Expense Sharing Agreement


    

      Exhibit
        10.1

      


      EXPENSE
        SHARING AGREEMENT

      


      


      THIS
        EXPENSE SHARING AGREEMENT is made and entered effective as of the date indicated
        below (“Agreement”),
        by
        and between WHITE RIVER CAPITAL, INC., an Indiana corporation (“WRC”), CASTLE
        CREEK CAPITAL LLC and CASTLE CREEK ADVISORS LLC, each Delaware limited liability
        companies (collectively, “Castle
        Creek”).

      


      RECITALS

      


      WRC,
        on
        the one hand, and Castle Creek, on the other hand, are in separate businesses
        but have certain executive officers in common and wish to share certain limited
        activity expenses on a fee basis.

      


      Castle
        Creek will provide various facilities and equipment to WRC throughout the
        term
        of this Agreement, including, but not limited to, computer and telephone
        network
        systems, office space, copy services and data services, collectively,
“Operating
        Facilities.”

      


      NOW,
        THEREFORE, in consideration of the mutual terms, covenants, and conditions
        herein set forth, the parties agree as follows:

      


      SERVICES
        PROVIDED

      


      
        	
                1.

              	
                Castle
                  Creek shall provide the following Operating Facilities to WRC utilizing
                  Castle Creek facilities and equipment located at 6051 El Tordo,
                  Rancho
                  Santa Fe, CA 92067. 

              


      

      


      
        	 	
                a.

              	
                Technology
                  and Related Support.
                  Castle Creek shall provide technology services including, but not
                  limited
                  to, telephone systems, data services, internet services, and other
                  future
                  business technology solutions that may be provided by Castle Creek
                  for its
                  own personnel with respect to its own operations as required by
                  WRC, from
                  time to time. 

              


      

      


      
        	 	
                b.

              	
                Facilities
                  and Equipment Rental.
                  Castle Creek shall provide office space, office furniture, office
                  equipment, all leasehold improvements, janitorial and maintenance,
                  facilities management, access to common areas including conference
                  rooms,
                  lunch rooms, lobby, rest room facilities,
                  etc.

              


      

      


      
        	 	
                c.

              	
                Other.
                  Other miscellaneous items such as office supplies, facsimile, and
                  copying
                  machines, mail room support, and reasonable
                  postage.

              


      

      


      
        	
                2.

              	
                Cost
                  of Operating Facilities.
                  Castle Creek will charge, and WRC will pay, fees equal to a flat
                  ten
                  percent (10%) of Castle Creek’s monthly expenses for the services provided
                  under Section 1. At all times the fee shall represent a reasonable
                  allocation of actual expenses that is proportionate to actual facilities,
                  equipment and services provided to WRC. WRC shall not otherwise
                  be
                  required to make any payment or reimbursement to Castle Creek for
                  any
                  

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      services
        or expenses except as provided in this Agreement. All fees will be calculated
        and billed in arrears. The billing cycle will be quarterly.

      


      
        	
                3.

              	
                No
                  Other Shared Expenses.
                  WRC is solely responsible for all other expenses incurred by WRC
                  for
                  services provided by entities other than Castle Creek. WRC is not
                  obligated to pay or reimburse Castle Creek for any expenses or
                  obligations
                  other than as provided under this
                  Agreement.

              


      

      


      OTHER
        PROVISIONS

      


      
        	
                4.

              	
                Correction
                  of Errors.
                  Castle Creek and WRC will work in good faith together in selecting
                  the
                  best way to correct any errors. The cost of the correction, if
                  significant, will be borne by the responsible party in accordance
                  with
                  this agreement.

              


      

      


      
        	
                5.

              	
                Term.
                  This Agreement is effective from and after the September 1, 2005
                  and shall
                  continue thereafter until terminated by either party upon 30 days’ prior
                  written notice (“Termination
                  Notice”).

              


      

      


      
        	
                6.

              	
                Reports
                  and Records.

              


      

      


      
        	 	
                a.

              	
                Castle
                  Creek will maintain mutually satisfactory documentary evidence
                  in
                  reasonable detail of the expenses paid by Castle Creek on behalf,
                  or for
                  the benefit, of WRC pursuant to this Agreement. When expenses are
                  shared,
                  Castle Creek will prepare and retain reasonable supporting evidence
                  of its
                  method of allocation of those expenses as between the parties.
                  All of
                  these books and records will be maintained for not less than three
                  years
                  after December 31 of the year in which they were created.
                  

              


      

      


      
        	 	
                b.

              	
                Upon
                  reasonable request, during normal business hours, Castle Creek
                  will
                  provide to WRC and, as requested, the SEC or state securities regulatory
                  authorities complete access to the books and records covered by
                  this
                  Agreement upon and only upon the assurance that such information
                  disclosed
                  to the regulators shall be accorded confidential treatment pursuant
                  to the
                  Freedom of Information Act, 5 U.S.C. §552(b)(4) and that it not be made
                  available for inspection or copying except as compelled by applicable
                  laws, rules, regulations, or order.

              


      

      


      
        	
                7.

              	
                Independent
                  Relationship.
                  Nothing is this Agreement will be deemed to constitute a partnership
                  or
                  other relationship between the parties other than the specific
                  contractual
                  relationship described here.

              


      

      


      
        	
                8.

              	
                Indemnification.
                  

              


      

      


      
        	 	
                a.

              	
                WRC
                  will hold harmless, defend, and indemnify Castle Creek for, and
                  will pay
                  to Castle Creek the amount of any liability, cost, obligation,
                  loss, fee,
                  penalty, or expense (including costs of investigation and defense
                  and
                  reasonable attorneys’ fees), involving a third-party claim alleged or
                  asserted to be in connection with or as


              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      a
        result
        of the facilities and equipment provided under this Agreement by Castle Creek
        to
        WRC, other than claims arising out of the nonperformance or negligence of
        Castle
        Creek in providing Operating Facilities covered by this Agreement.

      


      
        	 	
                b.

              	
                Castle
                  Creek will hold harmless, defend, and indemnify WRC for, and will
                  pay to
                  WRC the amount of any liability, cost, obligation, loss, fee, penalty,
                  or
                  expense (including costs of investigation and defense and reasonable
                  attorneys’ fees), involving a third-party claim alleged or asserted to be
                  in connection with or as a result of the nonperformance or negligence
                  of
                  Castle Creek in providing Operating Facilities covered by this
                  Agreement.

              


      

      


      
        	
                9.

              	
                Confidentiality.
                  Except for disclosure to its attorneys, bankers, underwriters,
                  lenders, or
                  regulators, neither party will disclose any information obtained
                  pursuant
                  to this Agreement without the other party’s prior written approval. This
                  will not, however, apply to information which (i) is generally
                  available
                  to the public other than as a result of a breach of this Agreement;
                  (ii)
                  becomes available on a nonconfidential basis from a source other
                  than the
                  other party or its affiliates or agents, which source was not itself
                  bound
                  by a confidentiality agreement; or (iii) which is required to be
                  disclosed
                  by law or pursuant to court or arbitrator’s
                  order.

              


      

      


      
        	
                10.

              	
                Miscellaneous.
                  This Agreement contains the entire agreement between the parties
                  with
                  respect to the subject matter of this Agreement. This Agreement
                  may be
                  amended from time to time, by mutual written agreement of the parties.
                  The
                  parties may add additional services to be performed by adding a
                  schedule
                  of additional services.

              


      

      


      
        	
                11.

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

              


      

      


      
        	
                12.

              	
                Castle
                  Creek.
                  WRC shall make payments hereunder to Castle Creek Capital LLC,
                  which shall
                  allocate or apply proceeds hereunder to Castle Creek Advisors LLC
                  as it
                  reasonably deems equitable. The obligations of Castle Creek Capital
                  LLC
                  and Castle Creek Advisors LLC hereunder are joint and
                  several.

              


      

      


      



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of November 8,
        2005.

      


      
        	 	
                Castle
                  Creek Capital LLC

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  William J. Ruh

              
	 	 	 
	 	
                Its:

              	
                Executive
                  Vice President

              
	 	 	 
	 	 	 
	 	
                Castle
                  Creek Advisors LLC

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  William J. Ruh

              
	 	 	 
	 	
                Its:

              	
                Executive
                  Vice President

              
	 	 	 
	 	 	 
	 	
                WHITE
                  RIVER CAPITAL, INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	
                Martin
                  J. Szumski

              
	 	 	 
	 	
                Its:

              	
                Chief
                  Financial Officer

              


      

      


      


      


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