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**EXHIBIT 10.53**

**GENERAL ASSIGNMENT**

THIS ASSIGNMENT, made this                                         day of July 19, 2002 BY Ward Benefits Administrators & Insurance Services, Inc. (F.K.A. Harden & Company Insurance Services, Inc.) of (address) 610 West Ash Street, Suite 1500, San Diego, CA 92101 in the City of San Diego, County of SanDiego, State of California, part          of the first part, hereinafter referred to as assignor, to SAN DIEGO CREDIT ASSOCIATION, a California corporation, of San Diego, California, party of the secondpart, hereinafter referred to as assignee.

          WITNESSETH: That said assignor, for and in consideration of the covenants and agreements to be performedby the party of the second part, as hereinafter contained, and of the sum of One Dollar ($1.00) to assignor in hand paid by said assignee, receipt whereof is hereby acknowledged, does by these presents grant, bargain, sell, assign, convey andtransfer unto said assignee, its successors and assigns, in trust, for the benefit of assignor’s creditors generally, all of the property of the assignor of every kind and nature and wheresoever situated, both real and personal, and anyinterest or equity therein not exempt from execution, including, but not limited to, all that certain stock of merchandise, store furniture and fixtures, book accounts, books, bills receivable, cash on hand, cash in bank, deposits, patents,copyrights, trademarks and trade names, insurance policies, choses in action that are legally assignable, together with the proceeds of any existing non-assignable choses in action that may hereafter be recovered or received by theassignor.

          This assignment specifically includes and covers all claims for refund or abatement of all excess taxes heretofore or hereafter assessedagainst or collected from the assignor by the U.S. Treasury Department, and the assignor agrees to sign and execute power of attorney or all other documents as required to enable said assignee to file and prosecute, compromise and/or settle, allsuch claims before the Internal Revenue Service, U.S. Treasury Department.

          Leases and leasehold interests in real estate, contracts or agreementsbetween assignor and any Labor Union, or Trade Associations, are exempted from and not included in the assignment.

___________________________________________________________________________________________________________________________This assignment does not include any alcoholic beverages, but the assignor hereby appointsassignee as his agent for the sole purpose of filing an application for a permit and the selling of the alcoholic beverages in the said place of business (said assignee being vested the absolute discretion in regard thereto and assuming no liabilityby reason thereof), and assignor hereby assigns to assignee all of the proceeds of such sale for the benefit of his creditors generally in accordance with the terms of this assignment. This assignment includes all licenses for the sale of alcoholicbeverages.___________________________________________________________________________________________________________________________

         The assignorauthorizes the forwarding of his or its mail by the U.S. Postal Department as directed by the Assignee. 

          Said assignee is to receive the saidproperty, conduct the said business, should it deem it proper, and is hereby authorized at any time after the signing hereof by the assignor to sell and dispose of the said property upon such time and terms as it may see fit, and is to pay tocreditors of the first party pro rata, according to the several indebtedness due to them from the said assignor, the net proceeds arising from the conducting of said business and sale and disposal of said property, after deducting all moneys whichsaid assignee may at its option pay for the discharge of any lien on any of said property and any indebtedness which under the law is entitled to priority of payment, and all expenses, including a reasonable fee to assignee and its attorney and toattorney for assignor.

          If any dividends to creditors shall remain unclaimed for a period of two years after issuance of the final dividend checks,then the same shall become the property of the assignee and used to supplement its fees for services rendered in administering this assignment. Any interest that may be earned on funds administered under this assignment shall belong to and arehereby assigned to the assignee as additional fees for its services hereunder.

          Said assignee is also authorized and empowered to appoint suchagents, field representatives and/or attorneys and/or accountants as it may deem necessary, and such agents and/or field representatives shall have full power and authority to open bank accounts in the name of the assignee or its nominees or agentsand to deposit assigned assets or the proceeds thereof in such bank accounts and to draw checks thereon and with the further power and authority to do such other acts and to execute such papers and documents in connection with this assignment assaid assignee may consider necessary or advisable.

          IN WITNESS WHEREOF the said parties hereunto set their hands the day and year first abovewritten.
ASSIGNOR’S TAX I.D. NUMBERS: Ward Benefits Administrators & Insurance Services, Inc., a California corporationInternal Revenue Service                     /s/     Jeffrey S.Ward                           #                      94-2311657                                           Jeffrey S. Ward     Chairman, President & CEO#                                                                                                   Party of the First PartState Board of Equalization #                              N/A                                        SAN DIEGO CREDIT ASSOCIATIONEmployment Development Department #                    CA - 235-5073-4                               #                   FL - N/A                                          #                    IL -942311657                                   #                   OR - 0-9730375                                  By:             /s/     Gregory M.Garner                                                Party of the Second Part                                   President 
          

          

          

          

          

          

          
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