preserve the original graphic and pictorial appearance of a
document, or by a combination of such means, shall constitute effective
execution and delivery of this Agreement as to the parties and may be used in
lieu of an original Agreement for all purposes. Signatures of the parties
transmitted by facsimile shall be deemed to be their original signatures for
all purposes. 


(c)        This Agreement
may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. 


SECTION 9.08  Entire Agreement; No Third
Party Beneficiaries; Rights of Ownership


Except as expressly
provided herein, this Agreement (including the Exhibits, documents, and the
instruments referred to herein) constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof.  Except as expressly
provided herein, this Agreement is not intended to confer upon any person,
other than the parties hereto, any rights or remedies hereunder.  The parties
hereby acknowledge that MIHI shall not be deemed to have acquired the Assets
until Closing of the transactions described herein.


-10- 





SECTION
9.09  Headings


The headings contained in
this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.


SECITON 9.10  No
Strict Construction


The parties hereto have
participated jointly in the negotiation and drafting of this Agreement.  In the
event an ambiguity or question of intent or interpretation arises under any
provision of this Agreement, this Agreement shall be construed as if drafted
jointly by the parties thereto, and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement.


SECTION 9.11  Severability


If any term or other
provision of this Agreement is invalid, illegal or unenforceable, all other
provisions of this Agreement shall remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby is not
affected in a manner that is materially adverse to any party.


SECTION 9.12   Attorneys
Fees


In the event it becomes
necessary for any party to employ legal counsel or to bring an action at law,
in equity or other proceedings to enforce any of the terms of this Agreement,
the prevailing party in any such action or proceeding shall be awarded its
costs and reasonable attorneys' fees from the non-prevailing party. 


SECTION 9.13 Directors 
Replacement


After the approval of this
transaction by the Board, effective at the closing, the Board shall shall
appoint two more directors concurrent with the closing hereof, Cory Coppage and
Redgie Green, and John Eric Lewis and Mike Gallo shall tender their
resignations as directors effective upon the closing, and Rao Mankal and Daniel
Medina agree to serve as directors until a Section 14 f Notice has been mailed,
or 90 days whichever is earlier.


SECTION
9.13   Confidentiality


Each party to this
Agreement will hold, and will cause its respective directors, officers,
employees, agents, consultants, and advisors to hold, in strict confidence,
unless, based on the advice of outside counsel, disclosure to a Governmental
Entity is necessary or appropriate in connection with any necessary regulatory
approval, or request for information or similar process, or unless compelled to
disclose by judicial or administrative process or by other requirement of law
or the applicable requirements of any Governmental Entity (in which case, the
party permitted to disclose such information shall, to the extent legally
permissible and reasonably practicable, provide the other party with prior
written notice of such permitted disclosure), all nonpublic records, books,
contracts, instruments, computer data and other data and information
(collectively, "Confidential Information") concerning the other
party hereto furnished to it by such other party or its representatives pursuant
to this Agreement (except to the extent that such information can be shown to
have been (a) previously known by such party on a non-

-11- 






confidential basis, (b) in
the public domain without disclosure by such party in breach of this Agreement,
or (c) later lawfully acquired from other sources by the party to which it was
furnished), and neither party hereto shall release or disclose such Information
to any other person, except its auditors, attorneys, financial advisors, other
consultants, and advisors with the express understanding that such parties will
maintain the confidentiality of the Information and, to the extent permitted
above, to bank regulatory authorities.




[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE IMMEDIATELY FOLLOWS]



  

 

 

 

 

 

 

 

 

 

-12- 












 EXHIBIT A