THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of September 30, 2006, by and between TEXAS CAPITAL BANK, N.A., a national banking association ("Seller"), and TRANSNATIONAL FINANCIAL NETWORK, INC., a California corporation...

EXECUTION COPY

ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is entered
into as of September 30, 2006, by and between TEXAS CAPITAL BANK, N.A., a
national banking association ("Seller"), and TRANSNATIONAL FINANCIAL NETWORK,
INC., a California corporation ("Buyer").
WITNESSETH:

WHEREAS, Seller wishes to sell to Buyer and Buyer wishes to
purchase from Seller substantially all of the assets of Seller's
residential mortgage lending division (the "Business") upon the terms
and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and promises contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Buyer and Seller agree as follows:
I. PURCHASE AND SALE OF ASSETS.
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A. Sale of Assets.
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1. Assets. Seller shall cause to be sold, assigned,
transferred, conveyed and delivered to Buyer, at the Closing (as defined
herein), good and valid title to the Assets (as defined below), free of any
encumbrances, on the terms and subject to the conditions set forth in this
Agreement. For purposes of this Agreement, "Assets" shall mean and include all
of the properties, rights, interest and other tangible and intangible assets of
the Business (wherever located and whether or not required to be reflected on a
balance sheet prepared in accordance with generally accepted accounting
principles) required to operate the Business in the ordinary course of business.
Without limiting the generality of the foregoing, the Assets specifically shall
include those assets of the Business listed on Schedule I(A)(1) attached hereto
and made a part hereof but shall not include the Excluded Assets (hereafter
defined).

2. Excluded Assets. Ownership of the Assets of the Business
set forth in Schedule I(A)(2) (the "Excluded Assets") shall not be transferred
to Buyer and shall be retained by Seller following the consummation of the
transactions contemplated by this Agreement.

3. Legally Restricted Assets. With regard to that portion of
the Assets listed on Schedule I(A)(3), the sale of which is subject to
regulatory restrictions and licensing requirements (the "Legally Restricted
Assets"), the parties agree that Seller shall transfer ownership of the Legally
Restricted Assets, or portions thereof, to Buyer at Partial Closing(s)
(hereafter defined), each of which shall be held promptly after Buyer has
satisfied the legal restrictions applicable to the transfer of the Legally
Restricted Assets or portion thereof

4. Net Branches. Schedule 1(A)(4) lists Seller's so-called
"net branches". Pursuant to the business arrangements between Seller and the net
branches, the net branches are not contractually obligated to do business with
Buyer after the date hereof. Notwithstanding the

foregoing, Seller shall make good faith efforts to encourage the net branches to
do business with Buyer after the date hereof.

5. Mortgage Loans. From time to time between the date hereof
and the Closing, Seller may sell to Buyer, and Buyer may purchase from Seller,
mortgage loans originated by Seller and typically sold by Seller to investors
and servicers in the ordinary course of the Business (the "Mortgage Loans"). The
terms and conditions of Buyer's purchase of any Mortgage Loans shall be governed
by Seller's standard form of note purchase agreement.

B. Liabilities. In connection with its purchase of the Assets, Buyer
shall assume only those liabilities of Seller, if any, which are listed on
Schedule I(B)(1) attached hereto and made a part hereof (the "Assumed
Liabilities"). Except as specifically set forth in this Section I(B), Buyer
shall not be liable for any debt, obligation, claim or liability of Seller of
any kind or description whatsoever, contingent or otherwise, known or unknown,
whether incurred prior to, or for claims for events prior to Closing but paid
subsequent to or at the Closing, all such unassumed liabilities being
hereinafter collectively referred to as the "Retained Liabilities". Buyer shall
assume the Assumed Liabilities at or prior to the Closing and, upon the
assumption of the Assumed Liabilities, shall pay when due the Assumed
Liabilities and shall perform executory obligations arising from the Assumed
Liabilities after the assumption thereof pursuant to the express terms of those
contracts, leases and agreements, if any, listed on Schedule I(B)(2) attached
hereto and made a part hereof (the "Assumed Contracts and Leases").

II. PURCHASE PRICE.
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A. Subject to the adjustment set forth in Section II(B) hereof, the
purchase price (the "Purchase Price") payable by Buyer to Seller for the Assets
shall be three million (3,000,000) shares of the voting common stock, no par
value, of Buyer (the "Buyer Common Stock"), all of which shares shall be
delivered as follows:

1. Promptly following the receipt from the American Stock
Exchange ("AMEX") of approval of Buyer's Listing Application (as defined in
Section VI(F)(1)), Buyer shall deliver the following certificates:
(a) a certificate representing one million one
hundred thirty-three thousand six hundred forty-five (I,133,645) shares of the
Buyer Common Stock issued in the name of Seller, which shall be delivered to
Seller; and
(b) certificates representing the number of shares of
Buyer Common Stock shown opposite the name of each person shown in Schedule
II(A)(1)(b) hereto the (the "Employees"), in the "Employee Shares to be
Delivered at Signing" column of Schedule II(A)(l)(b), for an aggregate of five
hundred seventy-five thousand (575,000) shares for all Employees, which shall be
issued in the names of and delivered to the Employees; and
(c) a promissory note (the "Note") substantially in
the form of Exhibit F attached hereto, made by the Buyer to the order of the
Seller in the original principal amount of Four Hundred Forty-Five Thousand Two
Hundred Dollars and NO/100 Cents ($445,200.00), which shall be delivered to
Escrow Agent (as hereafter defined) and shall be

subject to the provision of Section II(A)(2). Buyer shall be required to
exchange the Note for the Remaining Earn-out Shares (as hereafter defined) as
provided in Section II(A)(2).

Concurrent with Buyer's delivery of the share certificates described in this
Section II(A)(1), Buyer and Seller shall execute and deliver two copies of each
of (i) an escrow agreement substantially in the form of Exhibit B hereto (the
"Escrow Agreement") with Xxxxxxxxx & Xxxxxxxx LLP as the escrow agent (the
"Escrow Agent") thereunder, and (ii) a stock put and call agreement
substantially in the form of Exhibit C hereto (the "Put/Call Agreement").

2. Promptly after the receipt of the shareholder approval
described in Section VI(F) (following the expiration of applicable SEC review
periods or the receipt of SEC approval of the SEC filing described in the
Section VI(F)(2)), Buyer shall deliver all of the following items to Escrow
Agent:
(a) a certificate representing two hundred thirty
thousand three hundred fifty-five (230,355) shares of Buyer Common Stock issued
in the name of Seller, which shares shall be subject to the earn-out as set
forth in Section II(B) hereof and shall be referred to herein as the "Seller
Initial Earn-out Shares";
(b) certificates representing the number of shares of
Buyer Common Stock shown opposite the name of each Employee in the "Employee
Initial Earn-out Shares" column of Schedule II(A)(1)(b), and issued in the names
of the Employees, for an aggregate of one hundred seven thousand (I07,000)
shares of Buyer Common Stock, which shares shall be subject to the earn-out as
set forth in Section II(B) hereof and shall be referred to herein as the
"Employees Initial Earn-out Shares" (and, together with the Seller Initial
Earn-out Shares, the "Initial Earn-out Shares");
(c) a certificate representing six hundred thirty-six
thousand (636,000) shares of Buyer Common Stock issued in the name of Seller,
which shares shall be subject to the earn-out as set forth in Section II(C)
hereof and shall be referred to herein as the "Seller Remaining Earn-out
Shares"; and
(d) representing the number of shares of Buyer Common
Stock shown opposite the name of each Employee in the "Employee Remaining
Earn-out Shares" column of Schedule II(A)(1)(b), and issued in the names of the
Employees, for an aggregate of three hundred eighteen thousand (3I8,000) shares
of Buyer Common Stock, which shares shall be subject to the earn-out as set
forth in Section II(C) hereof and shall be referred to herein as the "Employees
Remaining Earn-out Shares" (and, together with the Seller Remaining Earn-out
Shares, the "Remaining Earn-out Shares").

The Initial Earn-out Shares and the Remaining Earn-out Shares collectively may
be referred to herein as the "Earn-out Shares".

B. If the gross revenues of the Business for the twelve (12) month
period beginning on October I, 2006 and ending on September 30, 2007 (the
"Initial Post-Closing Period") are greater than twenty percent (20%) of the
gross revenues of the Business for the twelve (I2) month period beginning on
October I, 2005 and ending on September 30, 2006 (the

"Comparison Period"), then Seller and the Employees shall be entitled to receive
the Initial Earn-out Shares from Escrow Agent. If the gross revenues of the
Business for the Initial Post-Closing Period do not exceed twenty percent (20%)
of the gross revenues of the Business for the Comparison Period, then ownership
of the Initial Earn-out Shares shall revert to Buyer. If the twenty percent
(20%) threshhold under this Section II(B) is met prior to the conclusion of the
Initial Post-Closing Period, then at the time such threshhold is met, Seller and
the Employees shall become entitled to receive the Initial Earn-out Shares.
Promptly following the satisfaction of the twenty percent (20%) threshh, if
Buyer has delivered the Initial Earn-out Shares to Escrow Agent, then Buyer
shall deliver a written notice to Escrow Agent directing Escrow Agent to release
the Escrowed Shares to Seller and the Employees. If Buyer has not yet delivered
the Initial Earn-out Shares to Escrow Agent then, in lieu of doing so, Buyer
shall deliver the Initial Earn-out Shares to Seller and the Employees and shall
notify Escrow Agent of such delivery.

C. If the gross revenues of the Business for the twelve (I2) month
period beginning on the date after the Closing Date (the "Final Post-Closing
Period" and, together with Initial Post-Closing Period, the "Post-Closing
Period") are greater than sixty percent (60%) of the gross revenues of the
Business for the Comparison Period, then Seller and the Employees shall be
entitled to receive the Remaining Earn-out Shares from Escrow Agent. If the
gross revenues of the Business for the Final Post-Closing Period do not exceed
sixty percent (60%) of the gross revenues of the Business for the Comparison
Period, then ownership of the Remaining Earn-out Shares shall revert to Buyer.

D. Buyer shall determine the gross revenues of the Business for the
Post-Closing Period as soon as practicable but in any event no later than ten
(10) days after the conclusion of such period. On or before the tenth day
following the conclusion of the Post-Closing Period, Buyer must deliver either
(I) a written notice to Escrow Agent, with a copy to Seller and to the
Employees, directing Escrow Agent to release the Earn-out Shares to Seller and
the Employees, or (2) a written notice to Seller containing the amount of the
gross revenues of the Business for the Post-Closing Period and a statement that
the gross revenues of the Business for the Post-Closing Period did not exceed
sixty percent (60%) of the gross revenues of the Business for the Comparison
Period.

1. If Seller wishes to dispute Buyer's calculation of the
gross revenues of the Business for the Post-Closing Period, within five (5) days
of the delivery date of the notice under Section II(C)(2), Seller must deliver
to Buyer a written dispute notice. If Seller does not deliver a written dispute
notice within the specified time frame, Buyer's calculation of the gross
revenues of the Business for the Post-Closing Period shall be deemed to be final
and binding on Seller, the Employees and Buyer, and Buyer may issue a written
notice to Escrow Agent, with a copy to Seller, directing Escrow Agent to release
the Escrowed Shares to Buyer.

2. Promptly upon receiving a written dispute notice from
Seller, Buyer shall deliver to Seller a written report describing the basis for
Buyer's calculation of the gross revenues of the Business for the Post-Closing
Period and, upon Seller's request, shall make available to Seller such books and
records of Buyer as may be necessary or appropriate to review the disputed
calculation. The parties shall negotiate in good faith to resolve any
differences with respect to a disputed calculation within ten (10) days of the
delivery date of Seller's dispute notice. If the parties can not resolve their
differences within the specified time frame, then Buyer and Seller

shall retain a mutually acceptable independent public accountant to calculate
the gross revenues of the Business for the Post-Closing Period. The calculation
of the independent public accountant shall be binding on Seller and Buyer.
Seller and Buyer shall be jointly responsible for the payment of the fees and
expenses of any independent public accountant retained under this Section
II(C)(2). Promptly following receipt of the determination of the independent
public calculation, Buyer and Seller jointly shall deliver a notice to Escrow
Agent directing the release of the Escrowed Shares consistent with such
determination.

E. For the purposes of this Section II, the gross revenues of the
Business for a fiscal period shall be determined in accordance with the standard
accounting practices of Seller consistently applied, as such practices may be
modified by this Section II(D).

1. Gross revenues of the Business for any period means
interest accrued on loans, fees on loans and gains on the sale of loans during
such period. As of the signing of this Agreement, the unadjusted gross revenues
of the Business for the Comparison Period are $I7,060,000.

2. Gross revenues of the Business for the Comparison Period
shall include revenues generated by all Assets of the Business, whether or not
such Assets are transferred to Buyer concurrent with the execution of this
Agreement, at a Partial Closing or at the Closing. Notwithstanding the preceding
sentence, if any portion of the Assets is not transferred to Buyer hereunder
because of Buyer's failure to obtain one or more licenses or regulatory
approvals required by Section VI(A) hereof, with such Assets being referred to
as the "Non-Transferred Assets", then revenues generated by such Non-Transferred
Assets shall be excluded from the calculations of the gross revenues of the
Business for the Comparison and Post-Closing Periods under this Section II.

3. Revenues generated from Seller's business relationships
with net branches which do not do business with Buyer after the date hereof
("Non-Transferred Net Branches") shall be included in the calculation of gross
revenues of the Business for the Comparison Period. Buyer shall make good faith
and commercially reasonable efforts to replace the business attributable to the
Non-Transferred Net Branches by entering into business arrangements with new net
branches ("Replacement Net Branches"), and revenues generated from Buyer's
business relationships with Replacement Net Branches will be included in the
calculations of the gross revenues of the Business for the Post-Closing Period.

4. If this Agreement is terminated in accordance with Section
XII hereof, then gross revenues of the Business for the Post-Closing Period
shall be calculated for the twelve (12) month period following the Termination
Date.

III. REPRESENTATIONS AND WARRANTIES OF SELLER.
-----------------------------------------

Seller makes the following representations and warranties to Buyer on
and as of the date of signing this Agreement, which shall be equally true on the
Closing Date as though made on such date, and only through such date.

A. Organization and Qualification. Seller is a national banking
association organized, validly existing and in good standing under the laws of
the United States of America and the regulations of the Office of the
Comptroller of the Currency (the "OCC"), is qualified and in good standing in
each state where the nature of its business requires it to be so qualified, and
has the requisite power and authority to own, lease and operate its properties
including the Assets and to carry on the Business as now being conducted. Seller
has the power and authority to execute and deliver this Agreement and to
consummate the transactions and perform its obligations contemplated by this
Agreement.

B. Authority. The execution and delivery of, and the consummation of
the transactions contemplated by, this Agreement (and all other agreements &
instruments to be executed by them in connection herewith) have been duly
authorized by all necessary corporate action of Seller. This Agreement
constitutes, and all instruments required to be executed and delivered by Seller
at the Closing will constitute, the valid and binding obligation of Seller,
enforceable against Seller in accordance with their respective terms. All
persons who have executed this Agreement on behalf of Seller have been duly
authorized to do so by all necessary corporate action of Seller, and all persons
who execute instruments required to be executed and delivered by Seller at the
Closing shall have been duly authorized to do so by all necessary corporate
action of Seller. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated by this Agreement will (i)
violate, conflict with or result in the breach or termination of, or otherwise
give any other contracting party the right to terminate, or constitute a default
(by way of substitution, novation or otherwise) under the terms of, any
agreement or instrument to which Seller is a party or by or to which Seller or
any of the Assets may be bound or subject or affected; (ii) result in the
creation of any lien, charge or encumbrance upon any of the Assets pursuant to
the terms of any agreement or instrument to which Seller is a party or by or to
which Seller or any of the Assets may be bound or subject or affected; (iii)
violate any judgment, order, injunction, decree or award against, or binding
upon, Seller or upon the securities, property or business of Seller; or (iv) to
the best knowledge of Seller (and assuming that Seller and Buyer execute and
deliver the Put/Call Agreement), constitute a violation by Seller of any law or
regulation of any jurisdiction, to an extent that such violation or result will
adversely affect the Assets or Buyer's rights thereto or enjoyment thereof after
Closing.

C. Title to and Condition of Assets. Seller has as of the date of this
Agreement, and will have as of the Closing, good and valid title to each of the
Assets being sold or transferred by it, and the absolute power and right to
sell, assign, transfer and deliver the Assets to Buyer without the requirement
of notice to or consent or approval of any third party, free and clear of any
lien, security interest, or encumbrance except as described on Schedule
III(C)(1), attached hereto and made a part hereof. Attached hereto as Schedule
III(C)(2) is a complete and accurate list of all vehicles, equipment and other
properties, if any, including real property, used in the operation of the
Business of Seller which are leased from third parties, and Seller has furnished
to Buyer true and complete copies of all leases relating to such vehicles,
equipment, real property and other properties.

D. Filing of Tax Returns and Payment of Taxes. Seller will have duly
filed all federal, state and local tax returns required to be filed through the
Closing Date with respect to

the Business and the Assets and, except as otherwise stated herein, has duly
paid all taxes, interest, assessments, penalties or charges which have become
due pursuant to such returns. Seller has also paid all other assessments or
taxes of every kind relating to the Business and the Assets to the extent that
the same have become due and payable. All sales or other transfer taxes payable
to any jurisdiction by reason of the sale and transfer of the Assets pursuant to
this Agreement shall be paid by Seller, except that Buyer will pay any sales
taxes assessed or charged incident to the purchase and sale of vehicles sold as
a part of this transaction.

E. Compliance with Laws and Agreements.

1. Seller operates the Business in the states listed in
Schedule III(E) attached hereto and made a part hereof.

2. The operations of the Business have not violated and are
not now in violation of any judgment, order, injunction, award or decree.

3. Seller has not received any notice that the Business is in
violation of any law, ordinance or regulation, which violation could have a
material adverse affect on the Business.

4. Seller has performed all material obligations required to
be performed by it under any lease, license, mortgage, note, indenture, loan or
other instrument, document, or agreement relating to the Business, to which
Seller is a party or by or to which it or any of the Assets is bound or subject
or affected.

F. Contracts. Except as described in Schedule III(F) or other Schedules
to this Agreement, Seller is not a party to (in its own name or as successor in
interest to any predecessor) or bound by any of the following, whether written
or oral, relating to the Business or properties of Seller used in the Business:
1. contract not made in the ordinary course of the Business;
2. employment or advisory contract or consulting contract;
3. lease with respect to any property (real, personal or
mixed), whether as lessor or lessee;
4. continuing contract for the future purchase of materials,
supplies, equipment or services;
5. single contract for expenditures or commitment for
expenditures in excess of $5,000 or in any amount extending beyond one year
after the Closing Date;
6. contract not cancelable without penalty by either party
upon thirty (30) or a lesser number of days' notice;
7. contract containing covenants limiting the freedom of
Seller to compete in the Business;

8. agreement with any officer, director or Shareholder of
Seller; or
9. any written contract or agreement of any other kind
relating to the Business or properties of Seller which involves a value of
$5,000 or more or a time of performance of more than one year.

True and complete copies of all contracts referenced in the preceding sentence
have been furnished to Buyer. To the best of Seller's knowledge, there does not
now exist, nor will there exist at closing, any default or event which, with
passage of time or notice or both, would constitute an event of default by
Seller under any contract related to the Assets or the Business, which would
have a material adverse affect on the Business.

G. Financial Statements; Absence of Material Adverse Changes. Seller
has delivered to Buyer the following financial statements (collectively, the
"Financial Statements"); (a) the audited balance sheets of Seller as of December
31, 2005, the related statements of income and retained earnings and cash flows,
the notes thereto and the report of Ernst & Young with respect thereto; and (b)
the balance sheet of Seller as of June 30, 2006 (the "Unaudited Interim Balance
Sheet"), and the related statements of income and retained earnings and cash
flows for the six months then ended. The Financial Statements are accurate and
complete in all respects, have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods covered (except that the Unaudited Interim Balance Sheet does not have
notes) and present fairly the financial position of Seller as of the respective
dates thereof and are the results of operations and cash flows of Seller for the
periods covered thereby. Seller hereby certifies that there are no financial
transactions, assets or liabilities, fixed or contingent, which individually or
collectively represent a significant claim or liability against the Business or
the Assets, which are not disclosed or set forth in the Financial Statements.
Seller further certifies that, since December 31, 2005, Seller has not entered
into any transaction with respect to its operation (other than this Agreement)
not in the ordinary course of the Business, and there has not been any change in
the Assets the effect of which was or will be in any case, or in the aggregate,
materially adverse to the Business.

Seller agrees to allow access to all financial and other information
necessary for Buyer and its agents to perform a complete audit of the Business,
and not Seller as a whole, prior to Closing. Seller does not hereby make any
representations or warranties, nor shall Seller be deemed to make or to have
made any representations or warranties, as to the accuracy, completeness or
correctness of any pro forma financial statements or financial forecasts with
respect to the Business which Buyer and Seller may prepare jointly, or
severally, between the date of this Agreement and the Closing.

H. Legal and Administrative Proceedings. Schedule III(H) to this
Agreement contains a complete and accurate list and description of each of the
following: all suits, actions, administrative proceedings, workers compensation
claims or proceedings, governmental investigations, arbitrations, mediations or
other similar proceedings relating to the Business, to which Seller is a party
or against or affecting the Business or the Assets and of which Seller has
received notice, and each judgment, order, injunction, decree or award (whether
rendered by a court, administrative agency, or by arbitrator) relating to the
Business, to which such Seller is a party or against or affecting the Business
or the Assets properties (such suits, actions,

administrative proceedings, governmental investigations, arbitrations or similar
proceedings, and judgments, orders, injunctions, decrees or awards being
hereinafter referred to as "Legal Proceedings").

I. Insurance. Schedule III(I) to this Agreement contains a complete and
accurate list and description of all insurance policies of Seller presently in
effect with respect to the Business and the Assets, copies of which shall be
delivered to Buyer upon request.

J. Patents, Trademarks and Trade Names. Schedule III(J) to this
Agreement contains a complete and accurate description of all trademarks
(including service marks), trademark registrations, and applications therefore,
trade names, copyrights and copyright registrations, and applications therefore,
patents, patent applications and patent licenses owned by Seller and used in
connection with the Business. In the operation of the Business, to the best of
Seller's knowledge, Seller is not infringing upon, or otherwise violating the
rights of any third party with respect to, any trademark, service xxxx, trade
name, copyright or patent. Seller has not received notice of any proceedings
instituted or threatened, or any claim, against Seller alleging any such
infringement or violation.

K. No Labor Activity; Employees. None of Seller's employees are
represented as of the date of this Agreement by any unit or group as his or his
representative for collective bargaining or other labor purposes and no such
representation will exist as of the Closing. Seller has not received notice of
any (i) charges of unfair labor practices or of employment discrimination
against Seller, or (ii) of any union representation questions which involve any
of Seller's employees which are pending or threatened before any governmental
agency or authority. Seller is not currently, nor during the past twenty-four
(24) months has it been, involved in any labor discussion with any unit or group
seeking to become the bargaining unit for any of its employees.

L. No Change in Conduct of Business. Since June 30, 2006, there has
been no material change in the manner in which Seller conducts the Business.

M. Customers. Seller has made available to Buyer information concerning
each and every person, company or other entity, including contact address, to
whom or which Seller has provided any Business services in the twelve (I2)
months immediately preceding the date of this Agreement and every person,
company or other entity with which Seller has an agreement to provide Business
services after the date hereof.

N. No Broker or Finder. Seller represents and warrants to Buyer that no
broker, finder or other financial consultant has acted on Seller's behalf in
connection with this Agreement or the transactions contemplated by this
Agreement.

IV. REPRESENTATIONS AND WARRANTIES OF BUYER.
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Buyer makes the following representations and warranties on and as of
the date of signing this Agreement, which shall be equally true on the Closing
Date as though made on such date, and only through such date:

A. Corporate Organization and Qualification. Buyer is a corporation
duly organized, validly existing and in good standing under the laws of the
State of California, and has the requisite power and authority to own, lease and
operate its properties and to carry on its business as now being conducted.
Buyer has the corporate power and authority to execute and deliver this
Agreement and to consummate the transactions and perform its obligations
contemplated by this Agreement.

B. Authority. The execution delivery and consummation of the
transactions contemplated by this Agreement have been duly authorized by all
necessary corporate action of Buyer. This Agreement constitutes, and all
instruments required to be executed and delivered by Buyer at the Closing will
constitute, the valid and binding obligations of Buyer, enforceable against
Buyer in accordance with their respective terms. All persons who have executed
this Agreement on behalf of Buyer have been duly authorized to do so by all
necessary corporate action of Buyer, and all persons who execute instruments
required to be executed and delivered by Buyer at the Closing shall have been
duly authorized to do so by all necessary corporate action of Buyer. Neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated by this Agreement will (i) violate any provision of
the Charter or By-Laws of Buyer, (ii) violate any contract or agreement to which
Buyer is a party or by or to which Buyer may be bound or subject or affected, or
any judgment, order, injunction, decree or award against, or binding upon, Buyer
or upon the securities, property or business of Buyer, which violation would
prevent the consummation of the transactions contemplated by this Agreement or
(iii) constitute a violation by Buyer of any law or regulation of any
jurisdiction.

C. Compliance with Laws. Buyer is required to be licensed or to obtain
regulatory approval in order to undertake the operation of the Business and/or
ownership of the Assets in the states listed in Schedule IV(C)(1) and has
obtained the required licenses and regulatory approvals as listed in Schedule
IV(C)(2).

D. Buyer Common Stock. The Buyer Common Stock consists of twenty
million (20,000,000) authorized shares, no par value, of which six million eight
hundred thirty-eight thousand one hundred sixty (6,838,I60) shares were issued
and outstanding as of September 29, 2006. Each share of the Buyer Common Stock
is validly issued and outstanding, fully paid and non-assessable and was not
issued in violation of the preemptive rights of any person or entity. All
issuances, sales, and repurchases by Buyer of shares of the Buyer Common Stock
have been effected in compliance with applicable laws, rules and regulations
including without limitation applicable federal and state securities laws. Each
of the three million (3,000,000) shares of Buyer Common Stock to be delivered as
the Purchase Price for the Assets is unregistered and has been (or will be)
issued hereunder pursuant to an exemption from such laws and regulations.

E. Financial Statements; Absence of Material Adverse Changes. Buyer has
delivered to Seller the following financial statements (collectively, the "Buyer
Financial Statements"); (a) the audited balance sheets of Buyer as of April 30,
2006, the related statements of income and retained earnings and cash flows, the
notes thereto and the report of Buyer's independent auditor with respect
thereto; and (b) the balance sheet of Buyer as of July 3I, 2006 (the "Buyer
Unaudited Interim Balance Sheet"), and the related statements of income and
retained earnings and cash flows for the six months then ended. The Buyer
Financial Statements are accurate and complete in all respects, have been
prepared in accordance with generally accepted accounting

principles applied on a consistent basis throughout the periods covered (except
that the Buyer Unaudited Interim Balance Sheet does not have notes) and present
fairly the financial position of Buyer as of the respective dates thereof and
are the results of operations and cash flows of Buyer for the periods covered
thereby. Buyer hereby certifies that there are no financial transactions, assets
or liabilities, fixed or contingent, which individually or collectively
represent a significant claim or liability against Buyer, its business
operations or its assets which are not disclosed or set forth in the Buyer
Financial Statements.

F. Legal and Administrative Proceedings. Except as set forth in
Schedule IV(F) to this Agreement, neither Buyer nor any of its business
operations or assets are subject to any of the following:

1. suits, actions, administrative proceedings, workers
compensation claims or proceedings, governmental investigations, arbitrations,
mediations or other similar proceedings relating to Buyer's business operations
or assets, to which Buyer is a party or against or affecting Buyer's business
operations or assets and of which Buyer has received notice; and

2. judgments, orders, injunctions, decrees or awards (whether
rendered by a court, administrative agency, or by arbitrator) to which such
Buyer is a party or against or affecting Buyer's business operations or assets.

V. SELLER'S COVENANTS.
-------------------
Seller agrees that:

A. Conduct of Business. Except as contemplated by this Agreement,
between the date of this Agreement and the Closing Date, Seller shall conduct
the Business in the ordinary course and shall preserve substantially intact the
Business, keep available the services of its present officers and employees and
preserve in all material respects its present Business relationships, financing
arrangements and goodwill. As the Assets are transferred to Buyer hereunder,
Seller shall facilitate the transfer of the employment of the Business employees
to Buyer's employ.

B. Outsourcing Services. To facilitate Buyer's acquisition of the
Assets and operation of the Business, Seller shall provide to Buyer the
operational and processing services as described in and in accordance with the
terms and provisions of a Services Agreement between Seller and Buyer
substantially in the form of Exhibit A hereto.

C. Leased Space. To facilitate Buyer's acquisition of the Assets and
operation of the Business, Seller shall sublease to Buyer office space at the
present principal locations of the Business in Dallas, Texas and Austin, Texas
as described in and in accordance with the terms and provisions of one or more
sublease agreements (the "Subleases") between Seller and Buyer to be executed
and delivered by Seller and Buyer as soon as practicable following the execution
and delivery hereof In addition to representations, warranties, covenants and
indemnifications typical for subleases of commercial office space, the Subleases
shall contain the general business terms set forth in Schedule V(C) hereto.

D. Insurance. Between the date hereof and the Closing, Seller shall
maintain in force full insurance for all public liabilities and claims. Seller
acknowledges and agrees that Buyer will not provide insurance for or indemnify
or defend Seller or any of Seller's officers, directors, agents or employees
from any claims or damages for acts or omissions arising prior to the date of
Closing.

E. Litigation. Between the date hereof and the Closing Date, Seller
shall notify Buyer in writing of any and all Legal Proceedings pending, filed,
asserted or threatened by or against Seller and related to the Business or the
Assets which are not described in Schedule III(H) hereto, immediately upon
receiving notice of such matters.

F. Notice of Change. Between the date of this Agreement and the Closing
Date, Seller shall notify Buyer in writing immediately of the occurrence or
existence of any fact, event or circumstance which renders untrue, inaccurate,
incomplete or misleading in any respect any warranty or representation or other
disclosure previously made by Seller to Buyer or which will constitute or cause
a failure to satisfy any condition of Buyer's obligations to consummate the
transactions contemplated hereby (including without limitation any material
damage to any Assets which are tangible).

G. Access for Buyer. Between the date hereof and the Closing Date, in
order to permit Buyer to audit and evaluate the books and records of the
Business, Seller shall give Buyer's representatives full access, upon reasonable
notice and during normal business hours, to all the assets, properties, books,
records, agreements and commitments of Seller pertaining to the Business,
furnish Buyer's representatives during such period with all such information
concerning the affairs of the Business as Buyer may reasonably request and cause
Seller's employees and outside experts and advisors to render to the
representatives of Buyer, such cooperation and assistance in connection with
their investigations of the assets, properties, books, records, agreements and
commitments and other information concerning the affairs of the Business as
Buyer may reasonably request, including, without limitation, information
required to be delivered in connection with any audit of the Business conducted
in accordance with Section VI(F)(3) hereof.

VI. BUYER'S COVENANTS.

Buyer agrees that:

A. Regulatory Licenses and Approvals. Promptly after its execution and
delivery of this Agreement, Buyer shall take all steps necessary and appropriate
to obtain all of the licenses and regulatory approvals set forth in Schedule
IV(C)(1), all of which licenses and regulatory approvals shall be obtained by
Buyer no later than March I5, 2007. Buyer acknowledges and agrees that Seller
may not transfer, and Buyer may not acquire, ownership of certain of the Assets
unless Buyer has obtained legally required licenses and regulatory approvals.
Buyer shall provided to Seller a written monthly report, on the first business
day of each month, which report shall describe the licenses and regulatory
approvals obtained during the calendar month preceding the date of the report.

B. Confidentiality. Buyer shall, and shall cause Buyer's officers,
employees, representatives, consultants and advisors through the Closing, to
hold in confidence all confidential information in the possession of Buyer
concerning Seller and the Business of Seller. Buyer will not release or disclose
any such information to any person other than Seller and authorized
representatives. If the transactions contemplated by this Agreement shall not be
consummated, all such confidential information shall immediately thereafter be
returned to Seller. Notwithstanding the foregoing, the confidentiality
obligations of this Section VI(A) shall not apply to information:

1. which Buyer is compelled to disclose by judicial or
administrative process, or, in the opinion of counsel, by other mandatory
requirements of law;

2. which can be shown to have been generally available to the
public other than as a result of a breach of this Section VI(B); or

3. which can be shown to have been provided to Buyer by a
third party who obtained such information other than as a result of a breach of
this Section VI(B).

C. Notice of Change. Between the date of this Agreement and the Closing
Date, Buyer shall notify Seller in writing immediately of the occurrence or
existence of any fact, event or circumstance which renders untrue, inaccurate,
incomplete or misleading in any respect any warranty or representation or other
disclosure previously made by Buyer to Seller or which will constitute or cause
a failure to satisfy any condition of Seller's obligations to consummate the
transactions contemplated hereby.

D. Restrictions on Buyer Common Stock. All of the shares of Buyer
Common Stock to be issued as the Purchase Price hereunder shall be unregistered
and subject to restrictions on sale by Seller under Securities and Exchange
Commission ("SEC") Rule 144, for a period of up to two (2) years after the date
hereof. Notwithstanding the foregoing and provided that Seller bears all
applicable legal fees and expenses and filing costs, Buyer agrees that at any
time after the date hereof Seller may require Buyer to file with the SEC an S-3
similar registration statement with respect to the shares of Buyer Common Stock
comprising the Purchase Price. In addition, from and after the date hereof, with
respect to the shares of Buyer Common Stock comprising the Purchase Price, Buyer
hereby grants and Seller shall have incidental ("piggy-back") registration
rights in connection with any future registration and/or other public offering
of Buyer Common Stock under applicable federal or state securities laws.

E. Employee Benefits. With respect to each current employee of Seller
who is retained by Buyer in connection with Buyer's acquisition of the Business
(each a "Business Employee"), Buyer shall provide to each such Business Employee
insurance, retirement and other employment benefits comparable to the employment
benefits Seller provides to such Business Employees on the date hereof. With
respect to any Business Employee who is hired by Buyer and whose employment
subsequently is terminated by Buyer, regardless of the reason for termination,
Buyer shall be fully responsible for any financial, legal and other benefits to
which each such terminated Business Employee may be entitled as a result of such
termination, including, but not limited to, COBRA and unemployment insurance.

F. AMEX and SEC Filings; Related Financial Audit.
----------------------------------------------
1. Promptly following the signing of this Agreement, Buyer
shall file with the AMEX a listing application (the "Listing Application") with
respect to the issuance of the shares of Buyer Common Stock described in Section
II(A)(I) hereof. Buyer shall take all commercially reasonable actions to ensure
that the Listing Application complies in all respects with applicable AMEX
requirements and shall respond promptly to any request or requirement of the
AMEX in connection with the Listing Application.

2. Buyer shall take all commercially reasonable actions to
file with the SEC, as soon as practicable following the signing of this
Agreement, a proxy on Schedule 14A or an information statement on Schedule I4C
(or other equivalent form or filing) and obtain shareholder approval (as
required by rules and regulations of the AMEX) with respect to the issuance of
the shares of Buyer Common Stock described in Section II(A)(2) hereof.

3. In connection with the filing that Buyer shall make under
Section VI(F)(2), the rules and regulations of the SEC may require Buyer to
submit audited financials of the Business for one or more quarterly or annual
fiscal periods. Buyer may retain the public accounting firm of its choice to
perform the audit, which audit shall be limited to the fiscal periods
specifically required by the applicable SEC rules and regulations. Buyer shall
be responsible for and shall bear all fees, costs and expenses associated with
any audit to be performed under this Section VI(F)(3). Buyer shall and shall
cause its representatives to take steps to minimize the disruption to Seller's
operations during the course of any audit under this Section VI(F)(3).
Consistent with its obligations under Section V(G).Seller shall cooperate with
any audit conducted in accordance with this Section VI(F)(3).

VII. CLOSING; CLOSING DATE.
A. Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place promptly upon the satisfaction of all
conditions to each party's obligations under this agreement, but in any event no
later than March 31, 2007, at 2:00 p.m. at the offices of Hermes Xxxxxxx Xxxxx,
XXX, Xxxxxx, Xxxxx (the date and time of the Closing being referred to in this
Agreement as the "Closing Date"). Notwithstanding the foregoing, some of the
Assets may be sold by Seller and purchased by Buyer prior to the Closing Date at
times and locations mutually agreeable to the parties, with each such sale being
referred to herein as a "Partial Closing".

B. Further Assurances. From the effective date hereof and after the
Closing, each party hereto shall use its best efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary or
desirable under applicable laws to cause the transactions contemplated by this
Agreement and the other ancillary agreements to be consummated, and, without
limiting the generality of the foregoing, to obtain all consents and
authorizations of government agencies and third parties and to make all filings
with and give all notices to government agencies and third parties that may be
necessary or reasonably required to effect the transactions contemplated by this
Agreement and the other ancillary agreements. The parties agree to execute and
deliver such other documents, certificates, agreements and other writings and to
take such other actions as may be necessary or desirable in order to consummate
or

implement expeditiously the transactions contemplated by this Agreement and the
other ancillary agreements and to vest in Buyer good and marketable title to the
Assets and to vest in Seller the Purchase Price. The parties shall cooperate
with each other (a) in determining whether any action by or in respect of, or
filing with, any governmental entity or self regulatory organization is
required, or any actions, consents, approvals or waivers are required to be
obtained from parties to any material contracts, in connection with the
consummation of the transactions contemplated by this Agreement and the
ancillary agreements and (b) in taking such actions or making any such filings,
furnishing information required in connection therewith and seeking timely to
obtain any such actions, consents, approvals or waivers.

VIII. DELIVERIES BY SELLER.
---------------------

A. Concurrent with Seller's execution and delivery of this Agreement,
Seller shall execute and deliver or cause to be delivered to Buyer:

1. The Schedules containing the information required to be
provided by Seller hereunder;

2. Two (2) original, signed copies of the Services Agreement;

3. Two (2) original, signed copies of a certificate of the
secretary of the Seller certifying as to resolutions adopted by the Board of
Directors of Seller approving the sale of substantially all of the assets of the
Business to Buyer; and

4. A Certificate of Good Standing or Certificate of Existence
from the OCC certifying the existence of Seller as of a recent date prior to the
Closing.

In the event that Buyer shall acquire any portion of the Assets or shall assume
any of the Assumed Liabilities and/or Assumed Contracts and Leases concurrent
with the execution of this Agreement, subject to the terms and conditions of
this Agreement, Seller also shall execute and deliver or cause to be delivered
to Buyer the following documents:

5. Two (2) original Bills of Sale in the form of Exhibit D
hereto, endorsements, assignments and any other documents or instruments as may
be necessary or appropriate (in the reasonable judgment of Buyer or its counsel)
to assign, convey, transfer, and deliver to Buyer good and valid title, free of
any encumbrances, to that portion the Assets being transferred to Buyer
concurrent with the execution of hereof;

6. All other instruments of conveyance as shall be necessary,
in the reasonable opinion of Buyer and its counsel, to transfer to Buyer that
portion of the Assets being transferred to Buyer concurrent with the execution
of hereof, duly executed and acknowledged by Seller and, if necessary, in
recordable form;

7. Business records and customer lists, commitments and rights
pertaining to the Assets being transferred to Buyer concurrent with the
execution hereof;

8. Assignments of any licenses and assumption agreements for
any Assumed Contracts and Leases being assumed by Buyer concurrent with the
execution hereof, such

assignments and assumption agreements to be in such form as may be reasonably
necessary in discretion of Buyer and Seller to ensure that Buyer shall have the
full benefit of such rights and full liability for such obligations following
the assignment and assumption thereof; 9. All of the documents evidencing any
Assumed Liabilities to be assumed by Buyer concurrent with the execution hereof;
and 10. Such other documents or deliveries as Buyer may reasonably request of
Seller.

B. Subject to the terms and conditions of this Agreement, at each
Partial Closing with respect to the portion of the Assets to be transferred to
Buyer at such Partial Closing, Seller shall execute and deliver or cause to be
delivered to Buyer:

1. The documents set forth in Section VIII(A)(5) - (I0), as
appropriate;

2. Written updates to the Schedules as of the date of the
Partial Closing; and

3. A certificate (a "Seller Closing Certificate") setting
forth the representations and warranties of Seller that (A) each of the
representations and warranties made by Seller in this Agreement was accurate in
all respects as of the date of this Agreement, (B) except as expressly set forth
in the Seller Closing Certificate, each of the representation and warranties
made by Seller in this Agreement is accurate in all respects as of the date of
the Partial Closing as if made on such date, (C) each of the covenants and
obligations of Seller is required to have complied with or performed pursuant to
this Agreement at or prior to the Partial Closing has been duly complied with
and performed in all respects, (D) expect as expressly set forth in the Seller
Closing Certificate, each of the conditions set forth in Section X has been
satisfied in all respects.

C. Subject to the terms and conditions of this Agreement, at the
Closing, Seller shall execute and deliver or cause to be delivered to Buyer:

1. Two (2) original Non-competition Agreements with Buyer in
the form of Exhibit E hereto;

2. The documents set forth in Section VIII(A)(5) - (I0), as
appropriate;

3. Written updates to the Schedules as of the Closing Date;

4. A Seller Closing Certificate containing the information
required by Section VIII(B)(3) with reference to the Closing Date; and

5. All other agreements and documents required by this
Agreement not previously delivered by Seller to Buyer.

[THIS SPACE INTENTIONALLY LEFT BLANK.]

IX. DELIVERIES BY BUYER.
--------------------

A. Concurrent with Buyer's execution and delivery of this Agreement,
Buyer shall execute and deliver or cause to be delivered to Seller:

1. A Certificate of Good Standing or Certificate of Existence
from the California Secretary of State certifying the existence and good
standing of Seller as of a recent date prior to the Closing;

2. Two (2) original, signed copies of a unanimous written
consent or certified copies of resolutions of the Board of Directors of Buyer
approving the purchase of the Business and the Assets from Seller;

3. The Schedules containing the information required to be
provided by Buyer hereunder; and

4. Two (2) original, signed copies of the Services Agreement.

In the event that Buyer shall acquire any portion of the Assets or shall assume
any of the Assumed Liabilities and/or Assumed Contracts and Leases concurrent
with the execution of this Agreement, subject to the terms and conditions of
this Agreement, Buyer also shall execute and deliver or cause to be delivered to
Seller the following documents:

5. Assumption agreements for any licenses, any Assumed
Contracts and Leases and any Assumed Liabilities being assumed by Buyer
concurrent with the execution hereof, such assumption agreements to be in such
form as may be reasonably necessary in discretion of Seller to ensure that Buyer
shall have the full benefit of such rights and full liability for such
obligations following Buyer's assumption thereof; and

6. Such other documents or deliveries as Seller may reasonably
request of Buyer.

B. Subject to the terms and conditions of this Agreement, at each
Partial Closing with respect to the portion of the Assets to be transferred to
Buyer at such Partial Closing, Buyer shall execute and deliver or cause to be
delivered to Seller:

1. The documents set forth in Section IX(A)(5) - (6), as
appropriate;

2. Written updates to the Schedules as of the date of the
Partial Closing; and

3. A certificate (the "Buyer Closing Certificate") setting
forth the representations and warranties of Buyer that (A) each of the
representations and warranties made by Buyer in this Agreement was accurate in
all respects as of the date of this Agreement, (B) except as expressly set forth
in the Buyer Closing Certificate, each of the representation and warranties made
by Buyer in this Agreement is accurate in all respects as of the date of the
Partial Closing Date as if made on such date, (C) each of the covenants and
obligations of Buyer is required to have complied with or performed pursuant to
this Agreement at or prior to the Partial Closing has been duly complied with
and performed in all respects, (D) expect as expressly set

forth in the Buyer Closing Certificate, each of the conditions set forth in
Section XI has been satisfied in all respects.

C. At the Closing, Buyer shall execute and deliver or cause to be
delivered to Seller:

1. Two (2) original, signed copies of the Non-Competition
Agreement;

2. The documents set forth in Section IX(A)(5) - (6), as
appropriate;

3. Written updates to the Schedules as of the Closing Date;

4. A Buyer Closing Certificate containing the information
required by Section IX(B)(3) with reference to the Closing Date; and

5. All other agreements and documents required by this
Agreement not previously delivered by Buyer to Seller.

X. CONDITIONS TO OBLIGATIONS OF BUYER.
-----------------------------------

The obligation of Buyer to consummate the transactions contemplated by
this Agreement are subject to the fulfillment on or prior to the Closing Date of
the following conditions:

A. Authorization. Seller shall have the corporate power and authority
to consummate the transactions and perform its obligations contemplated by this
Agreement.

B. Notices; Consents. All requisite notice to and consents, permits,
licenses and authorizations of third parties, including but not limited to
governmental or other regulatory agencies, required in the reasonable discretion
of Buyer's counsel to be given or received, as the case may be, by or on the
part of Seller or Buyer for the consummation of the transactions contemplated by
this Agreement shall have been given or obtained.

C. Representations and Warranties True. The representations and
warranties of Seller contained in this Agreement or in the Schedules hereto
shall be true in all material respects on and as of the Closing Date with the
same effect as though made on and as of the Closing Date, except to the extent
expressly waived by Buyer in writing or as effected by transactions contemplated
by this Agreement.

D. Compliance with Covenants. Seller shall have performed and complied
with all covenants, agreements and conditions required by this Agreement to be
performed or complied with by Seller prior to or at the Closing.

E. Litigation. No action or proceeding shall be pending or threatened
before any court or governmental body to restrain or prohibit (or which would
have the effect of restraining or prohibiting), or to obtain damages in respect
of, this Agreement or the consummation of the transactions contemplated by this
Agreement.

F. Delivery of Documents and Agreements. Seller shall have executed and
delivered or caused to be delivered to Buyer all of the documents and agreements
set forth in Section VIII(C).

G. Documents. All documents and proceedings of Seller in connection
with the transactions contemplated by this Agreement shall be as to form and
substance reasonably satisfactory to Buyer and its counsel.

XI. CONDITIONS TO OBLIGATIONS OF SELLER.
------------------------------------

The obligations of Seller to consummate the transactions contemplated
by this Agreement are subject to the fulfillment on or prior to the Closing Date
of the following conditions:

A. Authority. Buyer shall have the corporate power and authority to
consummate the transactions and perform its obligations contemplated by this
Agreement.

B. Notices; Consents. All requisite notice to and consents, permits,
licenses and authorizations of third parties, including but not limited to
governmental or other regulatory agencies, required in the reasonable discretion
of Seller's counsel to be given or received, as the case may be, by or on the
part of Seller or Buyer for the consummation of the transactions contemplated by
this Agreement shall have been given or obtained.

C. Representations and Warranties True. The representations and
warranties of Buyer contained in this Agreement or in the Schedules hereto shall
be true in all material respects on and as of the Closing Date with the same
effect as though made on and as of the Closing Date, except to the extent
expressly waived by Seller in writing or as effected by transactions
contemplated by this Agreement.

D. Compliance with Covenants. Buyer shall have performed and complied
with all covenants, agreements and conditions required by this Agreement to be
performed or complied with by Buyer prior to or at the Closing.

F. Exemption from Registration. Buyer shall have provided to Seller
evidence satisfactory to Seller and its counsel that each of the three million
(3,000,000) shares of Buyer Common Stock to be delivered hereunder as the
Purchase Price for the Assets is unregistered and has been (or will be) issued
hereunder pursuant to exemption(s) from applicable federal and state securities
laws and regulations.

G. Delivery of Documents and Agreements. Buyer shall have executed and
delivered or caused to be delivered to Seller all of the documents and
agreements set forth in Section IX(C).

H. Documents. All documents and proceedings of Buyer in connection with
the transactions contemplated by this Agreement shall be as to form and
substance reasonably satisfactory to Seller and its counsel.

XII. TERMINATION.
------------

A. In the event that Buyer does not satisfy its obligations under
Section VI(A) hereof on or before March 31, 2007, then Seller may terminate this
Agreement by providing to Buyer written notice of such termination, with such
termination to be effective as of the date of the notice (the "Termination
Date"). Notwithstanding the foregoing, during the period from March I5, 2007 to
March 28, 2007, Buyer may deliver to Seller a written request that Seller extend
the term of this Agreement and, if Seller determines, in its reasonable
discretion, that Buyer is acting in good faith and is taking all commercially
reasonable steps to obtain the licenses and regulatory approval described in
Section VI(A) and Schedule IV(C)(I) hereof, Seller shall not unreasonably
withhold its agreement to extend the term hereof.

B. The following shall apply if this Agreement is terminated in
accordance with this Section XII:

1. Buyer shall be entitled to retain any portion of the Assets
purchased from Seller on or prior to the Termination Date;

2. Buyer shall remain obligated under all Assumed Liabilities
and Assumed Contracts and Leases which Buyer assumed on or prior to the
Termination Date;

3. Seller shall be entitled to retain any portion of the
Assets not purchased by Buyer on or prior to the Termination Date;

4. All agreements executed in connection herewith, including
but not limited to the Sublease Agreement, the Services Agreement and the
Non-Competition Agreement, shall remain in effect following the Termination Date
in accordance with their respective terms; and

5. Except as set forth in Section II, which shall remain in
effect following any termination hereof, Buyer shall not be entitled to the
refund of any portion of the Purchase Price.

XIII. GENERAL AND MISCELLANEOUS.
--------------------------

A. Broker or Finder. Buyer has retained Pegasus Funds to represent
Buyer in connection with this Agreement and the transactions contemplated by
this Agreement and has agreed to pay Pegasus Funds a finder's fee consistent
with its agreement to compensate Pegasus Funds for acting as a finder. Buyer and
Seller each agree to indemnify and hold the other harmless from any claim or
demand for commission or other compensation by any broker, finder, financial
consultant or similar agent claiming to have been employed by or on behalf of
such party in connection with this Agreement and to bear the cost of legal
expenses incurred in defending against any such claim.

B. Entire Agreement. This Agreement contains, and is intended as, a
complete statement of all of the terms and the arrangements between the parties
with respect to the matters

provided for and supersedes any previous agreements and understandings between
the parties with respect to those matters. This Agreement may not be amended,
terminated or otherwise modified except by a writing executed and delivered by
both Buyer and Seller.

C. Headings. The headings in this Agreement are solely for reference
and shall not in any way affect the interpretation of this Agreement. All
references to Sections, Schedules and Exhibits are to Sections, Schedules and
Exhibits in or to this Agreement, unless otherwise indicated.

D. Binding Affect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns. No assignment of this Agreement or of any rights or
obligations hereunder may be made by either party (by operation of law or
otherwise) without the prior written consent of the other, and any attempted
assignment without the required consent shall be void and of no force or effect.

E. Notices. All notices and other communications under this Agreement
shall be in writing and shall be deemed given when (a) delivered by hand, (b)
transmitted by prepaid cable, telex or telecopier (provided that a copy is sent
at about the same time by registered or certified mail, return receipt
requested), or (c) received by the addressee, if sent by Express Mail, Federal
Express, or other express delivery service to the addressee at the following
addresses, telex numbers or telecopier numbers (or to such other address, telex
number or telecopier number as a party may specify by notice given to the other
party pursuant to this provision):

If to Seller to: Texas Capital Bank, N.A.
0000 XxXxxxxx Xxx., Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx, Executive Vice President
Facsimile: (000) 000-0000,

with a copy to: Xxxxxxx X. Xxxxx, Esq.
Xxxxxxxxx & Xxxxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000.

If to Buyer to: Transnational Financial Network, Inc.
00X Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx, CEO
Facsimile: (000) 000-0000,

with a copy to: Xxxx Xxxxx Xxxxxxxxx, Esq.
Hermes Xxxxxxx Xxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000.

F. Survival of Representations and Warranties. The representations and
warranties of Seller and Buyer contained in this Agreement shall not survive the
Closing or the earlier termination of this Agreement.

G. Severability. If any one or more of the provisions of this Agreement
shall be found by a court of competent jurisdiction to be unreasonably
restrictive, under the circumstances, then such provision or provisions shall be
modified by such court so as to apply the same to the maximum extent allowed by
law and any such modification shall not affect the validity of any other
provision contained in this Agreement.

H. Agreement to Take Necessary and Desirable Actions. Seller and Buyer
each agrees to execute and deliver such other documents, certificates and
agreements and to take such other actions as may be reasonably necessary or
reasonably appropriate to consummate the transactions contemplated hereby.

I. Publicity. Between the date of this Agreement and the Closing Date
neither Buyer nor Seller shall publicly disclose any aspects of this Agreement
without the prior consent of the other. In the event any public disclosure is
required by law, Buyer and Seller will consult prior to the making thereof and
use their best efforts to agree upon a mutually satisfactory text.

J. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

K. Consent to Jurisdiction. The parties hereto are experienced
commercial enterprises acting with and upon the advice of legal counsel. The
parties recognize that, as the resident state of Buyer and Seller are the State
of California and the State of Texas, respectively, each has a substantial
interest and connection to this transaction. Buyer and Seller hereby agree for
themselves and for their successors and assigns that in the event of any
litigation hereunder, the exclusive venue and place of jurisdiction for such
litigation shall be in the state courts or federal district courts situated in
Dallas County, Texas, and each party hereto specifically consents and submits to
the personal jurisdiction of such courts.

L. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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

TEXAS CAPITAL BANK, N.A. TRANSNATIONAL FINANCIAL NETWORK, INC.

By:/s/ Xxxxx X. Xxxxxx By:/s/ Xxxxxx Xxxxxxx
---------------------- ----------------------
Xxxxx X. Xxxxxx, Xxxxxx Xxxxxxx, Chief Executive Officer
Senior Vice President

LIST OF SCHEDULES AND EXHIBITS

Schedules
---------
I(A)(1) Assets
I(A)(2) Excluded Assets
I(A)(3) Legally Restricted Assets
I(A)(4) Net Branches
I(B)(1) Assumed Liabilities
I(B)(2) Assumed Contracts and Leases

II(A)(1)(b) Employee Shares
III(C)(1) Liens, Security Interests and Encumbrances
III(C)(2) Leased Vehicles, Equipment and Other Property
III(E) States of Operation
III(F) Contracts
III(H) Legal Proceedings (Seller)
III(I) Insurance Policies
III(J) Patents, Trademarks and Trade Names
IV(C)(1) States Requiring Licenses or Regulatory Approvals
IV(C)(2) Licenses and Regulatory Approvals Obtained by Buyer
IV(F) Legal Proceedings (Buyer)
V(C) General Business Terms of Subleases

Exhibits
--------
A Form of Services Agreement
B Form of Escrow Agreement
C Form of Stock Put and Call Agreement
D Form of Xxxx of Sale
E Form of Non-Competition Agreement
F Form of Note

EXHIBIT A
Form of Services Agreement

THIS SERVICES AGREEMENT (this "Agreement") is entered into as of
September 30, 2006, by and between TEXAS CAPITAL BANK, N.A., a national banking
association ("Seller"), and TRANSNATIONAL FINANCIAL NETWORK, INC., a California
corporation ("Buyer").

WITNESSETH:

WHEREAS, Seller and Buyer are parties to an Asset Purchase and
Sale Agreement dated as of September 30, 2006 (the "Purchase
Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings assigned to them by the Purchase Agreement.

WHEREAS, pursuant to the terms of the Purchase Agreement,
Buyer is purchasing from Seller substantially all of the assets (the
"Assets") of Seller's residential mortgage lending division (the
"Business").

WHEREAS, some of the Assets of the Business that Buyer is
purchasing are Legally Restricted Assets, and ownership of the Legally
Restricted Assets shall be transferred from Seller to Buyer upon
Buyer's satisfaction of the legal restrictions applicable thereto.

WHEREAS, Seller and Buyer agree that while Seller holds the
Assets pending the transfer of ownership, Buyer shall have the benefit
of the revenues generated by the Assets and shall be responsible for
the corresponding expenses incurred directly and indirectly in
connection with the origination and operation of the loans comprising
the Assets and the associate operation of the Business.

WHEREAS, Buyer requires Seller's assistance with respect to
operating and administering the Business pending the transfer of the
Legally Restricted Assets and employees of the Business to Buyer, and
Buyer hereby requests that Seller provide to Buyer the services
described herein.

WHEREAS, Seller agrees to provide to Buyer the services
described herein under the terms and conditions set forth in this
Agreement.

1. REVENUES OF THE BUSINESS.
-------------------------

During the term of this Agreement and pending the transfer of the
Legally Restricted Assets and the employees of the Business to Buyer, Buyer
shall be entitled to receive interest income, fee income and gains on the sale
of loans comprising the Legally Restricted Assets (the "Income"). The Income
generated from the Legally Restricted Assets shall be subject to offset

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and reduction by the costs and expenses incurred by Seller in connection with
the services provided by Seller hereunder, as further described in Section II
hereof.

II. SERVICES; FEES FOR SERVICES; NO WARRANTY.
-----------------------------------------

A. Services Provided by Seller to Buyer. Subject to the terms and upon
the conditions specified in this Agreement, during the Term (hereafter defined)
of this Agreement, Seller will provide to Buyer the services described in this
Section II as follows (which services may be referred to herein, collectively,
as the "Services"):

1. Information Technology and Software Support Services.
Seller shall provide to Buyer the following information technology and software
support services (collectively, the "IT Services"):

(a) maintenance of accounting and loan processing
software and systems on computer servers owned by Seller;

(b) provision of electronic mail service and Internet
access via Seller's computer servers to Buyer's employees working with Seller at
Seller's location (or at the premises Buyer is subleasing from Seller under the
Subleases, as applicable);

(d) continuing provision of such other IT Services as
Seller provides on the date hereof with respect to the Business.

2. Administrative and Employee Services. Seller shall provide
to Buyer the following administrative and employee services (collectively, the
"Administrative Services"), which Administrative Services may be provided
directly by employees of Seller and also by third-party service providers, if
any, used by Seller in its operation of the Business prior to the date hereof:

(a) Services related to the origination, servicing
and sale of residential mortgage loans, including legally restricted and
unrestricted loans (collectively, the "Loans") consistent with Seller's
established policies and procedures for originating and servicing Loans,
including, without limitation:

(i) receive and process Loan applications
submitted by customers ("Loan Customers");

(ii) perform Loan applicant credit reviews;

(iii) review and analyze value of and title to
Loan collateral;

(iv) acquire title insurance as applicable;

(v) prepare Loan documents;

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(vi) store electronic copies and paper originals
of Loan documents and files related to each Loan application, and provide access
to such documents to Buyer during Seller's normal business hours;

(vii) process payments of principal and interest
received from Loan Customers;

(viii) maintain a customer service telephone line
and answer and respond to inquiries received from Loan Customers;

(ix) assemble portfolios of Loans for review by
and sale to third-party investors and consummate the sale of the same;

(x) provide accounting, back-office and related
services regarding the origination, servicing and sale of the Loans; and

(xi) perform all other tasks and services
associated with and incidental to the origination, servicing and sale of the
Loans.

(b) Seller shall provide Buyer access to and use of
Seller's employees to perform the Administrative Services; provided, however,
that Seller at all times shall retain the sole and absolute power and authority
to direct the activities of Seller's employees, to determine the specific tasks
to be performed by each of Seller's employees and to hire and fire such
employees. Seller and Buyer acknowledge and agree that, notwithstanding any
future employment by Buyer, (i) Seller's employees shall continue to owe a duty
of loyalty to Seller so long as they remain employed by Seller, and (ii) Buyer
shall not interfere directly or indirectly with the employment relationship
between Seller and its employees, provided that Buyer's actions with respect to
facilitating the transfer of the employees' employment from Seller to Buyer
pursuant to the Agreement shall not be deemed to be interference with the
employment relationship. With respect to each of Seller's employees who perform
the Administrative Services hereunder, Seller shall remain solely responsible
for the payment of salary and the provision of employment benefits and human
resource services for each such employee so long as any such employee remains
employed by Seller.

(c) Seller shall be responsible for ensuring that the
Loans initiated and serviced during the Term and the Administrative Services
provided by Seller in connection with therewith comply in all material respects
with federal and state laws and regulations applicable thereto.

B. Fees for Services. In consideration of the Services that Seller
shall provide to Buyer hereunder, Buyer shall pay to Seller the fees set forth
in this Section I(B):

1. Fees for Information Technology and Software Support
Services. Buyer shall pay to Seller fees for the IT Services that Seller
provides to Buyer hereunder (the "IT Services Fees") in an amount equal to (a)
$7,000 per month for the months of October through December 2006, and (b)
$30,000 per month thereafter, due and payable as described in Section II(B)(3).

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2. Fees for Employee and Administrative Services and Related
Expenses. Buyer shall pay to Seller fees for the Administrative Services that
Seller provides to Buyer hereunder and shall reimburse Seller for all expenses
directly and indirectly related to the provision of such Administrative Services
(collectively, the "Administrative Services Fees") in an amount equal to the
actual costs incurred by Seller during each month (or portion thereof) directly
and indirectly related to its provision of the Administrative Services to Buyer
hereunder, which Administrative Services Fees shall be due and payable as
described in Section II(B)(3) and may include, without limitation, the
following:

(a) salary and benefits costs and expenses, including
over-time costs if applicable, for those employees of Seller who perform the
Administrative Services for and on behalf of Seller;

(b) fees payable to third-party service providers and
other actual expenses related to each Loan, to the extent that such fees and
expenses (or part thereof) are not otherwise chargeable by Seller to one or more
Loan Customers;

(d) interest expense associated with holding legally
restricted loans for and on behalf of Buyer, which interest expense shall accrue
at the same rate of interest applicable to unrestricted loans warehoused by
Buyer for Seller under the warehousing agreement between Buyer and Seller; and

(e) all other costs and expenses incurred by Seller
in connection with its provision of the Administrative Services.

3. Settlement of Payment Obligations.

(a) On or before the fifth business day of each month
during the Term hereof and including the month following the termination hereof,
beginning on November 7, 2006, Seller shall deliver to Buyer an invoice (each a
"Fee Invoice") listing the IT Services Fees and itemizing the Administrative
Services Fees due and payable by Buyer to Seller with respect to Seller's
provision of IT Services and Administrative Services for Buyer during the
immediately preceding month, or portion thereof. Each Fee Invoice also shall
detail the Income earned by Buyer during the same period with respect to the
Legally Restricted Assets operated by Seller for and on behalf of Buyer.

(b) If the amount of the IT Services Fees,
Administrative Services Fees in a Fee Invoice exceeds the amount of the Income
earned by Buyer during the same period, then Buyer shall remit the difference to
Seller, in immediately available funds, on or before the 15th day of each month
for which Buyer receives a Fee Invoice from Seller. If the amount of the Income
exceeds the amount of the IT Services Fees and Administrative Services Fees set
forth in the Fee Invoice, then Buyer shall remit the difference to Seller, in
immediately available funds, on or before the 15th day of the applicable month.
Any delay by Seller in the delivery of any Fee Invoice shall not release Buyer
from its obligation to pay the fees set forth therein, though in the

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event of a late delivery of a Fee Invoice the due date for payment shall be
extended by the same number of days by which delivery of the Fee Invoice was
late.

C. NO WARRANTY FOR SERVICES. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
FOR HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
TO BUYER OR TO ANY OTHER PERSON OR ENTITY REGARDING THE MERCHANTABILITY,
SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR OTHERWISE OF ANY OF THE
IT SERVICES, EQUIPMENT OR MATERIALS, OR ANY OF THEM, AS MAY BE PROVIDED BY
SELLER TO BUYER HEREUNDER.

III. TERM AND TERMINATION.
---------------------

A. Term. The term of this Agreement (the "Term") shall commence on the
date hereof and, unless earlier terminated by the terms hereof, shall expire on
the earlier of (I) the Closing Date and (2) the Termination Date (each as
determined in accordance with the Purchase Agreement). In the event that the
Purchase Agreement terminates in accordance with Section XII of the Purchase
Agreement, then this Agreement automatically shall terminate.

B. Termination.

1. The parties hereto may terminate this Agreement by a
writing executed and delivered by both parties, which termination shall be
effective as specified in such writing.

2. Subject to Title 11 of the United States Code, if either
party becomes or is declared insolvent or bankrupt, is the subject of any
proceedings relating to its liquidation, insolvency or for the appointment of a
receiver or similar officer for it, makes an assignment for the benefit of all
or substantially all of its creditors or enters into an agreement for the
composition, extension or readjustment of all or substantially all of its
obligations, then the other party may, by giving written notice thereof to such
party, terminate this Agreement as of a date specified in such notice of
termination.

3. Each party hereto shall have the right to terminate this
Agreement upon the occurrence of either of the following events of default and
if any such default continues for a period of (i) thirty (30) days after the
defaulting party receives written notice from the other party specifying the
default in the case of a non-payment default, or (ii) ten (10) days after Buyer
receives written notice from Seller specifying Buyer's default in its payment
obligations hereunder:

(a) the non-terminating party fails to observe or
perform that party's obligations to the other party hereunder or to comply with
any provision of this Agreement, so long as such party's failure or
nonperformance is not due to the actions of the terminating party; and

(b) a party hereto defaults under any other agreement
executed between the parties hereto and such default continues beyond any
applicable notice and cure period provided for such default under such other
agreement.

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C. Effect of Termination. Concurrent with the expiration or termination
of this Agreement, for any reason, Seller's obligation to perform the Services
for Buyer shall cease. Notwithstanding the termination or expiration hereof,
Buyer shall remain liable to pay all fees owed to Seller for Services rendered
through and as of the date on which this Agreement terminates or expires. All
agreements executed in connection with this Agreement and the Purchase
Agreement, including but not limited to the Sublease Agreements and the
Non-Competition Agreement, shall remain in effect following the termination or
expiration of this Agreement in accordance with their respective terms. The
expiration or termination of this Agreement will not release either party from
any liabilities or obligations set forth herein which (I) the parties have
expressly agreed will survive any such expiration or termination, or (2) remain
to be performed or by their nature would be intended to be applicable following
any such expiration or termination.

IV. REPRESENTATIONS AND WARRANTIES.
-------------------------------

A. Seller Representations and Warranties. Seller makes the following
representations and warranties on and as of the date of signing this Agreement:

1. Organization and Qualification. Seller is a national
banking association organized, validly existing and in good standing under the
laws of the United States of America and the regulations of the Office of the
Comptroller of the Currency, is qualified and in good standing in each state
where the nature of its business requires it to be so qualified, and has the
requisite power and authority to own, lease and operate its properties and to
carry on the Business as now being conducted. Seller has the power and authority
to execute and deliver this Agreement and to perform its obligations hereunder.

2. Authority. The execution and delivery of this Agreement by
Seller and Seller's performance of its obligations hereunder have been duly
authorized by all necessary corporate action of Seller. This Agreement
constitutes the valid and binding obligation of Seller enforceable against
Seller in accordance with its terms. The person who has executed this Agreement
for and on behalf of Seller has been duly authorized to do so by all necessary
corporate action of Seller. Neither the execution and delivery of this Agreement
nor Seller's performance of its obligations under this Agreement will (i)
violate any provision of Seller's organizational documents, (ii) violate any
contract or agreement to which Seller is a party or by or to which Seller may be
bound or subject or affected, or any judgment, order, injunction, decree or
award against, or binding upon, Seller or upon the securities, property or
business of Seller, which violation would prevent Seller's performance of its
obligations under this Agreement or (iii) to Seller's knowledge, constitute a
violation by Seller of any law or regulation of any jurisdiction.

B. Buyer Representations and Warranties. Buyer makes the following
representations and warranties on and as of the date of signing this Agreement:

1. Corporate Organization and Qualification. Buyer is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California, and has the requisite power and authority to own,
lease and operate its properties and to carry on its

A-6

business as now being conducted. Buyer has the corporate power and authority to
execute and deliver this Agreement and to perform its obligations hereunder.

2. Authority. The execution and delivery of this Agreement by
Buyer and Buyer's performance of its obligations hereunder have been duly
authorized by all necessary corporate action of Buyer. This Agreement
constitutes the valid and binding obligation of Buyer enforceable against Buyer
in accordance with its terms. The person who has executed this Agreement for and
on behalf of Buyer has been duly authorized to do so by all necessary corporate
action of Buyer. Neither the execution and delivery of this Agreement nor
Buyer's performance of its obligations under this Agreement will (a) violate any
provision of Buyer's organizational documents, (b) violate any contract or
agreement to which Buyer is a party or by or to which Buyer may be bound or
subject or affected, or any judgment, order, injunction, decree or award
against, or binding upon, Buyer or upon the securities, property or business of
Buyer, which violation would prevent Buyer's performance of its obligations
under this Agreement or (c) to Buyer's knowledge, constitute a violation by
Buyer of any law or regulation of any jurisdiction.

V. CONFIDENTIALITY.
----------------

A. Confidential Information of the Parties. In connection with this
Agreement, each party may have access to and receive disclosure of certain
confidential information about the other party or parties, including, without
limitation, the names and addresses of a party's customers, marketing plans and
objectives, research and other information which is confidential in nature
("Confidential Information"). Confidential Information shall not include
information in the public domain or which is independently developed by the
other party hereto. Except as otherwise provided herein, each party's
Confidential Information at all time shall remain the sole property of such
party. The parties agree that Confidential Information shall be used by each
party solely in connection with their respective obligations under this
Agreement. Each party shall receive Confidential Information in confidence and
shall not disclose Confidential Information to any third party, except as may be
permitted hereunder, or as may be necessary to perform its obligations
hereunder, or as may be otherwise agreed in writing by the party furnishing the
information, or as required by applicable law, regulation or regulatory
authority. Upon request or upon any expiration or termination of this Agreement,
each party hereto shall return to the other party or destroy (as the latter may
instruct) all of the latter's Confidential Information in the former's
possession which is in any written or other recorded form, including data stored
in any computer medium; provided, however, that each party may retain the
Confidential Information of the other party to the extent that such party needs
access to such information to continue to perform any of its obligations
hereunder or otherwise to perform obligations owed by a party to the other
party.

B. Ownership of Loan Customer Information. The parties shall jointly
own all Loan Customer names, addresses, and telephone numbers and all account
and other information, including payment information, regarding Loan Customers
and Loan applicants who have been declined and all records, data, and
information pertaining to all of the foregoing (collectively, "Loan Customer
Information"). Notwithstanding the parties' joint ownership of Loan Customer
Information, without the need for obtaining the other party's consent, each
party shall be free to use Loan Customer Information for the purposes of
marketing, offering, selling, brokering,

A-7

underwriting and providing products and services other than the Loans, provided
that, in all cases, however, any such use by either party of any such Loan
Customer Information shall comply with (a) all applicable laws and (b) the
respective privacy policies of the parties.

C. The rights and obligations of the parties under this Section V shall
survive indefinitely the termination or expiration of this Agreement.

VI. INSURANCE, INDEMNIFICATION AND LIMITATION OF LIABILITY.
-------------------------------------------------------

A. Insurance. During the Term hereof, Seller and Buyer shall maintain
in force full insurance for all public liabilities and claims in amounts and
with coverages substantially similar to the insurance policies of the parties in
effect on the date hereof. Each party shall provide evidence of its insurance
policies and coverages upon the request of the other party.

B. Indemnification.

1. Seller's Indemnification Obligations. Seller shall
indemnify and hold Buyer and its shareholders, officers, directors, employees
and affiliates harmless against any and all claims, demands, liabilities,
losses, penalties, fines, judgments, damages or expenses (including, without
limitation, legal fees, court costs, accounting fees and class action costs)
(collectively, "Damages") accruing or arising out of: (a) any breach by Seller
of any of its representations and warranties contained herein or its obligations
under this Agreement; and (b) the act or omission of Seller or its employees,
agents or representatives. Nothing herein, however, shall be construed to
require Seller to indemnify Buyer for any Damages directly arising out of the
negligence or wrongful act of Buyer.

2. Buyer's Indemnification Obligations. Buyer shall indemnify
and hold Seller and its shareholders, officers, directors, employees and
affiliates harmless against any and all Damages accruing or arising out of: (a)
any breach by Buyer of any of its representations and warranties contained
herein or its obligations under this Agreement; and (b) the act or omission of
Buyer or its employees, agents or representatives. Nothing herein, however,
shall be construed to require Buyer to indemnify Seller for any Damages directly
arising out of the negligence or wrongful act of Seller.

3. Indemnification Procedures. Each party hereto shall
promptly notify the other party of any suit or threat of suit of which that
party becomes aware which may give rise to a right to indemnification under this
Agreement but in any event within 30 days of the discovery of such claim;
provided, however, that the failure of a party alleging a right of indemnity
hereunder to provide prompt notice to the other party shall relieve the
indemnifying party of its obligations hereunder only to the extent that the
indemnifying party can prove that such failure to provide prompt notice actually
and materially prejudiced the rights of such other party. The indemnifying party
promptly shall reimburse the indemnified party for all Damages incurred by the
indemnified party (including Damages incurred in advance of the final
disposition of the underlying claim), shall bear all expenses in defending any
such claim or matter, and shall be entitled to participate in the settlement or
defense of any matter for which the other party seeks indemnity hereunder and,
if the indemnifying party elects, to take over and control the defense and
settlement thereof utilizing counsel of its choice in consultation with the
indemnified party

A-8

(in which case the indemnified party shall have the right to employ separate
counsel of its choice, but the fees and expenses of such counsel shall be at the
expense of the indemnified party). In all cases, the indemnifying and
indemnified parties shall cooperate and assist each other in all reasonable
respects in the defense and settlement of any such action.

4. Obligation to Refund Advanced Damages. In the event that
either party hereto reimburses the other party hereto for Damages pursuant to
the indemnification provisions of this Section VI, in advance of the final
disposition of the underlying claim, and if it is ultimately determined by
settlement or pursuant to the dispute resolution provisions hereof that such
Damages directly arose out of an occurrence that did not require such
indemnification under Section VI(B)(I) or Section VI(B)(2), as applicable, then
the reimbursed party agrees to repay to the other party any such Damages for
which it received advanced reimbursement to which it was not entitled hereunder.
All Damages required to be repaid under this Section VI(B)(4) shall be repaid
within five business days following the above described ultimate determination.

5. Survival. The provisions of this Section VI shall survive
the termination or expiration of this Agreement, for any reason.

C. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY
SET FORTH IN THIS AGREEMENT, SELLER'S LIABILITY TO BUYER FOR ANY DAMAGES ARISING
OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION THAT
IMPOSES LIABILITY, WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT,
TORT OR OTHERWISE, WILL BE LIMITED TO AND WILL NOT EXCEED, IN THE AGGREGATE FOR
ALL CLAIMS, ACTIONS AND CAUSES OF ACTION OF EVERY KIND AND NATURE, THE LESSER OF
(I) $1,000,000 AND (II) THE AGGREGATE COMPENSATION (EXCLUSIVE OF TAXES,
OUT-OF-POCKET EXPENSES AND PASS-THROUGH EXPENSES) PAYABLE BY BUYER TO SELLER
PURSUANT TO THIS AGREEMENT DURING THE TERM HEREOF. Seller and Buyer expressly
acknowledge and agree that the limitations and exclusions set forth in this
Section VI(C) have been the subject of active and complete negotiation between
the parties and represent the parties' agreement taking into account each
party's level of risk associated with the performance or nonperformance of its
obligations under this Agreement and the payments and other benefits to be
derived by each party pursuant to this Agreement. The provisions of this Section
VI(C) shall survive the termination or expiration of this Agreement.

VII. AUDIT RIGHTS.
-------------

During the Term hereof, Seller shall give Buyer's representatives full
access, upon reasonable notice and during Seller's normal business hours, to all
books and records of the Business as may be reasonably necessary or appropriate
to permit Buyer to audit Seller's performance of the Services hereunder.

VIII. GENERAL AND MISCELLANEOUS.
--------------------------

A. Relationship of Buyer and Seller. Seller, in furnishing the Services
to Buyer hereunder, is acting only as an independent contractor. Seller does not
undertake by this Agreement or otherwise to perform any obligation of Buyer,
whether regulatory or contractual, or

A-9

to assume any responsibility for Buyer's business or operations. Seller has the
sole right and obligation to supervise, manage, contract, direct, procure,
perform or cause to be performed, all Services to be performed by Seller
hereunder unless otherwise provided herein.

B. Entire Agreement. This Agreement contains, and is intended as, a
complete statement of all of the terms and the arrangements between the parties
with respect to the matters provided for and supersedes any previous agreements
and understandings between the parties with respect to those matters. This
Agreement may not be amended, terminated or otherwise modified except by a
writing executed and delivered by both Buyer and Seller.

C. Headings. The headings in this Agreement are solely for reference
and shall not in any way affect the interpretation of this Agreement. All
references to Sections are to Sections in or to this Agreement, unless otherwise
indicated.

E. Notices. All notices and other communications under this Agreement
shall be in writing and shall be deemed given when (I) delivered by hand, (2)
transmitted by prepaid cable, telex or telecopier (provided that a copy is sent
at about the same time by registered or certified mail, return receipt
requested), or (3) received by the addressee, if sent by Express Mail, Federal
Express, or other express delivery service to the addressee at the following
addresses, telex numbers or telecopier numbers (or to such other address, telex
number or telecopier number as a party may specify by notice given to the other
party pursuant to this provision):

If to Seller to: Texas Capital Bank, N.A.
0000 XxXxxxxx Xxx., Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx, Executive Vice President
Facsimile: (000) 000-0000,

with a copy to: Xxxxxxx X. Xxxxx, Esq.
Xxxxxxxxx & Xxxxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000.

If to Buyer to: Transnational Financial Network, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx, CEO
Facsimile: (000) 000-0000,

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with a copy to: Xxxx Xxxxx Xxxxxxxxx, Esq.
Hermes Xxxxxxx Xxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000.

F. Severability. If any one or more of the provisions of this Agreement
shall be found by a court of competent jurisdiction to be unreasonably
restrictive, under the circumstances, then such provision or provisions shall be
modified by such court so as to apply the same to the maximum extent allowed by
law and any such modification shall not affect the validity of any other
provision contained in this Agreement.

G. Agreement to Take Necessary and Desirable Actions. Seller and Buyer
agree to execute and deliver such other documents, certificates and agreements
and to take such other actions as may be reasonably necessary or reasonably
appropriate to consummate the transactions contemplated hereby.

H. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

I. Consent to Jurisdiction. The parties hereto are experienced
commercial enterprises acting with and upon the advice of legal counsel. The
parties recognize that, as the resident state of the Buyer and Seller are the
State of California and the State of Texas, respectively, each has a substantial
interest and connection to this transaction. Buyer and Seller hereby agree for
themselves and for their successors and assigns that in the event of any
litigation hereunder, the exclusive venue and place of jurisdiction for such
litigation shall be in the state courts or federal district courts situated in
Dallas County, Texas, and each party hereto specifically consents and submits to
the personal jurisdiction of such courts.

J. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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

TEXAS CAPITAL BANK, N.A. TRANSNATIONAL FINANCIAL
NETWORK, INC.

By:__________________________ By:________________________________
Xxxxx X. Xxxxxx, Xxxxxx Xxxxxxx,
Senior Vice President Chief Executive Officer

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EXHIBIT B

Form of Escrow Agreement

THIS ESCROW AGREEMENT (this "Agreement") is made effective as of
______________________, 2006, by and among TRANSNATIONAL FINANCIAL NETWORK,
INC., a California corporation ("Buyer"), TEXAS CAPITAL BANK, N.A., a national
banking association ("Seller"), Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx XxXxxxx,
Xxxxx Xxxxx, Xxxxxx Xxxxxxxxxxx and Xxxxx Xxxxxxxxx, each an individual resident
of Texas and, as of the date hereof, an employee of Seller (collectively, the
"Employees"), and XXXXXXXXX & XXXXXXXX LLP, a Texas limited liability
partnership, as the escrow agent and, together with any successor escrow agent
hereunder, the "Escrow Agent". Escrow Agent, Buyer, Seller and the Employees
collectively are referred to in this Agreement as "Parties".

RECITALS:

A. Buyer and Seller are parties to an Asset Purchase and Sale
Agreement dated effective as of September 30, 2006 (the "Purchase
Agreement") under which the Purchase Price is three million (3,000,000)
shares of voting common stock, no par value of Buyer (the "Buyer Common
Stock"). All capitalized terms not otherwise defined herein shall have
the meanings assigned to them by the Purchase Agreement.

B. Pursuant to Section II(A) of the Purchase Agreement, Buyer
is required to remit an aggregate of one million two hundred ninety-one
thousand three hundred fifty-five (I,29I,355) shares of the Buyer
Common Stock comprising the Purchase Price (the "Earn-out Shares") by
delivering such shares to be held and distributed by Escrow Agent
pursuant to this Agreement.

C. The Parties desire to appoint Escrow Agent as escrow agent
under this Agreement, and Escrow Agent has agreed to accept such
appointment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Parties, intending to
be legally bound hereby agree as follows:

1. Recitals; Conflict with Purchase Agreement.

a. The recitals set forth above are incorporated in this
Agreement as part hereof.

b. This Agreement is not intended to amend or supersede any
provision of the Stock Purchase Agreement. To the extent there is any conflict
between the provisions of this Agreement and any term of the Stock Purchase
Agreement, the terms and provisions of the Stock Purchase Agreement will govern.

2. Appointment of Escrow Agent. Buyer and Seller hereby appoint and
designate Escrow Agent as Escrow Agent on the terms, subject to the conditions
and for the purposes set

B-1

forth in this Agreement, and Escrow Agent hereby accepts such appointment and
agrees to accept, hold, safeguard and disburse the Earn-out Shares so delivered
in accordance herewith.

3. Deposit and Retention of Earn-out Shares. Pursuant to the terms of
Section II(A)(I) of the Purchase Agreement, on the date hereof Buyer will
deliver to Escrow Agent a Note representing Seller's Remaining Earn-out Shares.
In addition, pursuant to the terms of Section II(A)(2) of the Purchase
Agreement, promptly after obtaining the shareholder approval described in
Section VI(F), Buyer will deliver to Escrow Agent certificates issued separately
in the names of Seller and Employees representing their respective Earn-out
Shares. Seller and each of the Employees shall execute and deliver to Escrow
Agent blank stock powers, which shall be held with the Earn-out Shares. Escrow
Agent will release the Earn-out Shares only in accordance with the provisions of
this Agreement.

4. Distributions and Payments. Any distribution required to be made by
Escrow Agent under this Escrow Agreement will be made by Escrow Agent promptly
upon receipt of the notice required hereunder.

a. Escrow Agent will hold the Earn-out Shares until directed
to release the Earn-out Shares and related stock powers, as follows:

i. If Escrow Agent receives written notice from Buyer
directing Seller and the Employees to release the Earn-out Shares to Buyer,
Escrow Agent promptly shall release and deliver the Earn-out Shares and related
stock powers to Buyer.

ii. If Escrow Agent receives joint written notice
from Buyer and Seller directing the release of the Earn-out Shares to any Party,
Escrow Agent promptly shall release and deliver the Earn-out Shares and related
stock powers to the Party specified in such notice.

iii. If Escrow Agent receives written notice from
Buyer directing the release of the Earn-out Shares to Buyer, Escrow Agent shall
deliver a copy of such notice to Seller promptly upon receipt thereof.

(A) If Seller wishes to dispute Buyer's direction
of the release of the Earn-out Shares to Buyer, within five (5) days of
receiving the copy of such direction from Escrow Agent, Seller must deliver to
Escrow Agent, with a copy to Buyer, a written dispute notice (a "Dispute
Notice"). If Seller does not deliver a Dispute Notice to Escrow Agent within the
specified time frame, then Buyer's direction to release the Earn-out Shares to
Buyer shall be deemed to be final and binding on Seller and Escrow Agent, and
Escrow Agent promptly shall release the Earn-out Shares and related stock powers
to Buyer.

(B) If a Dispute Notice is given in accordance
with Section 4(a)(iii)(A), then the Escrow Agent shall continue to hold the
Earn-out Shares until the earlier to occur of (I) the receipt by Escrow Agent of
a joint written statement executed by the Buyer and Seller directing Escrow
Agent to release the Earn-out Shares, and (2) the receipt by Escrow Agent of a
final, non-appealable judgment, order or decree of a court or other judicial
body of competent jurisdiction that directs the release of the Earn-out Shares
(a "Final

B-2

Judgment"). Upon the occurrence of either event set forth in clauses (I) and (2)
in this Section 4(a)(iii)(B), Escrow Agent will release the Earn-out Shares as
provided in such joint written statement providing instructions or Final
Judgment promptly following the date of such occurrence.

b. Escrow Agent shall have no duty or responsibility with
respect to determining whether any release direction contained in any notice
delivered under this Section 4 is properly made. Escrow Agent shall be entitled
to rely, conclusively and without inquiry, on any Final Judgment provided to
Escrow Agent in accordance with the terms of this Agreement.

5. Escrow Agent's Responsibility. Escrow Agent's sole responsibility
will be for the safekeeping of the Earn-out Shares and the disbursement thereof
in accordance with this Agreement, and Escrow Agent will not be required to take
any other action with reference to any matters which might arise in connection
with the Earn-out Shares or this Agreement. Escrow Agent shall not be required
to take notice of the Purchase Agreement and shall have no duty or
responsibility to take any action pursuant to the terms thereof. Escrow Agent
may act upon any written instruction or other instrument which Escrow Agent in
good faith believes to be genuine and what it purports to be. Escrow Agent will
not be liable for any action taken by it in good faith and believed to be
authorized or within the rights or powers conferred upon it by this Agreement or
for anything which Escrow Agent may do or refrain from doing in connection
herewith unless Escrow Agent is guilty of gross negligence or willful
misconduct. Escrow Agent may consult with counsel of its own choice and will
have full and complete authorization and protection for any action taken or
suffered by it hereunder in good faith and in accordance with the advice of such
counsel. Escrow Agent has no duty to determine or inquire into the occurrence of
any event or the performance or failure of performance of any of the parties
hereto with respect to any agreements or arrangements with each other or with
any other party or parties.

6. Compensation; Indemnification of Escrow Agent. Buyer and Seller,
jointly and severally, will indemnify and hold Escrow Agent and each of the
partners in and employees of the law firm of Xxxxxxxxx & Xxxxxxxx LLP harmless
against and from any and all costs, expenses, claims, losses, liabilities and
damages (including reasonable attorney's fees) that may arise, directly or
indirectly, out of or in connection with its acting as Escrow Agent under this
Agreement, except in those instances where Escrow Agent has been finally
adjudged by a court of competent jurisdiction to be guilty of gross negligence
or willful misconduct. The Employees shall have no obligations to Escrow Agent
under this Section 6.

7. Fees. Buyer and Seller, jointly and severally, will be liable for
and will pay as provided herein the fees and expenses of Escrow Agent incurred
and payable in connection with this Agreement, which fees and expenses will be
due and payable 30 days after receipt of an invoice therefor from Escrow Agent.
Escrow Agent shall be compensated for its services hereunder at the normal
hourly rates charged by its lawyers, paralegals and staff, and Escrow Agent
shall be entitled to reimbursement of its out-of-pocket expenses. The provisions
of this Section 7 will survive the termination of this Agreement and any
resignation or removal of Escrow Agent. The Employees shall have no obligations
to Escrow Agent under this Section 7.

8. Termination. This Agreement will terminate when the Earn-out Shares
are released by Escrow Agent in accordance with the terms of this Agreement,
whereupon all of

B-3

Escrow Agent's liability and obligations in connection with the Earn-out Shares
and this Agreement will terminate.

9. Resignation. Escrow Agent may resign and be discharged from its
duties or obligations hereunder by giving thirty (30) days' written notice of
such resignation to each of the other Parties hereto, specifying a date when
such resignation will take place. Upon such notice, Buyer and Seller, by mutual
written agreement, shall appoint a successor Escrow Agent. Escrow Agent will
continue to serve until its successor accepts the duties of Escrow Agent
hereunder, provided, however, that notwithstanding anything to the contrary
herein provided, in the event Escrow Agent resigns as Escrow Agent hereunder and
no successor Escrow Agent has been designated and accepted appointment as
successor Escrow Agent within forty-five (45) days following the date of Escrow
Agent's notice of resignation, Escrow Agent shall have the right to deposit the
Earn-out Shares and related stock powers into the registry of any court of
competent jurisdiction and notify the parties hereto of such deposit, and
thereupon Escrow Agent shall be discharged from all further duties and
responsibilities as Escrow Agent under this Agreement. Buyer and Seller will
have the right at any time upon their mutual consent to remove Escrow Agent and
substitute a new Escrow Agent, by giving notice thereof to the then acting
Escrow Agent.

10. Waiver. No term or condition of this Agreement will be deemed to
have been waived, nor will there be an estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the Party charged
with such waiver or estoppel. No such written waiver will be deemed a continuing
waiver unless specifically stated therein, and each such waiver will operate
only as to the specific term or condition waived and will not constitute a
waiver of such term or condition for the future or as to any act other than that
specifically waived.

11. Severability. If any provision or provisions of this Agreement is
held to be invalid, illegal or unenforceable by any court of law or otherwise,
the remaining provisions of this Agreement will nevertheless continue to be
valid, legal and enforceable as though the invalid or unenforceable parts had
not been included therein. In addition, in such event the Parties will negotiate
in good faith to modify this Agreement so as to effect the original intent of
the Parties as closely as possible with respect to those provisions which were
held to be invalid, illegal or unenforceable.

12. Notice. Any notice, request, instruction, consent, correspondence
or other document to be given hereunder by either Party to the other (herein
collectively called "Notice") will be in writing and delivered in person or by
courier service requiring acknowledgment of receipt of delivery or mailed by
certified mail, postage prepaid and return receipt requested, or by telecopier
(confirmed by appropriate answer back), as follows:

If to Escrow Agent, to: Xxxxxxxxx & Xxxxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000.

B-4

If to Seller, to Texas Capital Bank, N.A.
0000 XxXxxxxx Xxx., Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx,
Executive Vice President
Facsimile: (000) 000-0000,

with a copy to : Xxxxxxx X. Xxxxx, Esq.
Xxxxxxxxx & Xxxxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000.

If to Buyer, to: Transnational Financial Network, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx, CEO
Facsimile: (480) 2I4-0671,

with a copy to: Xxxx Xxxxx Xxxxxxxxx, Esq.
Hermes Xxxxxxx Xxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000.

If to Employee Representative, to: [Name and Address],

or to such other address as the intended recipient may designate in writing by
giving Notice as provided above. Notice will be deemed to have been duly given:
(a) at the time delivered by hand, if personally delivered; (b) upon actual
receipt (or at the beginning of the recipient's next business day if not
received during recipient's normal business hours), if telecopied; (c) upon
actual receipt (or, if not actually received, on the fifth (5th) Business Day
following deposit with the U.S. Post Office), if mailed; and (d) on the next
Business Day if timely delivered to an air courier guaranteeing overnight
delivery. Failure of a Party to send a courtesy copy of the Notice as set forth
above does not void the Notice if Notice was properly delivered to the Party as
provided above.

13. Employee Representative.

a. For the purposes of this Agreement, the undersigned
Employees hereby appoint_____________________________as the representative of
the Employees for receiving notices and for the other purposes specified
hereunder (the "Employee Representative"); and _______________________hereby
accepts such appointment.

b. The Employee Representative shall receive no compensation
for serving as the Employee Representative hereunder.

B-5

c. The Employee Representative may resign and be discharged
from his duties or obligations hereunder by giving thirty (30) days' written
notice of such resignation to each of the other Employees, specifying a date
when such resignation will take place. Upon such notice, the Employees, by
written agreement, shall appoint a successor Employee Representative. The
Employee Representative will continue to serve until its successor accepts the
duties of Employee Representative hereunder, whereupon the Employee
Representative shall be discharged from all further duties and responsibilities
as the Employee Representative under this Agreement. The Employees will have the
right at any time, upon their mutual consent, to remove the Employee
Representative and substitute a new Employee Representative by giving written
notice thereof to the then acting Employee Representative and Escrow Agent.

d. The Employee Representative will not be liable for any
action taken by him in good faith and believed to be authorized or within the
rights or powers conferred upon him by this Agreement or for anything which the
Employee Representative may do or refrain from doing in connection herewith
unless the Employee Representative is finally adjudged by a court of competent
jurisdiction to be guilty of gross negligence or willful misconduct. The
Employees, jointly and severally, hereby indemnify and hold the Employee
Representative harmless against and from any and all costs, expenses, claims,
losses, liabilities and damages (including reasonable attorneys' fees) that may
arise, directly or indirectly, out of or in connection with his acting as the
Employee Representative under this Agreement, except in those instances where
the Employee Representative has been finally adjudged by a court of competent
jurisdiction to be guilty of gross negligence or willful misconduct.

14. Assignment. This Agreement may not be assigned by any Party without
the prior consent of the other Parties.

15. Governing Law. The provisions of this Agreement and the documents
delivered pursuant hereto will be governed by and construed and enforced in
accordance with the laws of the State of Texas (excluding any conflicts-of-law
rule or principle that might refer same to the laws of another jurisdiction),
except to the extent that same are mandatorily subject to the laws of another
jurisdiction pursuant to the laws of such other jurisdiction.

16. Dispute Resolution and Venue. Any suit or action arising out of a
dispute under this Agreement and involving Escrow Agent will be brought only in
a court of competent jurisdiction, state or federal, sitting in Dallas County,
Texas. The Parties consent to in personam jurisdiction of and venue in such
courts.

17. Binding Upon Successors. This Agreement will be binding upon, and
will inure to the benefit of, the Parties hereto and their respective heirs,
legal representatives, successors and permitted assigns.

18. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties with respect to the matters contained herein and supersedes
all prior agreements and understandings, whether written or oral, between the
Parties concerning such terms of engagement.

B-6

19. Construction. Each Party to this Agreement has had the opportunity
to review this Agreement with legal counsel. This Agreement will not be
construed or interpreted against any Party on the basis that such Party drafted
or authored a particular provision, parts of or the entirety of this Agreement.

20. Execution in Counterparts. This Agreement may be executed in one or
more counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument. Facsimile copies of
signatures will constitute original signatures for all purposes of this
Agreement and any enforcement of this Agreement. At the request of any Party,
each other Party will re-execute original forms of this Agreement and deliver
them to all other Parties. No Party will raise the use of a facsimile machine to
deliver a signature or the fact that any signature was transmitted or
communicated through the use of a facsimile machine or other electronic means as
a defense to the formation or enforceability of a contract and each Party
forever waives any such defense.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

B-7

IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement the date first above written.

ESCROW AGENT: SELLER:
XXXXXXXXX & XXXXXXXX LLP TEXAS CAPITAL BANK, N.A.

___________________________ By:__________________________________
Xxxxxxx X. Xxxxx, Partner Xxxxx X. Xxxxxx, Senior Vice President

EMPLOYEES:

______________________________ BUYER:
Xxxxxxx Xxxxxxx
TRANSNATIONAL FINANCIAL NETWORK, INC.
______________________________
Xxxxxx Xxxxxx

______________________________ By:____________________________________
Xxxxxxx XxXxxxx Xxxxxx Xxxxxxx, Chief Executive Officer

______________________________
Xxxxx Xxxxx

______________________________
Xxxxxx Xxxxxxxxxxx

______________________________
Xxxxx Xxxxxxxxx

B-8

EXHIBIT C
Form of Stock Put and Call Agreement

THIS STOCK PUT AND CALL AGREEMENT (this "Agreement") is entered into as
of October , 2006, by and between TEXAS CAPITAL BANK, N.A., a national banking
association ("Seller"), and TRANSNATIONAL FINANCIAL NETWORK, INC., a California
corporation ("Buyer"). Buyer and Seller may be referred to herein as the
"Parties".

WITNESSETH:

WHEREAS, Buyer and Seller are parties to an Asset Purchase and
Sale Agreement dated effective as of September 30, 2006 (the "Purchase
Agreement") under which the purchase price (the "Purchase Price") is
three million (3,000,000) shares of voting common stock, no par value,
of Buyer ("Buyer Common Stock"), up to two million (2,000,000) shares
of which will be issued to Seller (the "Seller Shares") and up to one
million (1,000,000) shares of which will be issued to certain employees
of Seller. Six hundred thirty-six thousand (636,000) of the Seller
Shares comprising the Purchase Price (the "Seller Escrowed Shares")
will be held in escrow pending the satisfaction of certain earn-out
conditions set forth in the Purchase Agreement. All capitalized terms
not otherwise defined herein shall have the meanings assigned to them
by the Purchase Agreement.

WHEREAS, under certain rules and regulations applicable to
national banks, Buyer may accept Buyer Common Stock as the Purchase
Price and may hold shares of Buyer Common Stock, only under certain
legally prescribed conditions, including, but not limited to, (a) Buyer
agreeing to be subject to supervision and examination by the Office of
the Comptroller of the Currency (the "OCC"), subject to the Federal
Deposit Insurance Act and the Xxxxx-Xxxxx-Xxxxxx Act, and (b) Seller
being permitted to dispose of Buyer Common Stock owned by Seller in the
event that Buyer engages in activities that are not permissible for
national banks.

WHEREAS, Buyer and Seller want to comply with the legally
prescribed conditions on Seller's ability to accept shares of Buyer
Common Stock as the Purchase Price and to hold such shares following
the consummation of the transactions described in the Purchase
Agreement.

1. Satisfaction of Legally Prescribed Conditions. To comply with the
legally prescribed conditions on Seller's ability to accept shares of Buyer
Common Stock as the Purchase Price and to hold the such shares following the
consummation of the transactions described in the Purchase Agreement, Buyer and
Seller hereby agree as follows:

C-1

a. Buyer shall be subject to supervision and examination by
the OCC, subject to the Federal Deposit Insurance Act and the Xxxxx-Xxxxx-Xxxxxx
Act, as such supervision and examination may be required in connection with
Seller's ownership of any shares of Buyer Common Stock.

b. Seller shall be permitted to dispose of any shares of Buyer
Common Stock held by or for the benefit of Seller, including the Seller Escrowed
Shares, under the conditions set forth in this Agreement.

c. From and after the date of this Agreement and for so long
as Seller holds any shares of Buyer Common Stock, Buyer promptly shall notify
Seller in writing in the event that Buyer or any subsidiary of Buyer engages in
or intends to engage in activities that are not permissible for national banks.

2. Right of Seller to Put Buyer Common Stock to Buyer. So long as
Seller holds any shares of Buyer Common Stock, Seller shall have the right to
require Buyer (or Buyer's assignee, as permitted hereby) to purchase from Seller
all of the shares of Buyer Common Stock held by Seller. The purchase and sale of
any shares of Buyer Common Stock pursuant to this Section 2 shall be consummated
at the main office of Seller on the date and time specified by Seller or at such
other date and time as may be agreed upon in writing by Seller and Buyer (or its
assignee), with the purchase price for such stock being paid by Buyer in full,
in immediately available funds.

a. In order to exercise its rights under this Section 2,
either of the following events first must have occurred:

i. The OCC shall have given Seller a written or oral
direction to dispose of the shares of Buyer Common Stock held by Seller or
Seller reasonably believes that the OCC intends to deliver such a direction; or

ii. Seller reasonably believes that Buyer or any
subsidiary of Buyer is engaging in or intends to engage in activities that are
not permissible for national banks.

b. Following the occurrence of any of the foregoing events,
Seller may exercise its rights under this Section 2 by delivering a written
notice (a "Put Notice") to Buyer of the requested sale at least ten (10)
business days prior to date of the requested sale. Each Put Notice shall include
a statement of the following: (i) the certification of Seller that one of the
events in Section 2(a) has occurred and a description of such event; (ii) a
statement of Seller's intent to engage in the requested sale; (iii) the number
of shares of Buyer Common Stock involved, which shall be all of the shares of
Buyer Common Stock held by Seller, including the Seller Escrowed Shares (as
provided below); (iv) the total purchase price for Seller's shares of Buyer
Common Stock (excluding the Seller Escrowed Shares, if any), based on the per
share purchase price of Buyer Common Stock shown by the American Exchange as of
the close of trading on the business day immediately preceding the date of the
Put Notice less a thirty percent (30%) discount from such market price; and (v)
the date and time at which the requested sale shall take place.

C-2

c. Buyer shall provide a written response to the Seller's Put
Notice (a "Put Response") within five (5) business days of receiving the same,
which Put Response shall (i) describe whether the shares of Buyer Common Stock
held by Seller shall be purchased by Buyer or its assignee, (ii) state the
method by which Buyer (or its assignee) shall pay the purchase price, and (iii)
include the certification of Buyer that the purchase by Buyer (or its assignee)
will comply with all federal and state securities laws applicable to such
purchase. If Buyer or its assignee desires to consummate the sale on a date or
at a time other than that specified in the Put Notice, Buyer may make such a
request in the Put Response, with which request Buyer shall not unreasonably
refuse.

d. Should Buyer or its assignee fail to close the purchase of
Seller's shares of Buyer Common Stock within the time specified in the Put
Notice (or by the time otherwise agreed upon by Buyer and Seller), Seller shall
have the right to seek specific performance of Buyer's purchase obligations
under this Section 2.

3. Right of Buyer to Call Shares of Buyer Common Stock owned by Seller.
So long as Seller holds any shares of Buyer Common Stock, Buyer (or Buyer's
assignee, as permitted hereby) shall have the right to require Seller to sell to
Buyer (or its assignee) all of the shares of Buyer Common Stock held by Seller.
Buyer's rights under this Section 3 are fully assignable by Buyer. The purchase
and sale of shares of Buyer Common Stock pursuant to this Section 3 shall be
consummated at the main office of Seller on the date and time specified by Buyer
or at such other date and time as may be agreed upon in writing by Seller and
Buyer (or its assignee), with the purchase price for such stock being paid by
Buyer in full, in immediately available funds.

a. In order to exercise its rights under this Section 3,
either of the following events first must have occurred:

i. The OCC shall have given Buyer written or oral
notice that it intends to exercise it rights of examination of Buyer or Buyer
reasonably believes that the OCC intends to exercise such rights; or

ii. Buyer determines, for any reason, that the
purchase of the shares of Buyer Common Stock held by Seller is in the best
interests of Buyer.

b. Following the occurrence of any of the foregoing events,
Buyer may exercise its rights under this Section 3 by delivering a written
notice (a "Call Notice") to Seller of the requested sale at least five (5)
business days prior to date of the requested sale. Each Call Notice shall
include the following: (i) the certification of Buyer that one of the events in
Section 3(a) has occurred and a description of such event; (ii) a statement of
Buyer's intent to purchase, or intent to have an assignee purchase, all of the
shares of Buyer Common Stock owned by Seller; (iii) the total purchase price for
such shares of Buyer Common Stock (excluding the Seller Escrowed Shares, if
any), based on the per share purchase price of Buyer Common Stock shown by the
American Exchange as of the close of trading on the business day immediately
preceding the date of the Call Notice plus a thirty percent (30%) premium from
such market price; (iv) the method by which Buyer (or its assignee) will pay the
purchase price; and (v) the certification of Buyer that the purchase by Buyer
(or its assignee) will comply with all federal and state securities laws
applicable to such purchase.

C-3

c. Seller shall acknowledge receipt of the Call Notice by
delivering to Buyer a written response to the Call Notice (a "Call Response")
within two (2) business days of receiving the same. If Seller desires to
consummate the sale on a date or at a time other than that specified by Buyer in
the Call Notice, Seller may make such a request in the Call Response, with which
request Buyer (or its assignee) shall not unreasonably refuse.

d. Should Seller fail to close the sale of its shares of Buyer
Common Stock within the time specified in the Call Notice (or by the time
otherwise agreed upon by Buyer and Seller), Buyer shall have the right to seek
specific performance of Seller's sale obligations under this Section 3.

e. If within six (6) months from date of Buyer's purchase of
Seller's shares of Buyer Common Stock under Section 3 hereof there shall occur
any of the following,

i. a Buyer Change in Control Event (as hereafter
defined),

ii. Buyer or any Affiliate or Principal Shareholder
(each as hereafter defined) of Buyer shall enter into a letter of intent (or
similar agreement) with respect to any transaction the consummation of which
would result in a Buyer Change in Control Event, or iii. Buyer or any Affiliate
or Principal Shareholder of Buyer shall enter into any stock purchase agreement,
merger agreement or similar agreement the consummation of which would result in
a Buyer Change in Control Event,

then Buyer shall be obligated to pay Seller (A) fifty percent (50%) of the
amount by which the Change in Control Consideration for the applicable Buyer
Change in Control Event exceeds the price per share of Buyer Common Stock paid
by Buyer to Seller as described in Section 3(b)(iii) multiplied by (B) the
number of shares of Buyer Common Stock acquired by Buyer from Seller under
Section 3 hereof. Buyer shall notify Seller promptly following the occurrence of
any of the events set forth in (i), (ii) and (iii) of this Section 3(e) and
shall be obligated to pay to Seller the amount Seller is owed under this Section
3(e) within thirty (30) days following the occurrence of any of such events.

f. For the purposes of this Section 3, and except as otherwise
provided herein, the capitalized terms set forth below shall have the following
meanings:

i. "Affiliate" of any party means any person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with such party.

ii. "Buyer Change in Control Event" means any event
following which Control of Buyer or substantially all of the assets of Buyer
becomes vested in a person or entity (including but not limited to any Affiliate
or Principal Shareholder of Buyer on the date hereof) who does not have Control
of Buyer or substantially all of the assets of Buyer as of the date of this
Agreement.

C-4

iii. "Change in Control Consideration" means the
effective price per share of Buyer Common Stock that is paid by any party to any
party in connection with, or will be paid by any party to any party upon the
consummation of, a Buyer Change in Control Event.

iv. "Control" of any party means (A) the ownership,
control, or power to vote (directly or indirectly or acting through one or more
other persons) fifty percent (50%) or more of the outstanding shares of any
class of voting securities of such party, (B) control in any manner over the
election of a majority of the directors, trustees or general partners (or
individuals exercising similar functions) of such party or (C) control of the
ownership, operation and disposition of substantially all of the assets of such
party.

v. "Principal Shareholder" of any party means a
person that owns or controls, directly or indirectly, ten percent (I0%) or more
of any class of voting securities of such party.

4. Seller Escrowed Shares. If any Put Notice, Call Notice or Purchase
Notice (as hereafter defined) is delivered hereunder while the Seller Escrowed
Shares remain in escrow, promptly following the delivery of any such notice,
Buyer and Seller shall deliver to Escrow Agent a joint direction to release the
Seller Escrowed Shares and the related stock powers to Buyer. Notwithstanding
any such release, Buyer's and Seller's obligations under Section II of the
Purchase Agreement remain in full force and effect. If at the conclusion of the
escrow period it is determined that Seller should have received the Seller
Escrowed Shares, then Buyer shall be obligated to pay to Seller cash equal to
the per share purchase price of Buyer Common Stock shown by the American
Exchange as of the close of trading on the Closing Date (as defined in the
Purchase Agreement), with such payment to be made within five (5) business days
following such determination. If it is determined that Buyer should have
received the Seller Escrowed Shares, then Buyer shall have no further payment
obligations to Seller under Section II of the Purchase Agreement, and Seller and
Buyer shall have no further put or call rights hereunder.

5. Right of First Refusal.

a. Right of Sale. If at any xxxx Xxxxxx (i) shall desire to
sell all of its Buyer Common Stock (including its rights in and to the Seller
Escrowed Shares) to a specified purchaser or (ii) receives a bona fide offer
from any person or entity, including another holder of Buyer Common Stock, for
the purchase of all shares of Seller's Buyer Common Stock (including its rights
in and to the Seller Escrowed Shares) (each such offer being a "Third Party
Offer"), which offer Seller desires to accept, prior to accepting such Third
Party Offer and consummating the sale, Seller first shall give written notice
(each a "Sale Notice") of the proposed sale to Buyer. The Sale Notice shall
conform to the provisions of Section 5(b) of this Agreement. Pursuant to the
Sale Notice, Buyer shall offer in writing to sell all of such Buyer Common Stock
to Buyer or, at Buyer's request, to Buyer's assignee. Buyer's right to purchase
all of Seller's shares of Buyer Common Stock is fully assignable by Buyer. Buyer
shall have thirty (30) days following its receipt of the Sale Notice (the
"Option Period") within which to exercise its option to acquire all of Seller's
Buyer Common Stock and shall exercise such option by providing written notice to
Seller (a "Purchase Notice"). Buyer (or its assignee) may purchase all or none
of Seller's shares of Buyer Common Stock and shall so specify in the Purchase
Notice.

C-5

b. Sale Notice. Each Sale Notice to be provided under Section
5(a) shall include the following: (i) a statement of Seller's intent to engage
in a proposed transfer; (ii) the name and address of the proposed transferee
and, if the transferee is not an individual, its organizational type and officer
contact information; (iii) a statement that the Sale Notice covers all of the
shares of Buyer Common Stock owned by Seller (including Seller's rights in and
to the Seller Escrowed Shares); (iv) a statement that Seller shall obtain the
written opinion of legal counsel that the proposed sale shall comply with
federal and state securities laws and regulations applicable to the shares of
Buyer Common Stock owned by Seller; and (v) a complete description of the
purchase price and all other terms and conditions of the proposed transfer.

c. Transfer to Third Party. If the Option Period expires and
Seller's Buyer Common Stock offered for sale in accordance with Section 5(a)
hereof remains unsold, Seller shall be free for a period of sixty (60) days
following the expiration of the Option Period to transfer or sell its Buyer
Common Stock (i) only to the original purchaser or the person from whom the
original offer was received as specified in the Sale Notice, (ii) upon the same
terms and conditions as were contained in such offer and described in the Sale
Notice and (iii) only after Seller delivers to Buyer the written opinion of
legal counsel that the sale shall comply with federal and state securities laws
and regulations applicable to the Buyer Common Stock owned by Seller. Any sale
of Buyer Common Stock held by Seller to a third party is subject to all of the
other restrictions and prohibitions of this Agreement. Any of Seller's Buyer
Common Stock not sold within such thirty-day period must be reoffered to Buyer
in accordance with Section 5 in the event of any subsequent proposed sale.

d. Purchase Price. The purchase price for the shares of Buyer
Common Stock purchased by Buyer pursuant to Section 5 hereof shall be the same
and subject to the same terms and conditions as contained in the Third Party
Offer; provided, however, that to the extent the consideration offered pursuant
to the Third Party Offer consists of promissory notes, securities or other
non-cash consideration, Seller and Buyer (or Buyer's assignee, as applicable)
may agree to substitute an amount of cash equivalent in value to such promissory
notes, securities or other consideration. Notwithstanding the immediately
preceding sentence, in the event that Buyer exercises its purchase rights under
this Section 5, the provisions of Section 4 shall apply to Buyer's payment
obligations with respect to the Seller Escrowed Shares.

e. Procedure for Purchase of Shares of Buyer Common Stock. The
purchase and sale of Seller's shares of Buyer Common Stock pursuant to Section 5
hereof shall be consummated at the main office of Seller, or at such other place
as Seller and Buyer (or Buyer's assignee) may agree, and on such date and at
such times as Seller and Buyer (or Buyer's assignee) may select, but in no event
later than thirty (30) days from the date of the receipt by Seller of the
Purchase Notice.

f. Buyer Common Stock Continues to Remain Subject to
Applicable Restrictions. Any transferee of Seller's shares of Buyer Common Stock
hereunder shall take such Buyer Common Stock subject to the restrictions set
forth in the certificate or certificates representing such shares of Buyer
Common Stock and, by accepting such certificates, the transferee agrees to be
bound by such restrictions and to execute and deliver any document or agreement
to that effect as Buyer may reasonably require.

C-6

g. Void Transfers. If any of Seller's shares of Buyer Common
Stock (including Seller's rights in and to the Seller Escrowed Shares) are sold,
transferred or disposed of other than in accordance with the terms and
conditions of this Section 5, Seller agrees that Buyer shall have the right to
treat such transfer as if it were void and consents to the refusal by Buyer and
its transfer agent to transfer any of Seller's shares of Buyer Common Stock or
any certificate therefor presented to it for transfer.

6. Termination. This Agreement and all rights set forth herein (except
as otherwise provided) will terminate automatically when Seller no longer is the
record or beneficial owner of any shares of Buyer Common Stock; provided,
however, that any payment obligations of Buyer (or Buyer's assignee, as
applicable) and Seller's right to receive any payment hereunder shall survive
the termination of this Agreement until such payment obligations and rights are
satisfied.

7. Waiver. No term or condition of this Agreement will be deemed to
have been waived, nor will there be an estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the Party charged
with such waiver or estoppel. No such written waiver will be deemed a continuing
waiver unless specifically stated therein, and each such waiver will operate
only as to the specific term or condition waived and will not constitute a
waiver of such term or condition for the future or as to any act other than that
specifically waived.

8. Severability. If any provision or provisions of this Agreement is
held to be invalid, illegal or unenforceable by any court of law or otherwise,
the remaining provisions of this Agreement will nevertheless continue to be
valid, legal and enforceable as though the invalid or unenforceable parts had
not been included therein. In addition, in such event the Parties will negotiate
in good faith to modify this Agreement so as to effect the original intent of
the Parties as closely as possible with respect to those provisions which were
held to be invalid, illegal or unenforceable.

9. Notice. Any notice, request, instruction, consent, correspondence or
other document to be given hereunder by either Party to the other (herein
collectively called "Notice") will be in writing and delivered in person or by
courier service requiring acknowledgment of receipt of delivery or mailed by
certified mail, postage prepaid and return receipt requested, or by telecopier
(confirmed by appropriate answer back), as follows:

If to Seller, to: Texas Capital Bank, N.A.
0000 XxXxxxxx Xxx., Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx,
Executive Vice President
Facsimile: (000) 000-0000,

with a copy to: Xxxxxxx X. Xxxxx, Esq.
Xxxxxxxxx & Xxxxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000.

C-7

If to Buyer, to: Transnational Financial Network, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx, CEO
Facsimile: (000) 000-0000,

with a copy to: Xxxx Xxxxx Xxxxxxxxx, Esq.
Hermes Xxxxxxx Xxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000,

10. Assignment. This Agreement may not be assigned by any Party without
the prior consent of the other Parties.

11. Governing Law. The provisions of this Agreement and the documents
delivered pursuant hereto will be governed by and construed and enforced in
accordance with the laws of the State of Texas (excluding any conflicts-of-law
rule or principle that might refer same to the laws of another jurisdiction),
except to the extent that same are mandatorily subject to the laws of another
jurisdiction pursuant to the laws of such other jurisdiction.

12. Dispute Resolution and Venue. Any suit or action arising out of a
dispute under this Agreement will be brought only in a court of competent
jurisdiction, state or federal, sitting in Dallas County, Texas. The Parties
consent to in personam jurisdiction of and venue in such courts.

13. Binding Upon Successors. This Agreement will be binding upon, and
will inure to the benefit of, the Parties hereto and their respective heirs,
legal representatives, successors and permitted assigns.

14. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties with respect to the matters contained herein and supersedes
all prior agreements and understandings, whether written or oral, between the
Parties concerning such terms of engagement.

15. Construction. Each Party to this Agreement has had the opportunity
to review this Agreement with legal counsel. This Agreement will not be
construed or interpreted against any

C-8

Party on the basis that such Party drafted or authored a particular provision,
parts of or the entirety of this Agreement.

16. Execution in Counterparts. This Agreement may be executed in one or
more counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument. Facsimile copies of
signatures will constitute original signatures for all purposes of this
Agreement and any enforcement of this Agreement. At the request of any Party,
each other Party will re-execute original forms of this Agreement and deliver
them to all other Parties. No Party will raise the use of a facsimile machine to
deliver a signature or the fact that any signature was transmitted or
communicated through the use of a facsimile machine or other electronic means as
a defense to the formation or enforceability of a contract and each Party
forever waives any such defense.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

C-9

IN WITNESS WHEREOF, Buyer and Seller have executed and delivered this
Agreement the date first above written.

SELLER:
TEXAS CAPITAL BANK, N.A.

By:__________________________________________
Xxxxx X. Xxxxxx, Senior Vice President

BUYER:

TRANSNATIONAL FINANCIAL NETWORK, INC.

By:__________________________________________
Xxxxxx Xxxxxxx, Chief Executive Officer

C-10

EXHIBIT D
Form of Xxxx of Sale

KNOW ALL MEN BY THESE PRESENTS, that for good and valuable
consideration as set forth in the Asset Purchase and Sale Agreement dated
September 30, 2006 (the "Agreement") by and between TEXAS CAPITAL BANK, N.A., a
national banking association (the "Seller") and TRANSNATIONAL FINANCIAL NETWORK,
INC., a California corporation (the 'Buyer"), the receipt and sufficiency of
which consideration are hereby acknowledged, Seller hereby grants, sells,
transfers, assigns, conveys and delivers and sets over to and unto Buyer all of
the Assets listed on Schedule 1 to this Xxxx of Sale, subject to and in
accordance with the terms of the Agreement. Capitalized terms not otherwise
defined herein shall have the meanings assigned thereto in the Agreement.

For the consideration aforesaid, Seller hereby appoints Buyer, its
successors and assigns, its true and lawful attorneys, with full power of
substitution in its name or otherwise, but to the use of Buyer, its successors
and assigns, to demand, collect, xxx upon, receipt for and otherwise dispose of
or deal with the Assets.

Seller further covenants and agrees with Buyer that it will, from time
to time, at the request of Buyer, execute and deliver or cause to be executed
and delivered all such further bills of sale, assignments, instruments of
transfer and agreements as may reasonably be required by Buyer in order to more
effectually vest title in Buyer to the Assets hereby conveyed or intended hereby
to be conveyed.

IN WITNESS WHEREOF, Seller has executed this Xxxx of Sale effective as
of , 200_.

TEXAS CAPITAL BANK, N.A.

By:
Name:
Its:

D-1

EXHIBIT E

Form of Non-Competition Agreement

THIS NON-COMPETITION AGREEMENT (the "Agreement") is entered into
effective as of , 20_, by and between TEXAS CAPITAL BANK, N.A., a national
banking association ("Seller"), and TRANSNATIONAL FINANCIAL NETWORK, INC., a
California corporation ("Buyer").

RECITALS

WHEREAS, Buyer and Seller have entered into that certain Asset
Purchase and Sale Agreement dated as of September 30, 2006 (the
"Purchase Agreement") pursuant to which Buyer will purchase from Seller
substantially all of the assets of Seller's residential mortgage
lending business (the "Business"). Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them by
the Purchase Agreement.

WHEREAS, as a condition to the consummation of the
transactions contemplated by the Purchase Agreement, Seller is required
to enter into this Agreement with Buyer.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and intending to be legally bound hereby, Buyer and Seller
agree as follows:

1. Non-Competition Covenants.

a. For and in consideration of the consummation of the
transactions contemplated by the Purchase Agreement, Seller agrees that for a
period of eighteen (18) months after the date of this Agreement (the "Exclusion
Period"), except as expressly permitted by this Agreement or as authorized in
writing by Buyer, Seller shall not directly or indirectly, in any capacity
whatsoever, anywhere in the United States:

i. acquire, establish or otherwise operate a
subsidiary, affiliate, department, line of business, business division or other
operation devoted primarily to the Business;

ii. engage or cause others to engage in the Business
in competition with Buyer, its subsidiaries or affiliates;

iii. solicit in respect of the Business, any person
or other entity that becomes a customer of Buyer or any of its affiliates during
the Exclusion Period;

iv. serve as an agent or consultant to any person,
entity or otherwise, engaged or preparing to engage in the Business

E-1

v. acquire, charter, operate or enter into any
franchise or other operating agreement with any person, entity or otherwise,
engaged or preparing to engage in the Business; and

vi. solicit for employment or endeavor to solicit for
employment any person who is an employee of Buyer or any affiliate of Buyer.

b. Notwithstanding anything to the contrary set forth in
Section 1(a), Seller expressly is permitted to originate and solicit the
origination of residential mortgage loans in the ordinary course of Seller's
banking business for and on behalf of past, current and prospective customers of
Seller and its affiliates.

c. If any court of competent jurisdiction should determine
that any term or terms of Section I(a) of this Agreement are too broad in terms
of time, geographic area, lines of commerce or otherwise, such court shall
modify and revise any such term or terms so that they comply with applicable
law.

2. Specific Performance. Seller acknowledges and agrees that the
failure by it to perform its obligations in accordance with the terms of this
Agreement would result in damage to Buyer that could not be adequately
compensated by a monetary award. Without limiting the remedies of Buyer, Seller
agrees that if Seller breaches or fails to perform its obligations under the
terms of this Agreement, Buyer may seek an order from a court of competent
jurisdiction requiring specific performance of such covenant. Without limiting
the foregoing, in the event of any action or proceeding that is brought in
equity to enforce this Agreement, Seller will not urge or assert, as a defense,
that there is an adequate remedy at law.

3. Prevailing. Party's Litigation Expenses. In the event of litigation
between Buyer and Seller related to this Agreement, the non-prevailing party
shall reimburse the prevailing party for any costs and expenses (including,
without limitation, reasonable attorneys' fees) reasonably incurred by the
prevailing party in connection therewith.

4. Successors and Assigns. This Agreement shall bind and inure to the
benefit of and be enforceable by Seller, Buyer and their respective heirs,
executors, personal representatives, successors and assigns. Neither party may
assign any rights or delegate any obligations hereunder without the prior
written consent of the other party.

5. Amendment and Waiver. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing signed by Buyer and
Seller. No waiver of any party of any default, misrepresentation or breach of
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or subsequent default, misrepresentation of breach of covenant hereunder
or affect in any way any rights arising by virtue of any prior or subsequent
such occurrence.

6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas without giving effect to any
choice or conflict law or provision (whether of the State of Texas or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the laws of the State of Texas.

E-2

7. Consent to Jurisdiction. The parties hereto, are experienced
commercial enterprises acting with and upon the advice of legal counsel. 'The
parties recognize that, as the resident state of Buyer and Seller are the State
of California and the State of Texas, respectively, each has a substantial
interest and connection to this transaction. Buyer and Seller hereby agree for
themselves and for their successors and assigns that in the event of any
litigation hereunder, the exclusive venue and place of jurisdiction for such
litigation shall be in the state courts or federal district courts situated in
Dallas County, Texas, and each party hereto specifically consents and submits to
the personal jurisdiction of such courts.

8. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, and this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

9. Entire Agreement. This Agreement and the Purchase Agreement
constitute the entire agreement between Buyer and Seller pertaining to the
subject matter hereof and supersede all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, of Buyer
and Seller.

10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.

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

TEXAS CAPITAL BANK, N.A. TRANSNATIONAL FINANCIAL NETWORK, INC.

By:________________________________ By:_________________________________
Xxxxx X. Xxxxxx, Xxxxxx Xxxxxxx,
Senior Vice President Chief Executive Officer

E-3

EXHIBIT F
Form of Promissory Note
$445,200.00 October ___, 2006

This note is void and of no effect prior to October 31, 2007

FOR VALUE RECEIVED, Transnational Financial Network, Inc., a California
corporation (hereinafter referred to as "Maker") promises to pay to the order of
Texas Capital Bank, N.A., a national banking association (hereinafter referred
to as "Payee"), the principal sum of Four Hundred Forty-Five Thousand Two
Hundred Dollars and NO/I0 ($445,200.00) with interest thereon at the rate
provided below until paid in full.

1. Purchase Agreement. This Promissory Note (the "Note") is issued
pursuant to the terms and conditions of that certain Asset Purchase and
Sale Agreement between Maker and Payee entered into as of September 30,
2006 (the "Purchase Agreement").

2. Maturity. Subject to Section II(C) of the Purchase Agreement, the Maker
shall repay the entire unpaid principal amount of this Note, together
with all interest accrued thereon, on the tenth day following the
conclusion of the Final Post-Closing Period (as defined in the Purchase
Agreement).

3. Interest on Loan. From the date first written above through September
I7, 2008, this Note shall bear no interest on the unpaid principal
amount. From and after September I8, 2008 and until the principal
amount of this Note is paid in full, the unpaid principal amount of
this Note shall bear interest at the rate of five percent (5%) per
annum.

4. Payments and Application of Payments. Except as otherwise specifically
provided for in the Purchase Agreement, the principal of and interest
on this Note shall be payable in immediately available funds in lawful
money of the United States of America. All payments on this Note shall
be applied, first, to the payment of accrued interest, and then, the
balance to principal.

5. Place of Payment. Any and all payments by Maker in respect of the Note
shall be at the offices of Texas Capital Bank, N.A., 0000 XxXxxxxx
Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, Attn: Xxxxx Xxxxxxx, Executive
Vice President, or such other location as Payee may from time to time
designate.

6. Later Effective Date. This Note shall be effective as of November 1,
2007.

7. Events of Default. Each of the following shall constitute an "Event of
Default" under this Note:
A. Failure to Pay. If the Maker fails to make when due any
payment owing to Payee under the terms of the Note.

B. Voluntary Bankruptcy. If the Maker makes an assignment for the
benefit of creditors, files a petition in bankruptcy,
petitions or applies to any tribunal for any receiver or a any
trustee of the Maker or any substantial part of the property
of the

F-1

Maker or commences any proceeding relating to the Maker under
any reorganization, arrangement, composition, readjustment,
liquidation or dissolution law or statute of any jurisdiction,
whether in effect now or after this Note is executed.

C. Involuntary Bankruptcy. If, within sixty (60) days after the
filing of a bankruptcy petition or the commencement of any
proceeding against the Maker seeking any reorganization,
arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future
statute, law or regulation, the proceeding shall not have been
dismissed, or, if within sixty (60) days, after the
appointment, without the consent or acquiescence of the Maker
of any trustee, receiver or liquidator of the Maker or all or
any substantial part of the properties of the Maker, the
appointment shall not have been vacated.

8. Cumulative Rights. No delay on the part of the holder of this Note in
the exercise of any power or right under this Note, or under any other
instrument executed pursuant hereto shall operate as a waiver thereof,
nor shall a single or partial exercise of any other power or right
operate as a waiver thereof. Enforcement by the holder of this Note of
any security for the payment thereof shall not constitute an election
by holder of remedies so as to preclude the exercise of any other
remedy available to it.

9. Governing Law. This Note has been executed and delivered, and is to be
performed in the State of Texas, and the laws of such state shall
govern the validity, construction, enforcement and interpretation of
this Note.

10. Headings. The headings of the sections of this Note are inserted for
convenience only and shall not be deemed to constitute a part hereof.

11. Successors and Assigns. All of the covenants, stipulations, promises
and agreements in this Note contained by or on behalf of Maker shall
bind its legal representatives, successors and assigns, whether so
expressed or not.

12. Notices. All notices or demands required or permitted hereunder shall
be in writing, and shall be delivered by registered or certified mail,
return receipt requested, postage prepaid, to Maker at 000 Xxxxxxx
Xxxxxx, Xxx Xxxxxxxxx, XX 00000.

IN WITNESS WHEREOF, the undersigned has executed this Note effective as
of the day and year first above written.

TRANSNATIONAL FINANCIAL NETWORK, INC.

By: _______________________________________
Xxxxxx Xxxxxxx, Chief Executive Officer

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THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of September 30, 2006, by and between TEXAS CAPITAL BANK, N.A., a national banking association ("Seller"), and TRANSNATIONAL FINANCIAL NETWORK, INC., a California corporation...

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