ASSIGNMENT
OF RIGHTS AGREEMENT
This
Assignment of Rights Agreement (the “Assignment”) is effective as of this
19th
day of
July 2006, by Jan Wallace, a resident of the State of Arizona, to and in
favor
of Secured Lending, LLC, a Nevada limited liability company (the
“Company”).
WHEREAS,
Jan
Wallace (“Wallace”) entered into that certain Branch Manager Agreement (the
“Branch Agreement”) with Americash, a California corporation, also dated July
19, 2006; and
WHEREAS,
Wallace
entered into the Branch Agreement as a principal of Company in furtherance
of
the Company’s business plan to engage in the mortgage banking industry;
and
WHEREAS,
this
Assignment is meant to memorialize Wallace’s assignment of those rights under
the Branch Agreement for the benefit of the Company;
NOW
THEREFORE,
for full
and adequate consideration, including one ($ 1.00) dollar and other good
and
valuable consideration, the receipt of which is hereby acknowledge, the parties
hereby represent, covenant, agree and acknowledge as follows:
Section
1 (Assignment of Rights).
Any and
all rights to compensation under that certain Branch Agreement dated July
19,
2006 (attached hereto as Appendix A), including after-acquired rights, are
and
shall be the exclusive property of the Company and Wallace shall not have,
nor
claim to have, any right, title or interest therein or thereto in such capacity.
All opportunities in connection with the Branch Agreement, whether or not
involving third parties, shall belong to and be carried out for the account
of
the Company. Wallace shall from time to time execute and deliver such additional
instruments of transfer as may be requested by the Company to confirm such
transfer to the Company. Notwithstanding anything to the contrary, Wallace
does
not delegate and the Company does not assume any of Wallace’s obligations to
perform under the Branch Agreement.
Section
2 (No Defaults).
Wallace
represents that the execution, delivery and performance of this Assignment
and
the consummation of the transactions contemplated herein will not:
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Conflict
with or result in a breach, default or violation of the Branch Agreement
(other than Sections 7 and 11 of the Branch Agreement described in
Section
3 of this Assignment);
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| § |
Conflict
with or result in a breach, default or violation (with due notice
or lapse
of time or both) of any material agreement to which the Company is
a
party; or
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Require
the Company to obtain or make any waiver, consent, action, approval,
clearance or authorization of, or registration, declaration or filing
with, any governmental authority, which has not been obtained, made
or
waived.
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Section
3 (Consents).
No
later than 30 days from the execution of this Assignment, Wallace agrees
to
secure, on behalf of the Company, the following from the President or proper
authority of Americash: (1) a consent for the Company to access the proprietary
information of Americash, described in Section 7 of the Branch Agreement,
for
the limited purpose to permit Wallace to perform her duties under the Branch
Agreement while maintaining her fiduciary responsibilities as officer and
director to Secured Diversified Investment, Ltd., the Company’s sole owner and
manager; (2) a waiver of the conflict of interest provided in Section 11
of the
Branch Agreement to allow Wallace to serve as a director and officer of Secured
Diversified Investment, Ltd., the owner and manager of the Company, which
intends engage in the mortgage banking industry; and (3) any other consent
or
waiver necessary to avoid a default, breach or violation of the Branch
Agreement. In connection with the foregoing, the Company agrees in advance
to
execute and deliver to Americash any reasonable restrictive covenants to
the
nature and extent Wallace is already bound by under the Branch Agreement,
including the non-solicitation provisions of Section 6 and the covenants
made in
Section 7 pertaining to the proper use of trade secrets.
Section
4
(Limited Indemnification).
Inasmuch
as Wallace performs her duties under the Branch Agreement in good faith and
for
the benefit of the Company and further obtains the consents/waivers required
in
this Section 3 of the Assignment, the Company agrees to indemnify Wallace
in
connection with any default, breach or violation of the Branch Agreement
absent
a finding of intentional misconduct, fraud or knowing violation of the law.
Section
5 (Miscellaneous).
This
Assignment constitutes the entire agreement among the parties. All negotiations,
proposals, modifications and agreements prior to the date hereof among parties
are merged into this Assignment and are superseded hereby. There are no other
terms, conditions, promises, understandings, statements, or representations,
express or implied, among the parties unless set forth in writing and signed
by
the parties. This Assignment shall be construed in accordance with the law
of
the State of Nevada, and the parties hereto agree that Clark County, Nevada,
shall be the exclusive venue of any action which may be filed with respect
to
this Assignment.
In
witness hereof, the parties have executed this Assignment on August 16, 2006,
to
be effective on the date first written above.
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Secured
Lending, LLC
_______________________
By:
Its:
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_________________________
Jan
Wallace
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