**Exhibit
10.2**
 
 
 
 
 
 
 May 3,
2005
 
 
 
 Robert
Eastep, C.F.O.
 America’s
MoneyLine, Inc
 4880 Cox
Road
 Glen
Allen, VA 23060
 
 Saxon
Capital, Inc.
 4860 Cox
Road, Suite 300
 Glen
Allen, VA 23060
 
 
 
 Re:
Acquisition of Assets
 
 Dear
Robert:
 
 This
letter (“Offer Letter”) will memorialize the proposed offer by Bravo Credit
Corporation (“Bravo”) to America’s MoneyLine, Inc. (“AML”) for the acquisition
of certain assets of AML and the terms and conditions applicable to Bravo and
Encore Credit Corp. (“Encore” and together with Bravo, “Buyer”) and Saxon
Capital, Inc. (“Saxon”). This Offer Letter is not deemed to be an offer by
Bravo, nor can it be accepted by AML until executed by an authorized officer of
Bravo. The proposed date of the acquisition (the “ **Acquisition** ”) will
be May 16, 2005 and will include the following:
 
 **Acquisition
by Bravo**
 
 · **Full
Operations:** Bravo
will acquire full operations, workforce and related benefits of five
retail origination branches located in Connecticut, New Jersey, North
Carolina,
 Maryland
and Texas (the “Five Branches”).
 · **Five
Branches** : The
addresses of the Five Branches are as follows:
 o 612
Wheelers Farm Road, Milford, CT 06460 (“CT Branch”)
 o 6305 Ivy
Lane, Suite 120, Greenbelt. MD 20770 (“MD Branch”)
 o 4237
Louisburg Road, #110, Raleigh, NC 27604 (“NC Branch”)
 o 8131 LBJ
Freeway, Suite 770, Dallas, TX 75251 (“TX Branch”)
 o 1422
Route 70 East, Cherry Hill, NJ 08034 (“NJ Branch”)
 · **Assumption** : Bravo
will assume the leases, furniture, equipment, payroll cost, and all other
non-payroll expenses and contracts of the Five Branches.
  1
  Robert
Eastep
 Page
2
 May 3,
2005
 
 
 · **Tampa
Branch** : Bravo
will acquire the workforce, made up solely of the branch manager, loan officers
and processors, of the branch located in Tampa, FL (“Tampa
Branch”) but not the leases, furniture, equipment, or any other non-payroll
cost.
 · **Cost:** Bravo
will pay $15,000 each for the Five Branches at the time each branch is acquired,
in exchange for any and all non- leased equipment currently located in each of
the Five Branches, including but not limited to furniture, cubicles, phone
system and phones, computers, copiers, fax machines, and supplies as of the date
of execution of this Offer Letter. Bravo will assume the leases on any equipment
located in each of the Five Branches that is subject to a lease. Scanners and
scanner personal computer workstations in the Dallas, TX office shall not
convey. If all of the Five Branches have been acquired by Bravo no later than
7/1/05, Bravo will pay AML the additional sum of $50,000.00 within five (5)
business days following the date of the Acquisition of the fifth branch. If less
than all of the Five Branches have been acquired by 7/1/05, Bravo will pay the
following amounts for each branch that is acquired by 7/1/05: CT Branch $7500,
NC Branch $7500, NJ Branch $7500, MD Branch $7500, TX Branch $20,000. This
payment will be made in a lump sum within five (5) business days of
7/1/05.
 · **Security
Deposit(s)** : Bravo
will pay AML the amount of each security deposit referenced
in each lease that is assumed by Bravo within ten (10) days of the
effective
 date of
each assignment.
 · **Press
Release:** Buyer
agrees to the language of Saxon’s press release reflecting the Acquisition
described herein which is attached hereto as Exhibit A and incorporated
by
 reference
(“Saxon’s Press Release”). The press release of ECC Capital Corporation, an
indirect parent of Bravo, reflecting the Acquisition described herein is
attached hereto as Exhibit B and is incorporated by reference (“ECC’s Press
Release”). Buyer and AML and Saxon mutually agree that both Saxon’s Press
Release and ECC’s Press Release will not be made available to the public before
12:30 PM EST on Wednesday May 4, 2005 (the “Public Announcement”).
 ·
    **Retention
      Bonus:**Bravo will provide each employee of AML that is acquired pursuant to this
      Offer Letter (“Acquired Employees”) with a retention bonus as reflected in
      the employment offer letters (“Employment Offer Letters”) the appropriate
      version of which will be given to each Acquired Employee according to
      their job title and location. The four versions of the Employment Offer
      Letters are attached hereto as Exhibit C and incorporated by reference
      herein.
 ·
    **Indemnification:**Buyer
      will indemnify and hold AML and Saxon harmless from the costs or damages
      related to any litigation, or any claims filed with government agencies,
      brought against AML or Saxon by any Acquired Employee
  if:
 o
    The
      claim is based solely on the conduct of a Buyer employee (that is not one
      of the Acquired Employees); and
 o
    The
      claim is based only on conduct which occurred after the Acquisition;
      and
 o
    The
      litigation or claim is filed or brought within six (6) months from the
      date the individual bringing the claim or lawsuit became a Bravo
      employee.
 ·
    Buyer
      will indemnify and hold AML and Saxon harmless from the costs or damages
      or any litigation related to Bravo’s default on any of the leases assigned
      pursuant to this Offer Letter.
  2
  Robert
Eastep
 Page
3
 May 3,
2005
 
 
 The
Acquisition as to each of the Five Branches will be contingent upon the
conditions below having been completed by May 16, 2005 (the “ **Conditions** ”). If
the Conditions below are not met for any individual branch by May 16, 2005, any
of the Five Branches will be acquired separately by Bravo up to July 1, 2005 if
the Conditions have been met by July 1, 2005:
 
 **Conditions
of Acquisition**
 
 · **List
of employees:** AML will
have provided a list of employees that are currently located at each of the Five
Branches and the Tampa Branch as of the date of execution of
 this
Offer Letter.
 · AML will
have provided a list of employees that have worked in each of the Five Branches
and the Tampa Branch within the last 90 days from the date of execution of
this
 Offer
Letter.
 · **Access
and Public Announcement** : On May
4, 2005 at 12 PM EST Fred Elflein and Jolene Bushnell of Bravo and Jim Smith of
AML will meet with the workforce from the Five Branches and the Tampa Branch via
conference call to jointly explain the Acquisition and the follow up office
visits by **** Fred
Elflein, Jolene Bushnell and/or Bravo management and personnel at each of the
Five Branches and the Tampa Branch. Fred Elflein will attend the conference call
from the TX Branch. The Public Announcement will occur after the commencement of
the conference call. After the Public Announcement on May 4, 2005 Fred Elflein
and Jolene Bushnell will be permitted to meet with the employees of the Five
Branches and the Tampa Branch as needed by the schedule of Bravo. AML may at its
discretion designate an AML representative to be present at each of these
meetings but will in no way interfere with the meeting schedule of Bravo. Each
visit shall be for the sole purpose of describing the Acquisition, communicating
offers of employment with Bravo, including the distribution of the Employment
Offer Letters, executing necessary documents needed for licensing, and
describing Bravo’s policies.
 ·
    **Terms
      of Employment:**Bravo
      agrees to make offers of employment to 100% of the current AML employees
      in the Five Branches and the Tampa Branch on the terms stated in the
      attached Employment Offer Letters based on each individual’s proposed job
      title (see Exhibit C) and the Bravo Employment Agreement (Exhibit D) and
      the applicable Bravo Commission Plans (Exhibit E).
 ·
    **Criminal
      Background Check:**Should
      the criminal background check obtained by Bravo on any Acquired Employee
      that accepts employment with Bravo not meet the standards of Bravo for an
      offer of employment, and that employee is therefore not employed by Bravo,
      the employee’s acceptance will still be counted toward the Minimum Number
      of Employees required below, unless AML or Saxon had prior knowledge of
      such Acquired Employee’s conviction of, or accepted plea of guilty or no
      contest to a felony charge.
  3
  Robert
Eastep
 Page
4
 May 3,
2005
 
 
 
 · **Number
of Employees: In order for the Acquisition to be consummated (“Minimum Number of
Employees”),**
 o Four of
the branch managers currently located at the Five Branches as of the date of
execution of this Offer Letter must accept employment with Bravo (the “Four
Branch Managers”). If less than the Four Branch Managers accept employment with
Bravo, Bravo is not obligated to go forward with the Acquisition of the Five
Branches, but may within its discretion, acquire any of the Five Branches
individually for which all other Conditions have been met.
 
 In order
for each Acquisition of the Five Branches to be consummated, the following
minimum number of employees, including managers, must accept employment with
Bravo:
 o
    Seven
      (7) of the employees currently located at the CT Branch as of the date
      of  execution of this Offer Letter;
and
 o
    Six
      (6) of the employees currently located at the MD Branch as of the date of
      execution of this Offer Letter; and
 o
    Thirteen
      (13) of the employees currently located at the TX Branch as of the date of
      execution of this Offer Letter; and
 o
    Seven
      (7) of the employees currently located at the NJ Branch as of the date of
      execution of this Offer Letter; and o
    Six
      (6) of the employees currently located at the NC Branch as of the date of
      execution
      of this Offer Letter.
 
 · **Landlord
Consent:** AML will
have obtained written landlord consent to assign each of the leases for the Five
Branches to Bravo.
 · **Assignment
of Leases** : For
each lease where landlord has given consent to assignment, AML will have
prepared and executed assignments to Bravo for the leases for each of the Five
Branches.
 ·
    AML
      shall remove all AML information and non-transferable licensed
      applications, software or operating systems from all computers and servers
      prior to the date of the Acquisition of each
branch.
 ·
    **Agreement
      for Assignment, Sale, and Transfer:**The parties will enter into a mutually acceptable agreement for the
      Acquisition containing all of the terms stated in this Offer
      Letter.
 
  4
  Robert
Eastep
 Page
5
 May 3,
2005
 
 
 
 By
executing this Offer Letter, AML or Saxon, as applicable, is making the
following representations and warranties to Bravo or Buyer, as applicable:
 
 **Representations
and Warranties by AML or Saxon**
 
 · **Prior
and Pending Claims** : None of
the employees currently located at each of the Five Branches and the Tampa
Branch have ever been a party to any type of AML or Saxon related
 litigation,
employment claim or complaint of any kind against AML or Saxon filed with any
government agency, or made any internal complaints, excluding anonymous or other
complaints lacking sufficient identifying information to AML or Saxon’s Human
Resources Departments or to a manager or supervisor of AML or Saxon against any
employee currently located at any of the Five Branches or the Tampa Branch
relating to Sexual Harassment, Discrimination, or any other act that, if true,
would violate any state or federal employment laws except as described in
Exhibit F.
 · **Relocation:** AML and
Saxon will not, from the date of execution of this Offer Letter to the date of
Acquisition of each of the Five Branches, relocate any of the employees located
at any of the Five Branches to other AML or Saxon offices.
 · **Non
Solicitation and Hiring** : AML and
Saxon will not, for one year from the date of Bravo acquiring any of the
employees of AML pursuant to this Offer Letter (“Acquired Employees”), directly
or indirectly solicit or hire any of the Acquired Employees.
 · **Leads:** AML will
continue to provide leads in good faith to the AML employees located at the
Tampa Branch through May 10, 2005. As to the employees located at each of the
Five Branches, AML will continue to provide daily leads (greater than or equal
to the number of daily leads provided on average during the ten business days
prior to execution of this Offer Letter) through May 10, 2005 or until four (4)
business days prior to the individual Acquisition of each branch, whichever is
later.
 · **Retention
Payment:** AML will
pay an amount equal to 100% of the amount of commissions normally paid under
AML’s Current Commission Plan (the commission plan in effect as of the date of
this Offer Letter) for Closed Loans, to the Acquired Employees located at the
Five Branches and formerly located at the Tampa Branch, on loans each
individual
 Originated
while employed by AML that Closes up to eleven (11) calendar days after each
individual becomes a Bravo employee (the “Retention Payment”). AML will make a
good faith effort to Close the loans Originated by the Acquired Employees within
eleven (11) calendar days from each individual’s last day of employment with
AML. AML will only pay the Retention Payment to those individuals that are still
employed by Bravo thirty (30) days after the Acquisition of the applicable
branch. (“Originated” for the purpose of this Offer Letter will be defined as:
any loan for which a loan application has been taken and entered into AML’s
origination system. “Closed Loan(s)” “Close” or “Closes” for the purpose of this
Offer Letter will mean a Loan that has been closed pursuant to the requirements
of the applicable state law for closing mortgage loans, not timely rescinded by
a consumer borrower, and funded by AML or Saxon.)
  5
  Robert
Eastep
 Page
6
 May 3,
2005
 
 
 · **Removal
of equipment:** As to any
equipment located at any of the Five Branches for which a
lease cannot be assumed by or assigned to Bravo or purchased by Bravo in the
Acquisition, AML will remove such equipment at AML’s own cost.
 · **Signage:** AML will
remove any existing signage at each of the Five Branches, and will repair
any damage caused by the removal of each sign at AML’s own cost
 · **Indemnification:** AML and
Saxon will indemnify and hold Buyer harmless from the costs or damages related
to (A) any litigation, or any claims filed with government
agencies,
 brought
against Buyer or any Buyer employee related to conduct by AML or Saxon, or their
current or former employees, which occurred prior to the Acquisition, by any
employee acquired by Bravo as part of this Acquisition, filed or brought within
six (6) months from the date the individual bringing the claim or lawsuit became
a Bravo employee; (B) any litigation arising from any loan made by AML prior to
the date of Acquisition, only to the extent the behavior complained of is
attributable to AML’s or its current or former employees, in which either Buyer
or an employee thereof, is a named defendant.
 · **Accrued
Vacation:** AML will
pay the accrued vacation of each AML employee on the date that each employee is
terminated by AML and hired by Bravo.
 · **Press
Release:** AML and
Saxon agree to the language of ECC’s Press Release reflecting the Acquisition
described herein which is attached hereto as Exhibit B and incorporated by
reference.
 · **Surrender
of Licenses** : AML
will notify the appropriate regulatory entities in writing with a
copy to Bravo of the pending surrender of any licenses for the Five Branches
in
 effect as
of the date of this Offer Letter within five (5) business days from the date of
the execution
of this Offer Letter, advising each regulatory entity that the effective date
of
 the
surrender will be the Acquisition date of each of the Five Branches.
 · **Notice
of Termination:** AML will
notify the appropriate regulatory entities in writing with a
copy to Bravo of the pending termination of each of the loan officers located
at
 each of
the Five Branches and the Tampa Branch within five (5) business days from
the date of
the execution of this Offer Letter, advising each regulatory entity that
the
 effective
date of the termination will be the Acquisition date of each of the
Five Branches,
and May 16, 2005 for the Tampa Branch.
 ·
    **Costs**:
      Each party shall bear its own costs incurred in negotiating and
      consummating the Acquisition, whether or not the Acquisition is
      consummated in whole or in part.
 
 The terms
of this Offer Letter may only by modified in writing, executed by an authorized
officer of Bravo, Encore, Saxon and AML. All parties agree to submit any
disputes arising under this Offer Letter that cannot be resolved to binding
arbitration . The
arbitration will be conducted in accordance with the rules and procedures of the
American Arbitration Association. All parties further agree that the
prevailing party will be entitled to recover attorneys’ fees and costs incurred.
This Offer Letter will be governed by the laws of the State of California and
the rules of the American Arbitration Association.
  6
  Robert
Eastep
 Page
7
 May 3,
2005
  
  The
result of the arbitration will be binding on the parties, and judgment on the
arbitration award may be entered in the Orange County Superior Court of the
State of California.
 
 
 The
undersigned authorized officers, on behalf of Bravo, Encore, Saxon, and AML,
agree to the terms stated in this Offer Letter.
 
 Bravo Credit
      Corporation
    
    
    America’s
      MoneyLine, Inc.Name/Title
    
    
    Name/TitleSignature
    
    
    SignatureDate
    
    
    Date
 
  
 Encore Credit
      Corp.
    
    
    Saxon Capital,
      Inc.Name/Title
    
    
    Name/TitleSignature
    
    
    SignatureDate
    
    
    Date