loansaleagreement.htm


     

                                                                                                                                                                                                                                                                    
Exhibit 10.15

     

    
 

    LOAN
      SALE AGREEMENT

    


    


    


    Dated
      and
      Effective as of April 30, 2007

    


    by
      and
      between

    


    DATA
      SALES GROUP, INC.,

    


    


    SELLER,

    


    


    


     and

    


    


    


    CS
      FINANCING CORPORATION,

    


    BUYER

    


    


    
      
        

      

    


    
      
              

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        1

        
          

        

      

      
        
        

      

    


    


    


    LOAN
      SALE AGREEMENT

    


    THIS
      LOAN SALE AGREEMENT ("Agreement
      "), is made and entered into as of the 30th day of April, 2007, by and
      between Data Sales Group, Inc. ("Seller"), a Minnesota corporation, having
      an
      address of 3450 West Burnsville Parkway, Burnsville, Minnesota  55337,
      and CS Financial Corporation ("Buyer"), a California corporation, having an
      address of21 Tamal Vista
      Blvd., Suite 230, Corte Madera, CA  94925.

    


     RECITALS

    


    A.  Seller
      is the owner of and wishes to
      sell the Loan (as defined in Article 1 below) on the
      terms and subject to the conditions
      set forth herein.

    


    B.  Buyer
      wishes to purchase the Loan, on
      the terms and subject to the conditions set forth herein.

    


     AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the mutual promises herein set
      forth and other valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, Seller and Buyer agree as follows:

    


     ARTICLE
      1

    DEFINITIONS

    


    For
      purposes of this Agreement, the following terms shall have the meanings
      indicated:

    


    Section
      1.1  “Agreement”
means
      this Loan Sale Agreement,
      including all Exhibits and Schedules hereto.

    


    Section
      1.2  “Assigned
      Rights” means all right,
      title and interest
      in, to and under the Loan and the Loan Documents, including, without limitation,
      all rights to principal, interest, fees, costs and expenses payable thereunder
      commencing as of the Closing Date and all other rights and claims
      thereunder.

    


    Section
      1.3  “Assignment
      of Assigned
      Rights” means the
      document to be delivered on the Closing
      Date by Buyer and Seller, the
      form of which is attached hereto as Exhibit A,
      whereby Seller assigns to Buyer, and
      Buyer accepts from Seller, the Assigned Rights.

    


    Section
      1.4  “Business
      Day” means any day on
      which Seller is open
      for business other than a Saturday, a Sunday or a state or Federal holiday
      in
      the State of California.

    


    Section
      1.5  "Closing"
means
      the occurrence of all acts
      required by this Agreement to assign and transfer the Assigned Rights from
      Seller to Buyer and for Buyer to accept and assume the Assigned Rights from
      Seller. 

    


    Section
      1.6  “Closing
      Date” means April 30,
      2007, or such other
      date upon which Buyer and Seller may mutually agree.

     

    Section
      1.7  “Closing
      Documents” means all documents
      described herein
      that are required to be delivered at the Closing by Seller or
      Buyer.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Section
      1.8  “Collateral”
means
      the guaranty of Jeffrey Allen
      Gardner securing the Loan Note as described in the Loan
      Documents.

    


    Section
      1.9  “Collateral
      Document” means the guaranty
      agreement of
      Jeffrey Allen Gardner securing the Loan Note.

    


    Section
      1.10  “Loan”
means
      (a) the obligation evidenced by
      the Loan Note, the Loan Documents and/or any amendment thereto; (b) all rights,
      powers, liens or security interests of Seller in or under any Collateral
      Document; and (c) any judgments founded upon the Loan Note or any other Loan
      Document, to the extent attributable thereto, or any lien
      arising
      therefrom.

    


    


    Section
      1.11  “Loan
      Documents" means all of the
      agreements,
      certificates, legal opinions or other documents related to, or evidencing,
      the
      Loan, as obtained at the time of its origination and any subsequent
      modification, including, but not limited to, the Loan Note, the Collateral
      Document, the Debt Subordination Agreement dated as of August 7,2006, loan
      agreements, guarantees, and credit reports.

    


    Section
      1.12  “Loan
      Files” means all documents,
      the Loan Note
      and the Collateral Document, in the possession of Seller pertaining to the
      Loan.

    


    Section
      1.13 “Loan
      Note” means that certain
      Amended and
      Restated Subordinated Promissory Note dated August 7, 2006  evidencing
      an indebtedness of the principal sum of $2,000,000.00 executed by Assured
      Financial, LLC, a Minnesota limited liability   company, as borrower,
      (“Borrower”), in favor of Seller, as lender.

    


    Section
      1.14  “Obligor”
means
      Assured Financial, LLC, a
      Minnesota limited liability company, and any other person or entity obligated
      for the Loan.

    


    Section
      1.15  “Purchase
      Price” means the sum of Two Million
      Twenty Four Thousand Six Hundred Fifity Seven Dollars and 54/100
      ($2,024,657.54).

    


    ARTICLE
      2

    PURCHASE
      AND SALE OF THE ASSIGNED RIGHTS

    


    Section
      2.1                      Agreement
      to Sell and Purchase Assigned Rights. On the Closing Date, Seller agrees to
      sell, transfer and assign, and Buyer agrees to purchase the Assigned
      Rights.

    


    Section
      2.2                      Assignment
      of Assigned Rights. On the Closing Date, Seller and Buyer shall each execute
      and deliver to each other an Assignment of Assigned Rights in the form of
Exhibit A hereto, executed by an authorized representative of Seller and
      Buyer, which Assignment of Assigned Rights shall sell, transfer, assign,
      set-over, convey and delegate to Buyer the Assigned Rights.

     

    Section
      2.3                      Consideration
      for Assigned Rights. As consideration for the transfers and assignments
      hereunder by Seller, Buyer shall pay the Purchase Price to Seller.

    


    ARTICLE
      3

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF BUYER

     

    Buyer
      hereby represents, warrants and covenants as of the date hereof and as of the
      Closing Date that:

    


    Section
      3.1  Authorization and
      Compliance. Buyer is
      duly and legally authorized to enter into this Agreement and has complied with
      all laws, rules, regulations, charter provisions and bylaws to which it may
      be


     

    
      
        
        

      

      
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    subject,
      and that the undersigned
      representative is authorized to act on behalf of and bind Buyer to the terms
      of
      this Agreement.

    


    Section
      3.2 Binding Obligation
      of
      Buyer. Assuming due
      authorization, execution and delivery by each other party hereto, this Agreement
      and all of the obligations of Buyer hereunder are the legal, valid and binding
      obligations of Buyer, enforceable in accordance with the terms of this
      Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization or other similar laws affecting the enforcement of creditors'
      rights generally and by general equity principles (regardless of whether such
      enforcement is considered in a proceeding in equity or at
      law).

     

    


    ARTICLE
      4

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

    


    Section
      4.1 Authorization and
      Compliance. Seller is
      duly and legally authorized to enter into this Agreement and has complied with
      all laws, rules, regulations, charter provisions and bylaws to which it may
      be
      subject, and that the undersigned representative is authorized to act on behalf
      of and bind Seller to the terms of this Agreement.

    


    Section
      4.2 Binding Obligation
      of
      Seller. Assuming due
      authorization, execution and delivery by each
      other party hereto, this Agreement
      and all of the obligations of Seller hereunder are the legal, valid and binding
      obligations of Seller enforceable in accordance with the terms of this
      Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization or other similar laws affecting the enforcement of creditors'
      rights generally and by general equity principles (regardless of whether such
      enforcement is considered in a proceeding in equity or at
      law).

    


    Section
      4.3 Seller is the owner and holder of the Loan Documents and has not
      previously granted, assigned, pledged or transferred the Assigned Rights, there
      are no outstanding agreements to sell the Assigned Rights to which Seller is
      a
      party, nor rights of first refusal to purchase the Assigned Rights, the Assigned
      Rights are free from all liens and encumbrances; Seller has good right to sell
      the Assigned Rights and Seller will defend the same from the claims of all
      others.

    


    Section
      4.4                      No
      litigation is pending or, to the best of the Seller's knowledge, threatened
      against the Seller that would prohibit the execution or delivery of, or
      performance under, this Agreement by the Seller

    


    


    Section
      4.5                      Seller
      hereby represents that the outstanding principal balance of the Loan is
      $2,000,000, as of the date hereof, and that the accrued interest thereon is
      $24,657.54, as of the date hereof, and that Obligor, the payor under the Loan
      Note, has no defense, set-off or claim against said indebtedness.

    


    ARTICLE
      5

    CONDITIONS
      PRECEDENT

    


    Section
      5.
      1                      Notwithstanding
      anything in this Agreement to the contrary, Buyer's obligation to purchase
      the
      Assigned Rights and Obligations shall be subject to and contingent upon the
      satisfaction of each of the following conditions precedent, prior to or on
      the
      Closing Date:

    


    (a)
      All
      Closing Documents necessary to consummate the transactions contemplated in
      this
      Agreement shall have been executed and delivered by Seller and Buyer as required
      by this Agreement.

    


    (b)
      Neither Buyer nor Seller shall have terminated this Agreement pursuant to the
      terms of this Agreement.

    


    
      
        
        

      

      
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    (c)
      Seller’s delivery to Buyer of a certificate executed and delivered by Obligor to
      Seller confirming Obligor’s unqualified consent to Seller’s assignment of (i)
      the Loan Note; (ii) the Debt Subordination Agreement dated as of August 7,
      2006;
      and (iii) the Guaranty dated as of August 7, 2006 made by Jeffrey
      Allen Gardner in favor of Seller.

    


    


    (d)
      Seller’s delivery to Buyer of a certificate executed and delivered by Jeffrey
      Allen Gardner to Seller confirming Jeffrey Allen Gardner’s unqualified consent
      to Seller’s assignment of the Loan Note.

    


    Section
      5.2                      Failure
      or Waiver of Conditions Precedent. In the event any of the

    conditions
      set forth in Section 5.1 do not occur as of the Closing Date, or have not
      been waived in writing by Buyer or Seller, respectively, the party for whose
      benefit the failed condition exists may terminate this Agreement by written
      notice to the other party, and neither party shall have any further obligation
      to the other, other than as a result of a breach by Seller or Buyer as the
      case
      may be, or as stated in this Agreement.

    


    ARTICLE
      6

    CLOSING

    


    Section
      6.1                      Closing.
      The Closing shall occur on the Closing Date and, upon the agreement of Seller
      and Buyer, shall be conducted either by mail or in person at the place
      designated by Buyer and reasonably acceptable to Seller.

    


    Section
      6.2                      Deliveries
      by Seller. At Closing, Seller shall deliver to Buyer the
      following:

     

    (a) 
a
      counterpart Assignment and Assumption
      of Assigned Rights, executed by Seller;

     

    (b)           the
      original Loan Note endorsed to the order of Buyer, together with an allonge
      therefor;

    


    (c)           Assignment
      of the Guaranty  dated as of August 7, 2006  made by
      Jeffrey Allen Gardner in favor of Seller; and

     

    (d)           the
      documents set forth in Section 5.1 above, if not previously provided to
      Buyer.

    


    


    Section
      6.3                      Delivery
      of Collateral Documents Seller agrees to make available to Buyer at Buyer’s
      place of business on the Closing Date each original Collateral Document in
      Seller's possession affecting the Loan, together with copies of the contents
      of
      the Loan Files.

    


    Section
      6.4                      Closing
      Costs. Seller and Buyer shall each pay the fees and expenses of their
      respective legal counsel incurred in connection with this transaction. On the
      Closing Date, Buyer shall deposit with the Seller, by wire transfer of
      immediately available funds, the Purchase Price.

    


    ARTICLE
      7

    BREACH
      OF THE AGREEMENT

    


    Section
      7.1                      Seller's
      Breach. If Seller breaches this Agreement, and Buyer does not close the
      transactions contemplated hereunder or such breach is discovered
      after Closing, Seller shall be allowed a reasonable opportunity to cure the
      breach. If the breach cannot be cured Buyer may, at Buyer's option, pursue
      all
      of Buyer's rights and remedies that Buyer may have under this Agreement and
      at
      law and/or in equity.

    


    Section
      7.2                      Buyer's
      Breach. If Buyer defaults under this Agreement, Seller's sole and exclusive
      remedy at law shall be to terminate this Agreement.

    


    
      
        
        

      

      
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    Section
      7.3                      Survival.
      The parties agree that Seller's and Buyer's warranties and representations
      contained in this Agreement and in any document (including any
      certificate) executed pursuant to this Agreement shall survive the
      Closing.

     

    ARTICLE
      8

    NOTICES

    


    Unless
      otherwise provided for herein, all notices and other communications required
      or
      permitted hereunder shall be in writing (including a writing delivered by
      facsimile transmission and simultaneously sent by regular mail) and shall be
      deemed to have been duly given (a) when delivered, if sent by registered or
      certified mail (return receipt requested), (b) when delivered, if delivered
      personally or by facsimile or (c) on the second following Business Day, if
      sent
      by overnight mail or overnight courier, in each case to the parties at the
      following addresses (or at such other addresses as shall be specified by like
      notice):

     

    
      	
              If
                to the Buyer:

            	
              CS
                Financing Corporation

            
	
               

            	
              21
                Tamal Vista Blvd.

            
	
               

            	
              Suite
                230

            
	
               

            	
              Corte
                Madera, CA  94925

            
	
               

            	
              Attention:
                Timothy Redpath

            
	
               

            	
              Fax
                No. 415-927-7291

            
	
               

            	
               

            
	
              with
                a copy to: 

            	
              Keesal,
                Young & Logan

            
	
               

            	
              400
                Oceangate

            
	
               

            	
              Long
                Beach, CA  90802

            
	
               

            	
              Attention:
                Robert J. Stemler, Esq.

            
	
               

            	
              Fax
                No. 562-436-7416

            
	
               

            	 
	
               

            	 
	
               

            	 
	
               

            	 
	
               

            	 
	
               

            	 
	
               

            	 
	
               

            	 
	
               

            	 
	
               

            	
               

            
	
              If
                to the Seller:

            	
              Data
                Sales Group, Inc.

            
	
               

            	
              3450
                West Burnsville Parkway

            
	
               

            	 
	
               

            	
              Burnsville,
                Minnesota 55337

            
	
               

            	
              Attention:
                Ronald Breckner

            
	
               

            	
              Fax
                No.952-895-3820

            
	
               

            	
               

            
	
               

            	
              -
                and -

            
	
               

            	
               

            
	
               

            	 
	
               

            	
               

            


    

     

    


    
      
        
        

      

      
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    ARTICLE
      9

    MISCELLANEOUS
      PROVISIONS

    


    Section
      9.1                      Severability.
      Each part of this Agreement is intended to be severable. If any term, covenant,
      condition or provision hereof is unlawful, invalid, or unenforceable for any
      reason whatsoever, and such illegality, invalidity, or unenforceability does
      not
      affect the remaining parts of this Agreement, then all such remaining parts
      hereof shall be valid and enforceable and have full force and effect as if
      the
      invalid or unenforceable part had not been included.

    


    Section
      9.2                      Rights
      Cumulative; Waivers. The rights of each of the parties under this Agreement
      are cumulative and may be exercised as often as any party considers appropriate.
      The right of each of the parties hereunder shall not be capable of being waived
      or varied otherwise than by an express waiver or variation in writing. Any
      failure to exercise or any delay in exercising any of such rights shall not
      operate as a waiver or variation of that or any other such right. Any defective
      or partial exercise of any of such right shall not preclude any other or further
      exercise of that or any other such right. No act or course of conduct or
      negotiation on the part of any party shall in any way preclude such party from
      exercising any such right or constitute suspension or any variation of any
      such
      right.

    


    Section
      9.3                      Headings.
      The headings of the Articles and Sections contained in this Agreement are
      inserted for convenience only and shall not affect the meaning or interpretation
      of this Agreement or any provision hereof.

    


    Section
      9.4                      Construction.
      Unless the context otherwise requires, singular nouns and pronouns, when used
      herein, shall be deemed to include the plural of such noun or pronoun and a
      pronoun of one gender shall be deemed to include the equivalent pronoun of
      the
      other gender.

    


    Section
      9.5                      Prior
      Understandings. This Agreement supersedes any and all prior discussions and
      agreements between Seller and Buyer with respect to the purchase of the Loans
      and other matters contained herein, and this Agreement contains the sole and
      entire understanding between the parties hereto with respect to the transactions
      contemplated herein.

    


    Section
      9.6                      Integrated
      Agreement. This Agreement and all Schedules and Exhibits hereto constitute
      the final complete expression of the intent and understanding of Buyer and
      Seller. This Agreement shall not be altered or modified except by a subsequent
      'writing, signed by Buyer and Seller.

    


    Section
      9.7                      Counterparts.
      This Agreement may be executed by fax (if promptly followed by the original)
      and
      in any number of counterparts, each of which shall constitute one and the same
      instrument, and either party hereto may execute this Agreement by signing any
      such counterpart.

    


    Section
      9.8                      Survival.
      Each and every covenant hereinabove made by the parties to this Agreement shall
      survive the Closing, and shall not merge into the Closing Documents, but instead
      shall he independently enforceable for such period.

    


    Section
      9.9                      Governing
      Law. This Agreement shall be construed, and the rights and obligations of
      the Seller and the Buyer hereunder determined, in accordance with the law of
      the
      State of California.

    


    Section
      9.10                    Expenses.
      Except as expressly set forth to the contrary in this Agreement, each party
      hereto shall be responsible for and bear all of its own respective expenses,
      including without limitation, expenses of legal counsel, accountants, and other
      advisors, incurred at any time in connection with pursuing or consummating
      this
      Agreement and the transactions contemplated thereby.

    


    


    
      
        
        

      

      
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    Section
      9.11                   Brokers.
      Each party to this Agreement represents and warrants to the other that, in
      connection with the sale and purchase of the Loan, the party so representing
      and
      warranting has not dealt with any broker, agent or finder, and there is no
      commission, charge or other compensation due on account thereof. Buyer and
      Seller shall indemnify and hold each other harmless against and from any
      inaccuracy in such representation. The rights, obligations, warranties and
      representations of the parties hereto under the provisions of this Section
      9.11 survive Closing or any termination of this Agreement before
      Closing.

    


    Section
      9.12                   Further
      Assurances. Each party shall provide to the other party such other
      information regarding the Loans or the Collateral as the other party may
      reasonably request, and each party shall execute and deliver such other
      documents, deliver such other items and take such other actions as may be
      reasonably requested to allow the completion and consummation (or termination,
      as appropriate) of all tasks and the transactions contemplated by this
      Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

    


    BUYER:  
      CS FINANCING CORPORATION

    


     

     /s/
      Timothy R. Redpath

    Name:Timothy
      R. Redpath

    Title:
      CEO

    


     

    


    


    SELLER:  
      DATA SALES GROUP, INC.

    


     

    /s/
      Robert Breckner

    Name:
      Robert Breckner

    Title:
      Partner

    



    
      
        
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    EXHIBIT
      A

    FORM
      OF ASSIGNMENT OF ASSIGNED
      RIGHTS AND OBLIGATIONS

     

    This
      Assignment and Assumption of Assigned Rights and Obligations is entered into
      by
      and between DATA SALES GROUP, INC., a Minnesota corporation ("Assignor") and
      CS
      FINANCING CORPORATION, a California corporation ("Assignee").

    


    RECITALS

    


    Assignor
      and Assignee entered into that certain Loan Sale Agreement effective April
      30,
      2007 (the "Loan Sale Agreement").

    


    The
      Loan
      Sale Agreement provides for the sale and transfer by Assignor to Assignee of
      certain Assigned Rights and Obligations (such term and all other capitalized
      terms used herein and not otherwise defined herein have the definitions ascribed
      to them in the Loan Sale Agreement).

    


    In
      exchange for the Purchase Price set forth in the Loan Sale Agreement and such
      other good and valuable consideration as provided in the Loan Sale Agreement,
      Assignor hereby agrees to sell to Assignee the Assigned Rights and Obligations
      as set forth in the Loan Sale Agreement and pursuant to the terms, conditions
      and provisions hereof.

    


    NOW,
      THEREFORE, premises considered:

    


    Assignor
      hereby transfers, assigns and conveys all right, title, interest and obligations
      in, to and under the Loans and the Loan Documents set forth on Schedule 1
      hereto, including, without limitation, all rights to principal, interest, fees,
      costs and expenses payable thereunder after the Closing Date and all other
      rights and claims thereunder.

    


    
      	
              Dated:
                April 30, 2007

            	
               

            	
               

            	
               

            


    

    ASSIGNOR:  DATA
      SALES GROUP, INC.

    


    


    


     

    /s/Robert
      Breckner 

    Name:
      Robert Breckner

    Its:
      Partner

    


     

    ASSIGNEE:  CS
      FINANCING CORPORATION

    


    


     

    /s/Timothy
      R. Redpath

    Name:Timothy
      R. Redpath

    Its:
      Chief Executive Officer

    


    


    
      
        
        

      

      
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     SCHEDULE
      1

    


    ASSIGNMENT
      OF ASSIGNED RIGHTS AND OBLIGATIONS

    


    


    1.    Amended
      and Restated Subordinated Promissory Note dated August 7, 2006, evidencing
      an
      indebtedness in the principal sum of $2,000,000.00, executed by Assured
      Financial, LLC, a Minnesota limited liability company, as borrower, in favor
      of
      Data Sales Group, Inc., as lender;

    


    2.    Debt
      Subordination Agreement dated August 7, 2006;

    


    3.    Guaranty
      Agreement made by  Jeffrey Allen Gardner in favor of Data Sales Group,
      Inc.;

    


    


    


    



    
      
              

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