Medley Credit Acceptance Corp Sample Contracts

Finantra Capital Inc – Press Release (January 26th, 2001)

PLANTATION, Fla., January 26, 2001 — Finantra Capital, Inc. (NASDAQ: FANT) today announced several senior management changes as part of the Company’s ongoing restructuring following the elimination of its commercial finance operations.

Finantra Capital Inc – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (April 28th, 2000)

1 EXHIBIT 10.3 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement is made and entered into this 15th day of December, 1999, by and between FINANTRA CAPITAL, INC., a Delaware corporation (the "Company"), and ROBERT D. PRESS ("Employee") (throughout this Agreement, the Company and Employee may be referred to collectively as "Parties" for convenience). W I T N E S S E T H : WHEREAS, the Parties entered into an Employment Agreement on March 1, 1998 (the "Agreement") and an Amendment to Employment Agreement on December 31, 1998 (the "Amendment"); and WHEREAS, subsequent to the effective date of the Agreement and Amendment, events and matters have taken place which necessitate entering into an additional amendment to the Agreement; and WHEREAS, the Parties desire to document their Amendment to the

Finantra Capital Inc – EMPLOYMENT AGREEMENT (April 28th, 2000)

1 EXHIBIT 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into this day 1st of April, 2000, by and between FINANTRA CAPITAL, INC., a Delaware corporation (the "Company"), and VERN LANDECK ("Landeck" or "Employee"). W I T N E S S E T H : WHEREAS, the Company desires to employ Landeck as its Chief Financial Officer, and WHEREAS, the Company and Landeck desire to memorialize their employment agreement into a written instrument. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. RECITALS: The above and foregoing recitals are true and correct and are incorporated herein. 2.

Finantra Capital Inc – EMPLOYMENT AGREEMENT (April 28th, 2000)

1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of this 4th day of January, 1999 by and between Finantra Capital, Inc., a Delaware corporation (the "Company") and Alyce Schreiber ("Employee"). W IT N E S S E T H : WHEREAS, the Company desires to retain, engage and employ Employee and Employee desires to be so retained, engaged and employed by the Company in the capacity of Executive Vice President upon the terms and conditions set forth in this Agreement, and WHEREAS, Employee by reason of the nature of Employee's duties and responsibilities will be provided access to the Company's confidential and proprietary information which the Company desires to maintain confidential. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herei

Finantra Capital Inc – AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT (April 28th, 2000)

1 EXHIBIT 10.5 AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT This Amendment Number One to Employment Agreement between FINANTRA CAPITAL, INC., a Delaware corporation (the "Company"), and MAYNARD J. HELLMAN ("Employee"), is made and entered into this 16th day of December, 1999. (Throughout this Agreement, the Company and Employee may be referred to as "Parties" for convenience.) W I T N E S S E T H : WHEREAS, the Parties entered into an Employment Agreement on December 23, 1998 (the "Agreement"); and WHEREAS, events have taken place subsequent to the execution of the Agreement necessitating amendments thereto; and WHEREAS, the Parties desire to document their Amendments in a written instrument. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valua

Finantra Capital Inc – EMPLOYMENT AGREEMENT (April 28th, 2000)

1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of this 16th day of May, 1999 by and between Finantra Capital, Inc., a Delaware corporation (the "Company") and Charles Litt ("Employees"). W I T N E S S E T H : WHEREAS, Employee is experienced in the development and operation of a business engaged in specialty financing including but not limited to factoring, leasing and mortgage lending, and WHEREAS, the Company desires to retain, engage and employ Employee and Employee desires to be so retained, engaged and employed by the Company in the capacity of President upon the terms and conditions set forth in this Agreement, and WHEREAS, Employee by reason of the nature of Employee's duties and responsibilities will be provided access to the Company's confidential a

Finantra Capital Inc – REGISTRATION IS AVAILABLE. THE OFFERING OF THIS WARRANT HAS NOT BEEN REVIEWED OR (March 30th, 2000)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION IN REASONABLY ACCEPTABLE FORM AND SCOPE TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS OR THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE OFFERING OF THIS WARRANT HAS NOT BEEN REVIEWED OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR BY ANY STATE'S SECURITIES ADMINISTRATOR. THIS WARRANT IS ALSO SUBJECT TO CERTAIN ADDITIONAL TRANSFER RESTRICTIONS PROVIDED FOR HERE1N. Warrant No. Dated: October 29 1999 WARRANT THIS IS TO CERTIFY THAT, for value receiv

Finantra Capital Inc – SECURITIES PURCHASE AGREEMENT (March 30th, 2000)

================================================================================ SECURITIES PURCHASE AGREEMENT Among FINANTRA CAPITAL, INC., ESQUIRE TRADE & FINANCE INC., AUSTINVEST ANSTALT BALZERS, NESHER INC., AMRO INTERNATIONAL, S.A., ALTRA TRADING & INVESTMENT, S.A., THE GROSS FOUNDATION, LIBRA FINANCE, S.A., TALBIYA B. INVESTMENTS LTD., ELLIS ENTERPRISES And A. L. SCHWARTZ Dated as of November 5. 1999 ================================================================================ TABLE

Finantra Capital Inc – LOAN AND SECURITY AGREEMENT (March 30th, 2000)

EXECUTION COPY -------------------------------------------------------------------------------- LOAN AND SECURITY AGREEMENT BETWEEN Travelers Acquisition Corporation, as Borrower, AND BHC Interim Funding, L.P., as Lender. Dated as of October 29, 1999 -------------------------------------------------------------------------------- TABLE of CONTENTS SECTION 1 DEFINITIONS.................................................................................................. Page 2

Finantra Capital Inc – LOAN AND SECURITY AGREEMENT (March 30th, 2000)

FINOVA FINANCIAL INNOVATORS ------------------------------------------------------------------------------- Rediscount Finance LOAN AND SECURITY AGREEMENT Co-Borrowers: TRAVELERS ACCEPTANCE CORPORATION TRAVELERS LEASING CORPORATION TRACE CREDIT SERVICES, INC. Address: 2233 FARADAY AVENUE, SUITE K CARLSBAD, CA 92008 Date: SEPTEMBER 23. 1999 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between FINOVA CAPITAL CORPORATION, a Delaware corporation (nLender9, whose corporate address is 1850 N. Central, Phoenix, Arizona 85077 and whose Rediscount Finance Once address is 16833 North Dallas Parkway, Suite 700, Addison, Texas 75001 and the borrowers named above (collectively referred

Finantra Capital Inc – WARRANT TO PURCHASE (March 30th, 2000)

Exhibit B --------- THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF FINANTRA CAPITAL, INC. Expires November 5, 2004 No. W-l

Finantra Capital Inc – REGISTRATION IS AVAILABLE. THE OFFERING OF THIS WARRANT HAS NOT BEEN REVIEWED OR (March 30th, 2000)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION IN REASONABLY ACCEPTABLE FORM AND SCOPE TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS OR THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE OFFERING OF THIS WARRANT HAS NOT BEEN REVIEWED OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR BY ANY STATE'S SECURITIES ADMINISTRATOR. THIS WARRANT IS ALSO SUBJECT TO CERTAIN ADDITIONAL TRANSFER RESTRICTIONS PROVIDED FOR HERE1N. Warrant No. ________________________ Dated: October 29 1999 WARRANT THIS IS TO CERTIFY THAT, for value receiv

Finantra Capital Inc – FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (November 15th, 1999)

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT This First Amendment to Stock Purchase Agreement (this "Amendment") is made and entered into as of October _, 1999 (the "Effective Date"), by and among Finantra Capital, Inc., a Delaware corporation ("Finantra"), Travelers Acquisition Corporation, a Florida corporation (the "Buyer"), the Shareholders whose names appear on the signature pages attached hereto (the "Sellers") and Travelers Investment Corporation, a California corporation (the "Corporation"). Terms with initial capital letters used in this Amendment and not otherwise defined herein shall have the same meanings set forth in the Agreement. RECITALS A. Finantra, the Buyer, the Sellers and the Corporation entered into a Stock Purchase Agreement (the "Agreement"), pursuant to which the Buyer is to purchase from the Sellers, and the Sellers are to sell to the Buyer, all of the issued and outstanding commo

Finantra Capital Inc – STOCK PURCHASE AGREEMENT (November 15th, 1999)

STOCK PURCHASE AGREEMENT ------------------------ This Stock Purchase Agreement (this "Agreement") dated this ____ day of October, 1999 is made and entered into by and between Finantra Capital, Inc., a Delaware corporation ("Finantra"), Travelers Acquisition Corporation, a Florida corporation (the "Buyer"), the Shareholders whose names appear on the signature pages attached hereto (the "Sellers") and Travelers Investment Corporation, a California corporation (the "Corporation"). Throughout this agreement the Buyer and Sellers may be referred to collectively as "Parties" or individually as a "Party." W I T N E S S E T H: -------------------- WHEREAS, the Sellers collectively own 100% of the authorized, issued and outstanding common shares of the Corporation consisting of 442,312 Shares (the "Shares"), and WHEREAS, the Corporation is the

Finantra Capital Inc – STOCK EXCHANGE AGREEMENT (May 17th, 1999)

Exhibit 10.1 STOCK EXCHANGE AGREEMENT This Stock Exchange Agreement dated this 31st day of March, 1999, is made and entered into by and between AMERI-CAP MORTGAGE GROUP, INC., a Florida corporation ("Ameri-Cap"), FINANTRA CAPITAL, INC., a Delaware corporation ("Finantra"), BRISTOL INVESTMENT GROUP L.L.C., a Florida limited liability company ("Bristol") and TITAN MORTGAGE GROUP, INC., a Florida corporation ("Titan"). W I T N E S S E T H : WHEREAS, Titan is a corporation organized and existing under the laws of the state of Florida and is capitalized with one million shares of common stock having a par value of $.01 per share, and WHEREAS, Titan as of the date of executing this agreement has a net tangible net worth in the sum of $100,000.00 as represented on its Statement of Financial Condition attached hereto as Exhibit "A", and

Finantra Capital Inc – MORTGAGE LOAN WAREHOUSING AND SECURITY AGREEMENT (May 17th, 1999)

Exhibit 10.2 MORTGAGE LOAN WAREHOUSING AND SECURITY AGREEMENT THIS AGREEMENT, made this 21st day of March, 1999 by and between SUNTRUST BANK, MIAMI, NATIONAL ASSOCIATION (hereinafter sometimes referred to as Lender or Bank) and AMERI-CAP MORTGAGE GROUP, INC., a Florida Corporation; AMERI-CAP MORTGAGE LENDING CORP., a Florida corporation; and AMERI-CAP MORTGAGE SERVICES, INC., a Florida corporation (collectively hereinafter sometimes referred to as Borrower). WHEREAS, Borrower is in the business of originating, purchasing, and owning loans secured by a first mortgage encumbering single-family residences; WHEREAS, Lender is in the business of lending money; WHEREAS, Borrower desires to borrow money from Lender secured by Mortgage Loans owned by Borrower; WHEREAS, Lender, on terms and conditions more particularly hereinafter set forth, is willing to lend mon

Finantra Capital Inc – STOCK PURCHASE AGREEMENT (April 6th, 1999)

STOCK PURCHASE AGREEMENT This Stock Purchase Agreement dated this 31 day of December. 1998 is made and entered into by and between AMERI-CAP MORTGAGE GROUP, INC. ("Buyer"). MAYNARD J. HELLMAN ("Seller"), and FINANTRA CAPITAL, INC., a Delaware corporation (Finantra") WITNESSETH: WHEREAS, the Seller owns 100% of the authorized, issued and outstanding common shares of Suncoast Title Company, Inc. (the "Corporation"), consisting of 100 shares (the Shares"), and WHEREAS. The Corporation is organized under the laws of the state of Florida and is engaged in providing title insurance and closing services, and WHEREAS, the Buyer is desirous of purchasing from the Seller 80% of the authorized, issued and outstanding shares of the Corporation and the Seller is desirous of selling same to the Buyer, and WHEREAS, the Buyer desires to retain the right subsequent to closing to acquire

Finantra Capital Inc – LEASE AGREEMENT BETWEEN (April 6th, 1999)

LEASE AGREEMENT BETWEEN SKW II REAL ESTATE PARTNERSHIP, AS LANDLORD, AND FINANTRA CAPITAL, INC., AS TENANT DATED _______________________________, 1998 FLORIDA ______________________________________________________________________________ LEASE THIS LEASE AGREEMENT (this "Lease") is entered into as of _____________, 19___, between SKW II REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and FINANTRA CAPITAL, INC., a Florida corporation ("Tenant"). 1. Lease Grant. Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, Suite No. 500 (the "Premises.) in the office building (the "Building") located at 150 South Pine Island Road, Plantation, Florida 33324. The land on which the Bui

Finantra Capital Inc – STOCK EXCHANGE AGREEMENT (April 6th, 1999)

STOCK EXCHANGE AGREEMENT This Stock Exchange Agreement is made and entered into by and between MAYNARD J. HELLMAN, hereinafter referred to as "Hellman" and FINANTRA CAPITAL, INC.. hereinafter referred to as "Finantra". (Throughout this agreement Hellman and Finantra may be referred to collectively as "Parties" for convenience.) WITNESSETH: WHEREAS, Finantra Capital, Inc., is a Delaware corporation, publicly traded pursuant to the Securities Act of 1933, and WHEREAS, Finantra is the owner of 80% of the authorized, issued and outstanding common shares of Ameri-Cap Mortgage Group, Inc., a Florida corporation (the "Corporation), and WHEREAS, Hellman is the owner of seven percent (7%) of the authorized, issued and outstanding common stock of the Corporation, and WHEREAS. Finantra desires to acquire Hellman's stock ownership in the Corporation in exchange for shares of com

Finantra Capital Inc – STOCK EXCHANGE AGREEMENT (April 6th, 1999)

STOCK EXCHANGE AGREEMENT This Stock Exchange Agreement is made and entered into by and between MAYNARD J. HELLMAN, hereinafter referred to as "Hellman" and AMERI-CAP FACTORS GROUP, INC., a Florida corporation. hereinafter referred to as "Arneri-Cap" and FINANTRA CAPITAL. INC.. hereinafter referred to as "Finantra". (Throughout this agreement Hellman and Ameri-Cap may be referred to collectively as "Parties" for convenience.) WITNESSETH: WHEREAS, Ameri-Cap is a subsidiary of Finantra Capital, Inc., a Delaware corporation publicly traded pursuant to the Securities Act of 1933, and WHEREAS, Ameri-Cap is the owner of 80% of the authorized, issued and outstanding common shares of Ameri-Med Financial Services, Inc., a Florida corporation engaged in the business of medical receivable financing, and WHEREAS, Hellman is the owner of three percent (3%) of the authorized. issued and outstan

Finantra Capital Inc – AGREEMENT (April 6th, 1999)

AGREEMENT This agreement is made and entered into by and between FINANTRA CAPITAL, INC., a Delaware corporation ("Finantra") ad MEDLEY GROUP, INC., a Delaware corporation (Medley"). (Throughout this agreement Finantra and Medley may be referred to as "Parties" for convenience.) WITNESSETH: WHEREAS, prior to Finantra's public offering in 1997, Finantra was a subsidiary of Medley, and WHEREAS, as of the date of this agreement Medley is indebted to Finantra as a result of inter-company transactions in the sum of Six Hundred Thirty Three Thousand Eighty Nine and 241100 Dollars ($633,089.24), and WHEREAS, the Partes desire to document said Inter-company debt and provide for the payment of same. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained and for the sun of Ten Dollars and such other good and valuable consideration, the rece

Finantra Capital Inc – EMPLOYMENT AGREEMENT (April 6th, 1999)

EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into this 23rd day of December, 1998 by and between FINANTRA CAPITAL, INC., a Delaware corporation (the Company") and MAYNARD J. HELLMAN (UHellman or "Employee). WITNESSETH: WHEREAS, Hellman is an attorney licensed to practice law in the state of Florida, and WHEREAS, Hellman has been representing the Company in various matters over the last 24 months, and WHEREAS, the Company desires to employ Hellman as its general counsel and WHEREAS, the Company and Hellman desire to memorialize their employment agreement into a written instrument. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledg

Finantra Capital Inc – WARRANT TO PURCHASE (April 6th, 1999)

WARRANT TO PURCHASE 500.000 SHARES OF COMMON STOCK FINANTRA CAPITAL. INC. (A DELAWARE CORPORATION) THIS CERTIFIES THAT Maynard J. Hellman or his assigns (the Holder") is entitled to purchase from Finantra Capital, Inc. (the Company"), 500,000 shares of the Company's common stock (the "Common Stock"), at an initial exercise of $2.50 per share (the "Exercise Price"). 1. Term of Exercise: The rights represented by this Warrant shall be exercised at the Exercise Price at any time on or prior to December 1, 2002. After December 1. 200. the Holder shall have no right to purchase any shares hereunder and this Warrant shall expire thereon effective at ::00 p.m., New York time. 2. Procedures for Exercise: The rights represented by this Warrant may be exercised at any time within the period above specified, in whole or in part, by (i) the surrender o

Finantra Capital Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (April 6th, 1999)

AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement is made and entered into this ____ day of December, 1998 by and between FINANTRA CAPITAL, INC., a Delaware corporation (the "Company") and ROBERT D. PRESS ("Employee"). (Throughout this agreement the Company and Employee may be referred to collectively as "Parties" for convenience.) WITNESSETH: WHEREAS, the Parties entered into an Employment Agreement on March 1, 1998, and WHEREAS, various events have taken place subsequent to the effective date of the Employment Agreement which requires amendments. NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. RECITALS: The above and foregoing recitals are true and correct and are

Finantra Capital Inc – AMENDMENT TO STOCK EXCHANGE AGREEMENT (November 16th, 1998)

AMENDMENT TO STOCK EXCHANGE AGREEMENT This agreement is made and entered into this 21 day of October, 1998 by and between AMERI-CAP FINANCE GROUP, INC., a Florida corporation ("Buyer") and FINANTRA CAPITAL, INC. (f/k/a Medley Credit Acceptance Corp.) ("Finantra") and AMERITRUST HOLDINGS, INC., a Florida corporation ("Corporation"). WITNESSETH: WHEREAS, the Buyer entered into a Stock Exchange Agreement with the owners of all of the common stock of the Corporation on July 20, 1998, and WHEREAS, Eamon Toner as the owner of 200,000 shares of the Corporation's common stock and Maurice Barbakow and Hope Barbakow, his wife, the owners of 200,000 shares of the Corporation have entered into an agreement with the Corporation whereby they have returned their shares of common stock to the Corporation in exchange for the return of all of the authorized, issued and outstanding common stock of Community Redevelo

Finantra Capital Inc – EMPLOYMENT AGREEMENT (November 16th, 1998)

EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of this day of , 1998 by and between AMERITRUST HOLDINGS, INC., a Florida corporation (the "Company") and LARRY SCHWARTZ ("Employee"). W I T N E S S E T H: WHEREAS, Employee is experienced in the development, marketing and operating a mortgage banking company, and WHEREAS, the Company desire to retain, engage and employ Employee and Employee desires to be so retained, engaged and employed by the Company in the capacity of President upon the terms and conditions set forth in this Agreement, and WHEREAS, Employee by reason of the nature of Employee's duties and responsibilities will be provided access to the Company's confidential and proprietary information which the Company and its parent, Finantra Capital, Inc. desires to maintain confidential. NOW, THEREFORE, in consider

Finantra Capital Inc – EXECUTIVE EMPLOYMENT AGREEMENT (November 16th, 1998)

EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and effective as of Nov. 14th 1997 between RESIDENTIAL FINANCIAL SERVICES, INC. (the "Corporation"), and LARRY SAZANT an individual ("Mr. Sazant") WHEREAS, The Corporation desires to retain the services of Mr. Sazant as set forth herein, Whereas the parties agree as follows: 1. Employment. Corporation hereby employs Mr. Sazant and Mr. Sazant accepts such employment on the terms and conditions set forth herein. 1.1 Mr. Sazant covenants to perform in good faith his employment duties as outlined herein, devote a substantial part of his business time, energies and abilities to the proper and efficient management of the business of the Corporation, and for its benefit. It is understood that Mr. Sazant is involved in other businesses including the practice of Law and devotes time and attention to the said matters.

Finantra Capital Inc – STOCK EXCHANGE AGREEMENT (November 16th, 1998)

STOCK EXCHANGE AGREEMENT This Stock Exchange Agreement, dated this 20th day of July, 1998, is made and entered into by and between Ameri-Cap Finance Group, Inc., a Florida corporation ["Buyer"], the individuals named on Exhibit A attached hereto [collectively referred to as "Sellers"], Medley Credit Acceptance Corp., a Delaware corporation ["Medley"], and Ameritrust Holdings Inc., a Florida corporation ["Corporation"]. [The Buyer and Sellers may be referred to collectively throughout this Agreement as "Parties" for convenience]. WITNESSETH WHEREAS, the Sellers collectively owns 100% of the authorized, issued, and outstanding common shares of Ameritrust Holdings, Inc., consisting of 1,495,000 common shares [the "Shares"], and WHEREAS, the Corporation is organized and existing under the laws of the State of Florida and is engaged in commercial and residential lending and home improvements, a

Finantra Capital Inc – EXECUTIVE EMPLOYMENT AGREEMENT (November 16th, 1998)

EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and effective as of Nov. 14th 1997 between RESIDENTIAL FINANCIAL SERVICES, INC. (the "Corporation"), and BRUCE LAZARUS an individual ("Mr. Lazarus") WHEREAS, The Corporation desires to retain the services of Mr. Lazarus as Set forth herein, Whereas the parties agree as follows: 1. Employment. Corporation hereby employs Mr. Lazarus and Mr. Lazarus accepts such employment on the terms and conditions set forth herein. 1.1 Mr. Lazarus covenants to perform in good faith his employment duties as outlined herein, devoting all of his business time, energies and abilities to the proper and efficient management of the business of the Corporation, and for its benefit. 1.2 Mr. Lazarus shall not, without the prior written consent of the Corporation, directly or indirectly, during the term of this agreement and for a period of

Finantra Capital Inc – Whereas the parties desire to amend the said agreement; (November 16th, 1998)

ADDENDUM To Executive Employment Agreement Between Residential Financial Services, Inc. and Larry S. Sazant on November 1997 This Addendum to the Executive Employment Agreement is entered into by and between Residential Financial Services, Inc., and Larry S. Sazant, an individual ("Mr. Sazant") on this 1st day of July 1998. Whereas the parties hereto previously executed an Executive employment Agreement effective November 14, 1997; and Whereas the parties desire to amend the said agreement; Now, Therefore in consideration of the mutual promises contained herein, the Corporation and Mr. Sazant agree as follows: 1. That in addition to the compensation set forth in paragraph 4 that Mr. Sazant shall receive as additional compensation, 10% of the gross commissions earned by the Corporation for commercial loans by Mr. Sazant. (A) That in respect to other commissions generated by the Commercial Loan division of the Corporation, it is agreed th

Medley Credit Acceptance Corp – EMPLOYMENT AGREEMENT (August 14th, 1998)

EMPLOYMENT AGREEMENT This Employment Agreement [the "Agreement"] is made and entered into as of this 30th day of June, 1998 by and between AMERI-CAP LEASING CORP., a Florida corporation [the "Company"] and RON EPSTEIN ["Employee"]. W I T N E S SE T H : WHEREAS, Employee is experienced in the development, marketing and operating a medical equipment leasing business, and WHEREAS, the Company desires to retain, engage and employ Employee and Employee desires to be so retained, engaged and employed by the Company in such capacity as may be determined by the Board of Directors of the Employer upon the terms and conditions set forth in this Agreement, and WHEREAS, Employee by reason of the nature of Employee's duties and responsibilities will be provided access to the Company's trade secrets and other confidential and proprietary information which the Company and its parent,

Medley Credit Acceptance Corp – STOCK PURCHASE AGREEMENT (August 14th, 1998)

STOCK PURCHASE AGREEMENT This Stock Purchase Agreement, dated this 3rd day of June, 1998, is made and entered into by and between Ameri-Cap Leasing Corp., a Florida corporation ["Buyer"] Ron Epstein ["Epstein"], Elliot Kalus ["Kalus"] and Henry Koche ["Koche"] [collectively referred to as "Seller" and Medley Credit Acceptance Corp., a Delaware corporation ["Medley"]. [The Buyer and Seller may be referred to collectively throughout this Agreement as "Parties" for convenience W I T N E S S E T H: WHEREAS, the Seller collectively owns 100% of the authorized, issued, and outstanding shares of MFC Financial Corp. [the "Corporation"], and WHEREAS, the Corporation is organized and existing under the laws of the State of Florida and is engaged in the financing business, including but not limited to equipment leasing, and WHEREAS, the Buyer is a Florida corporation ant is desirous of purchasing f

Medley Credit Acceptance Corp – EMPLOYMENT AGREEMENT (August 14th, 1998)

EMPLOYMENT AGREEMENT This Employment Agreement [the "Agreement"] is made and entered into as of this 30th day of June, 1998 by and between AMERI-CAP LEASING CORP., a Florida corporation [the "Company"] and HENRY KOCHE [Employee"]. W I T N E S SE T H : WHEREAS, Employee is experienced in the development, marketing and operating a medical equipment leasing business, and WHEREAS, the Company desires to retain, engage and employ Employee and Employee desires to be so retained, engaged and employed by the Company in such capacity as may be determined by the Board of Directors of the Employer upon the terms and conditions set forth in this Agreement, and WHEREAS, Employee by reason of the nature of Employee's duties and responsibilities will be provided access to the Company's trade secrets and other confidential and proprietary information which the Company and its parent,

Medley Credit Acceptance Corp – EMPLOYMENT AGREEMENT (August 14th, 1998)

EMPLOYMENT AGREEMENT This Employment Agreement [the "Agreement"] is made and entered into as of this 30th day of June, 1998 by and between AMERI-CAP LEASING CORP., a Florida corporation [the "Company"] and ELLIOT KALUS ["Employee"]. W I T N E S S E T H : WHEREAS, Employee is experienced in the development, marketing and operating a medical equipment leasing business, and WHEREAS, the Company desires to retain, engage and employ Employee and Employee desires to be so retained, engaged and employed by the Company in such capacity as may be determined by the Board of Directors of the Employer upon the terms and conditions set forth in this Agreement, and WHEREAS, Employee by reason of the nature of Employee's duties and responsibilities will be provided access to the Company's trade secrets and other confidential and proprietary information which the Company and its parent,

Medley Credit Acceptance Corp – PROMISSORY NOTE (July 1st, 1998)

PROMISSORY NOTE $60,000.00 MIAMI, FLORIDA FEBRUARY 4, 1998 FOR VALUE RECEIVED the undersigned, ROBERT PRESS (hereinafter referred to as "Maker") promises to pay to the order of MEDLEY CREDIT ACCEPTANCE CORP., a Delaware corporation, or its successors or assigns (hereinafter referred to as the "Holder"), at 1100 Ponce de Leon Boulevard, Coral Gables, Florida 33134, or such place as the Holder hereof may from time to time designate in writing, the principal sum of SIXTY THOUSAND DOLLARS ($60,000.00), with interest thereon from the date of disbursement paid in lawful money of the United States of America, which shall be legal tender in the payment of all debts and dues, public and private at the time of payment. Interest: The Maker shall pay the Holder interest at the rate of ten percent (10%) per annum, paid quarterly