0001017951-05-000445 Sample Contracts

STANDARD INDUSTRIAL LEASE OF CALDWELL LAHAYE REAL ESTATE ASSOCIATES
Auto Underwriters of America, Inc. • October 12th, 2005 • Personal credit institutions • Texas
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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 12th, 2005 • Auto Underwriters of America, Inc. • Personal credit institutions • California

This Asset Purchase Agreement (“Agreement”) is made effective as of the 30th day of June, 2005, by and between Auto Underwriters of America, Inc., a California corporation having its principal place of business at 2755 Campus Drive, Suite 155, San Mateo, California, 94403 (referred to herein as "Buyer"), and Gateway Credit Holdings, Inc., a California corporation having its principal place of business at P.O.Box 5724, So. San Francisco, CA 94080 (referred to herein as "Seller"). The Buyer and Seller are sometimes collectively referred to herein as the “Parties.”

LOAN SECURITY AND SERVICE AGREEMENT
Loan Security and Service Agreement • October 12th, 2005 • Auto Underwriters of America, Inc. • Personal credit institutions

Loan, Security and Service Agreement ("Agreement") made this 31st day of March 2003 between OAK ROCK FINANCIAL, LLC ("Lender"), having an address at 3900 Veterans Memorial Highway, Suite 351, Bohemia, NY 11716 and ADVANCED CELLULAR TECHNOLOGY, INC. d/b/a GATEWAY ACCEPTANCE ("Borrower"), a California corporation having its principal place of business at 225 Shoreline Blvd., Suite 100, Redwood City, CA 94065.

THE COMMERCIAL LEASE
Commercial Lease • October 12th, 2005 • Auto Underwriters of America, Inc. • Personal credit institutions • Texas

This lease agreement is made and entered into by and between TRANSWORLD CORPORATION (Landlord) and AUTO UNDERWRITERS OF AMERICA, INC. (Tenant). Landlord hereby leases to Tenant and Tenant hereby leases from Landlord that certain property with the improvements thereon known as 8555 Beechnut, Houston, Texas 77036, as more particularly described on the attached Exhibit “A”.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 12th, 2005 • Auto Underwriters of America, Inc. • Personal credit institutions • Texas

This Asset Purchase Agreement (“Agreement”) is made effective as of the 30th day of June, 2005, by and between Auto Underwriters of America, Inc., a California corporation having its principal place of business at 2755 Campus Drive, Suite 155, San Mateo, California, 94403 (referred to herein as "Buyer"), and EPIC Financial Services Inc., a Texas corporation having its principal place of business at 17000 Dallas Parkway Suite 207, Dallas, Texas 75248 (referred to herein as "Seller"). The Buyer and Seller are sometimes collectively referred to herein as the “Parties.”

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