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Form Of Broker Membership Agreement - MONEYLOGIX GROUP INC. - 11-2-1999

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Form Of Broker Membership Agreement - MONEYLOGIX GROUP INC. - 11-2-1999 Powered By Docstoc
					EXHIBIT 10.18 FORM OF BROKER MEMBERSHIP AGREEMENT

[GRAPHIC OMITTED] BROKER MEMBERSHIP AGREEMENT This Agreement, dated, _________________is between Red Carpet Real Estate Service, ("Red Carpet") and ________________________________, ("Broker") dba, ________________________________________, ("The Business"), Broker's State of Registration ____, Address:__________________________________________________________ __________________________________, Telephone number: ________________________________. Red Carpet has been established for the purpose of developing a unique membership of real estate brokerage businesses under the name "Red Carpet Real Estate Service ("The Membership"). B. Broker is a fully licensed and registered real estate broker in good standing with the State listed above, and has conducted real estate business for no less than two years, as described in Broker Membership Application. C. Broker has applied to join the Membership and participate in the Membership under the terms and conditions contained in this Agreement. in consideration of the following mutual promises, the parties agree that: 1. ADMISSION. (a) Red Carpet admits Broker into the Membership and authorizes Broker to operate the Business using the trade name Red Carpet Real Estate Service Membership . (When using Red Carpet Real Estate Service Membership as part of its trade name, Red Carpet Real Estate Service Membership may only be followed by Broker's DBA Name). (b) Red Carpet authorizes the Business to use Red Carpet 's trademarks and service marks and participate in the Membership's programs and other benefits so long as Broker remains in good standing under this Agreement. Broker acknowledges that Red Carpet, at its discretion, may modify its programs from time to time as necessary. 2. TERMS: The term of this Agreement is five years, beginning ___________________________. This Agreement may be renewed for an additional five year term under the terms available at the time of renewal if Broker gives written notice of renewal to Red Carpet at least ninety (90) days prior to the end of its initial term, is in good standing at such time, sends with its notice a renewal fee of $500.00, and signs the Red Carpet Membership Agreement in effect at the time of renewal. (a) Broker agrees to pay Red Carpet upon signing this Agreement a non-refundable Membership Fee of $1,500.00. (b) Broker also agrees to pay Red Carpet monthly dues of $100.00 for the Broker and $40.00 for each additional Associate. An Associate is defined as any licensed broker, salesperson or assistant who is affiliated, directly or indirectly, with Broker, and/or who uses the marks or programs of Red Carpet in any way. Within 5 days after an Associate becomes affiliated with the Business, Broker must give written notice of such affiliation to Red Carpet . Failure to report such affiliation within the 5 day period shall be considered a material default of this Agreement, and Broker agrees to pay Red Carpet $250.00 per month for any and all new Associates from the date of affiliation with Broker until Red Carpet receives written notice hereunder. So long as Broker follows the reporting requirements outlined in this Section, dues for a new Associate will commence on the first month following the second full month of affiliation.. (c) Broker agrees to pay the dues each month and authorizes Red Carpet to make a direct transfer of the dues from Broker's bank account or designated credit card between the 20th and 25th day of each month. Broker will sign the Authorization attached to this Agreement as Schedule A and take any additional action that may be required by Broker's bank to set up and maintain direct transfer bank authorization. Broker will maintain sufficient funds in the designated bank account or sufficient credit limits with the designated credit card at all times to allow timely honoring of each transfer. No payments may be made from Broker's trust accounts. (d) If any payment of dues is not received by Red Carpet when due, Broker will pay a late payment fee for the additional collection costs and pay interest on the delinquent amount at the highest rate permitted by law until paid in full. The amount of the late payment fee will be $25.00 if the full delinquent amount and late payment fee are received by Red Carpet on or before the first day of the month following the date payment was due, or $100.00 if received thereafter.

(e) Red Carpet, from time to time, intends to offer additional services over and above those services included in the Membership which may require additional fees. These services will be optional and are not required to participate in the Membership. Broker herein agrees to pay the sum of $100.00 on each closed transaction unit to Red Carpet as a service fee. The fee shall become due and payable immediately upon the closing of each closed unit. From this fee the 1

Broker shall be reimbursed 30% of the fees collected for Red Carpet Real Estate Service name and trademark promotion). Broker shall be entitled to reimbursement only for months when Broker's closed units exceed four. Reimbursements shall be made quarterly upon submission of advertising copy accompanied by a paid invoice. Broker shall be invoiced annually a fee of $295.00 for computer services. Such fee is due and payable upon receipt of invoice. 3. GOOD STANDING: "Good Standing" means that Broker is current with all payments owed to Red Carpet or its affiliates, remains fully licensed and registered as set forth above in section C2(b), has not been convicted of a felony and is in full compliance with Section 6(b) below and all other requirements of this Agreement. Broker warrants that the Broker's license submitted with Broker's Membership Application is in full force and effect. Broker agrees to notify Red Carpet immediately of any suspension or revocation of such license and to deliver to Red Carpet, immediately after each license renewal, a true and correct copy of the renewed license. 4. USAGE OF MARKS: Broker agrees to use the Marks only in the ways designated by Red Carpet. Broker will never use the Marks in a way which may be in bad taste or inconsistent with the high quality reputation of the Membership and its public image or tend to bring disparagement, ridicule, or scorn upon the Marks, the Membership or its goodwill. Broker agrees that all goodwill associated with the Marks and the Membership belong exclusively to Red Carpet . Broker will never, during the term of this Agreement or thereafter, directly or indirectly contest the validity, ownership or use of the Marks by the Membership or the rights of Red Carpet to the Marks. Broker acknowledges that the authority to use the Marks set forth in this Agreement is not exclusive and that Red Carpet may grant similar authority or license at its sole discretion to other brokers within and outside the trade area covered by Broker. Broker further acknowledges that an affiliate of Red Carpet has granted and will continue to grant franchise licenses for the operation of franchised businesses under the name "Red Carpet Real Estate Service" and agrees to cooperate with such franchisees and not interfere with their business interests. 5. RELATIONSHIP. Broker is not and will not represent or hold itself out as being an agent, legal representative, joint venturer, partner, employee or servant of Red Carpet for any purpose. Broker is not authorized to make any statement or to create any obligation, expressed or implied, on behalf of Red Carpet or the Membership. Broker agrees to identify itself as an independently owned and operated business when using any of Red Carpet's trademarks or service marks. The parties intend that the relationship between them is defined as an exemption by the Federal Trade Commission's Trade Regulation Franchise Rule, 16 CFR 436.2(a) (3)(i),(h). Broker agrees that it is not relying on Red Carpet or its expertise to operate the Business successfully or make it profitable, or for significant assistance in its methods of operation, including but not limited to, its business organization, management, marketing plan, promotional activities, or business affairs. 6. INDEMNIFICATION: (a) Broker will indemnify Red Carpet, its parent and affiliates and its and their officers, directors, employees, agents, affiliates, successors and assigns from and against any and all claims in any way related to the operation of the Business or the property where the business is operated and any and all fees (including reasonable attorneys' fees), costs and other expenses incurred by or on behalf of Red Carpet in the investigation of or defense against any such claim. (b) Broker agrees to obtain within thirty (30) days after the date of this Agreement and will continue to maintain in full force and effect throughout the term of this Agreement, an insurance policy or policies (the "Insurance") with the following protections: (i) General liability insurance insuring the Business and its primary owners and managers against any claims, losses or liabilities arising out of or in connection with the operation of the Business and the ownership of property used in the Business with minimum coverage of $200,000 per person, $500,000 per incident, and $50,000 property damage; (ii) Errors and omissions coverage against any customer claims, with minimum coverage of $1,000,000; and (iii) Vehicle liability insurance for all vehicles used in the business with minimum coverage of $100,000 per person and $300,000 per accident for bodily injury, and $50,000 for property damage. Broker agrees to report all transactions to its Errors and Omissions insurance provider as required by such policy. Failure to report each and every transaction as required by such policy shall be considered a material default of this Agreement. Broker agrees that Red Carpet shall be named as an additional insured on the Insurance. Broker agrees that it will not use the Marks until such insurance has been obtained and Red Carpet has received a true and correct copy thereof as well as a certificate of insurance showing compliance with the requirements of this Agreement, stating that the insurance will not be canceled or altered without at least thirty days (30) days prior written notice to Red Carpet.

(c) If Red Carpet has not received the above within thirty (30) days after the date hereof, this Agreement shall be automatically canceled, and a failure to maintain such insurance is a material default of this Agreement. The Insurance must be written by a responsible insurance company or companies satisfactory to Red Carpet. If Red Carpet fails to enforce this requirement for whatever reason, it shall not be deemed in any way to have waived its rights under this Section. 2

7. PERSONAL CONTRACT. Broker agrees that a the primary reason that Red Carpet is admitting Broker to the Membership is the personal confidence it has in Broker and its management. No person will succeed to any of Broker's rights under this Agreement by virtue of any voluntary or involuntary proceeding in bankruptcy, receivership, attachment, execution, assignment tor the benefit of creditors, other legal process or transfer not expressly authorized by Red Carpet . Any attempt by Broker to transfer any of its rights or interest under this Agreement without Red Carpet's authorization will constitute a material breach of this Agreement, in which case Red Carpet may terminate this Agreement immediately upon written notice to Broker. Red Carpet will not be bound by an attempted transfer, by law or otherwise, of any part or all of this Agreement unless Broker has received Red Carpet 's prior written consent, which will not be unreasonably withheld. Broker will pay Red Carpet a transfer fee of $1,000.00 with its request for a consent to transfer, and must be in good standing at the time of such request. In considering a request for transfer, Red Carpet will consider qualifications, apparent ability and credit standing of the proposed transferee as if he or she were a prospective direct purchaser of a membership in the Membership. 8. COVENANT Broker expressly agrees during the term hereof: (a) to maintain its good standing at all times, (b) to comply with the reporting requirements of Sections 2(b), 3 and 6(b) of this Agreement, 6(c) to provide full, true and accurate information as necessary, to maintain in full force and effect the Insurance required by Section 6 (b) above, and (d) to provide at the Business at all times service which meets Red Carpet 's service requirements as set forth from time to time in writing and sent to Broker. Broker's failure to maintain any of its obligations under this Section 8 shall be considered a material default of its obligations hereunder. 9. Red Carpet may terminate this Agreement in full following thirty (30) days written notice unless Broker has cured such default or failure within such thirty day period. The parties agree that in such event, actual damages to Red Carpet would be extremely difficult to ascertain, and consequently broker agrees to pay Red Carpet as liquidated damages all dues which would otherwise be required to be paid to Red Carpet during the six (6) months following termination in addition to any payments due hereunder. (b) Broker may terminate this Agreement without cause by giving written notice to Red Carpet in the first six (6) months prior to termination or by including with such notice full payment of all dues which would be due hereunder during such six (6) month period, in which case the termination shall be effective upon receipt of the notice and payment by Red Carpet. In each case, Broker must be and remain current in all amounts otherwise due under this Agreement for such notice to be effective. (c) This Agreement will be automatically and immediately terminated if a petition for bankruptcy, an arrangement for the benefit of creditors or a petition for reorganization is filed by or against Broker, or if Broker will make any assignment for the benefit of creditors, or if a Receiver or Trustee is appointed for the Business, unless remedied to Red Carpet's satisfaction within twenty (20) days. (d) When this Agreement expires or terminates for any reason, Broker must immediately discontinue the use of the Marks and return all items bearing the Marks to Red Carpet, and remove all of the Marks from the Business to Red Carpet 's satisfaction. 10. CONFIDENTIALITY: (a) Broker agrees that Red Carpet is the owner of all rights in and to the system employed by the Membership, and that such system contains trade secrets which are revealed to Broker in strictest confidence. Broker agrees not to disclose, duplicate, license, sell or reveal any portion of any confidential documents within the system to any other person, except an employee or Associate of Broker required by his or her work to be familiar with such information. Broker agrees to keep and respect all confidential information received from Red Carpet, to obtain from each of the Business's Associates an agreement to keep and respect all such confidences and to be responsible for its compliance with such agreements. (b) Neither Broker nor any Associate will, directly or indirectly, engage in or have any interest whatsoever in any Similar Business or provide services to a Similar Business without Red Carpet's prior written consent. A "Similar Business" is any business which primarily involves assisting in the sale of real property for a fee or commission. (c) Broker agrees that any violation of this Section 10 would result in irreparable injury to Red Carpet and the Membership and that Red Carpet would be without an adequate remedy at law. In the event of a breach or threatened breach of this Section 10, Red Carpet will not be required to prove actual or threatened damage in

order to obtain a temporary or permanent injunction or a decree for specific performance of these terms. Red Carpet shall also be entitled to any other remedies which it may have at law or in equity. Each of these covenants will be construed as independent of each other and of any other provision of this Agreement. If all or any opinion of this Section 10 is held unenforceable by a court having valid jurisdiction in a final decision between the parties hereto and from which no appeal has or may be taken, Broker expressly agrees to be bound by the remaining portion of this Section. 3

11. TRADEMARK INFRINGEMENT. If Broker refuses to comply with a written notice of termination sent by Red Carpet and a court later upholds such termination of this Agreement, any operation of the Business by Broker using the Marks from and after the date of termination stated in such notice will constitute trademark infringement by Broker, and Broker will be liable to Red Carpet for damages resulting from such infringement, including, without limitation, any profits made by Broker. 12. ARBITRATION: Except as set forth in this Section 12, any dispute between the parties which involves this Agreement and cannot be resolved by the parties themselves must be submitted to binding arbitration in accordance with the rules of the American Arbitration Association applicable to commercial arbitrations. Such arbitration will be held within the county where Red Carpet executive headquarters are located ("the Home County"), and judgment upon the decision of the arbitrator may be entered in any court having jurisdiction over the matter. However, arbitration will not be used for any dispute which involves Broker's continued usage of any of the Marks or any issue involving injunctive relief against Broker, all of which issues will be submitted initially to a court within the Home County. The parties expressly consent to personal jurisdiction in the Home County as set forth above and agree that such courts will have exclusive jurisdiction over any such issues not subject to arbitration. 13. MISCELLANEOUS. (a) The expiration or earlier termination of this Agreement will not discharge or release a party from any liability or obligation then accrued or any liability or obligation continuing beyond or arising out of the expiration or earlier termination of this Agreement, including without limitation the indemnification requirement contained in this Agreement. Whenever the consent of a party is sought or required hereunder, such consent will not be unreasonably withheld. If any pan of this Agreement is for any reason declared invalid, unenforceable or impaired in any way the validity of the remaining paragraphs will not be affected thereby, and such remaining portions will remain in full force and effect as if this Agreement had been executed with such invalid opinion eliminated. It is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including therein any such portions which might be declared invalid. (b) If either party initiates any legal proceeding which involves issues arising out of this Agreement, the prevailing party in such action will be paid its reasonable attorneys' fees and costs by the other party. The parties agree that the law of the state where the Business is located will apply to the construction and enforcement of this Agreement and govern all questions which arise with reference hereto. (c) The headings inserted in this Agreement are for reference purposes only and will not affect the construction of this Agreement or limit the generality of any of its provisions. This Agreement and the documents referred to herein constitute the entire agreement between the parties and supersede and cancel any and all prior and contemporaneous agreements, understandings, representations, inducements and statements, oral or written, of the parties in connection with the subject matter hereof. Except as expressly authorized herein, no amendment or modification of this Agreement will be binding unless executed in writing by both parties. A facsimile of a signed copy of this Agreement will be accepted as if it were a signed original. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. "Member Broker"
-------------------------------------Name of Company By: ----------------------------------By ----------------------------------By ---------------------------------

RED CARPET REAL ESTATE SERVICE "Red Carpet" By:

Authorized Officer 4

This contract is not valid until signed by an Officer of Red Carpet Real Estate Service GUARANTY Each undersigned Guarantor, jointly and severally, covenants, promises to pay or cause to be paid all monies which become payable by Member licensee under this Agreement Each Guarantor adopts each and every covenant to be preformed by Member License and agrees with Licensor and Red Carpet Real Estate Service to perform and observe all such covenants. Licensor entering into this Agreement with Licensee constitutes consideration for this Guaranty. The receipt an sufficiency of this consideration is acknowledged by the signature of each Guarantor.
----------------------------------Name (Typed or Printed) WITNESS: ----------------------------------Signature --------------------------------------Signature --------------------------------------Name (Typed or Printed)

5

EXHIBIT 10.19 STOCK PURCHASE AGREEMENT DATED SEPTEMBER 10, 1998

STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of September 10, 1998, by and between Aspen, Benson & May Investment Bankers LLC., a limited liability corporation organized under the laws of the California ("LLC"), and HomeLife Inc., a corporation organized under the laws of the State of Nevada ("HMLF"). LLC shareholders (collectively, the "Shareholders") desire to sell their stock. LLC and its Shareholders may sometimes be collectively referred to herein as "Shareholders" or "Selling Parties." HMLF is often referred to as "Buyer." RECITALS A. Shareholders are the holders of all the outstanding shares of equity securities of LLC (the "Shares"). B. Outstanding equity securities of LLC are 10,000 common shares as of September 1, 1998. C. Shareholders each desire to sell to Buyer, and Buyer desires to purchase from Shareholders, all of Shareholders' right, title and interest in and to the Shares upon the terms and conditions set forth herein. NOW THERE FORE, in consideration of the mutual benefits to be derived from this Agreement, the parties represent, warrant, and LLC as follows: AGREEMENT SECTION 1. PURCHASE AND SALE OF SHARES. 1.1 PURCHASE AND SALE. At the Closing (as defined below), and upon the terms set forth herein, Shareholders will sell, transfer, assign, convey, grant, and deliver to Buyer, and Buyer will purchase and acquire from Shareholders, all right, title, and interest of Shareholders in and to the Shares, such that, following the Closing, LLC will become a wholly-owned subsidiary of Buyer. 1.2 PURCHASE PRICE. The purchase price (the "Purchase Price") for all LLC Shares shall be considered the number of common shares of HomeLife, Inc. according to the following formula: a) Number of shares equal to total salary ( as defined in 1.2 (b)) divided by the average of the last closing bid price of the common stock of HomeLife, Inc. as reported by the National Association of Securities Dealers automated System (NASDAQ) on the last trading day of each month for the period from September 1998 through December 1999. b) Total Salary equal to an annual salary of $60,000 for the period from September 10, 1998 through December 31, 1999, equal to 15 1/2 months, or $77,500. 1.3 PAYMENT OF PURCHASE PRICE. Calculation of purchase price shall be done on January 3, 2000. Buyer's stock agent shall then notify Shareholders that their HMLF stock has been entered into the transfer agent's books and that certificates for such shares will be mailed, by certified mail, within five (5) days from the transfer agent's office via certified mail, to such addresses as Shareholders shall instruct. SECTION 2. THE CLOSING 2.1 TIME AND PLACE. The Closing of the transaction contemplated by this Agreement (the "Closing") shall occur at a time, date and place as the parties hereto shall designate in writing. The Closing shall occur no later than September 15, 1998. SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. LLC and its Shareholders, jointly and severally, represent, warrant, and LLC as follows: 1

3.1 ORGANIZATION AND STANDING OF LLC. LLC is a corporation duly organized, validly existing, and in good standing under all laws of the California and has full power and authority to carry on the business of LLC as now conducted. LLC is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the nature of its business conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on LLC's financial condition or results of operations. 3.2 AUTHORITY; CAPITALIZATION. (a) The execution, delivery and performance of this Agreement by LLC and the consummation by LLC of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of LLC. This Agreement has been duly executed and validly delivered by Selling parties and is a valid and binding Agreement of Selling Parties, enforceable against them in accordance with its terms, except as may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally. (b) Shareholders are the lawful beneficial and record owners of all (100%) of the. issued and outstanding shares of LLC's equity securities. All of the Shares, preferred, common or otherwise, have been duly and validly issued, are fully paid and non-assessable, and will be conveyed hereunder free and clear of all liens, security interests, encumbrances, pledges, restrictions, charges, demands, and claims of any kind and nature whatsoever, whether direct or indirect or contingent. There are no options or other Agreements of any kind granted or issued by LLC which provide for the purchase, issuance, encumbrance or transfer of any additional shares of the capital stock of LLC nor are there any outstanding securities granted or issued by LLC that are convertible into any shares of the equity securities of LLC. LLC does not have outstanding any bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible or exercisable into securities having the right to vote) with holders of LLC's capital stock on any matter. 3.3 EFFECT OF AGREEMENT. (a) The execution, delivery, and performance of this Agreement and consummation of the transactions contemplated herein by Selling Parties will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which Selling Parties are subject, (ii) violate any judgment, order, writ, or decree of any court or other tribunal or any agency applicable to Selling Parties, or (iii) result in the breach of or conflict with any term, covenant, condition, or provision of, or result in the creation of any lien or encumbrance on their respective assets under any commitments, contracts, or other Agreements or instruments to which such Selling party is a party or by which any of its assets is or may be bound. 3.4 LICENSES AND PERMITS. LLC possesses all material licenses and permits necessary to conduct its business as now operated. Such licenses and permits are valid and in full force and effect. No action or claim is pending or threatened to revoke or terminate any such licenses or permits or declare any of them invalid in any respect. 3.5 BROKERS AND FINDERS. No broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission payable by Selling Parties in connection with the transactions contemplated by this Agreement, based upon arrangements made by or on behalf of Selling Parties or any of its affiliates. 3.6 LITIGATION. There is no litigation, actions, investigations, arbitration, or other proceedings currently pending or threatened to which LLC is, or will likely be, a party. LLC is not subject to any outstanding order, writ, injunction, or decree of any court, government, governmental authority or agency, or arbitration against it or affecting or relating to its assets or business which could have a material adverse effect on such assets or business. SECTION 4. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS. Each Shareholder represents and warrants to Buyer with respect to himself or herself, as of the date hereof and as of the Closing, as follows: 2

4.1 INDEPENDENT INVESTIGATION. Shareholder acknowledges that, in entering into this Agreement, Shareholder has relied on Shareholder's own independent investigations and has not relied upon any representations or other information (whether oral or written) from Buyer, or its officers, directors, agents, employees or representatives regarding Buyer, its business or financial condition. Shareholder acknowledges that he or she and his or her advisors, if any, have, prior to entering into this Agreement, been given information on Buyer and its business as requested. 4.2 ORDERLY SALE OF SHARES. Shareholders agree that collectively that Shareholders will not sell, transfer, or dispose of more than twenty thousand (20000) shares within any 90 day period. Shareholders further agree that Buyer will be first offered such shares for purchase, and in the event that Buyer does not desire to purchase same, will allow Buyer to assist appropriately in the orderly marketing, placement, re-registration, or sale of such stock. SECTION 5. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents, warrants, and agrees as follows: 5.1 ORGANIZATION AND STANDING OF BUYER. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and has full power and authority to carry on its business as now conducted. 5.2 AUTHORITY OF BUYER. The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and is a valid and binding Agreement of Buyer, enforceable against it in accordance with its terms, except as may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor's rights. 5.3 EFFECT OF AGREEMENT. The execution, delivery, and performance of the Agreement and consummation of the transactions contemplated herein by Buyer will not, with or without the giving of notice or the lapse of time, or other, (i) violate any provision of law, statute, rule, or regulation to which Buyer may be subject; (ii) violate any judgment, order writ, or decree of any court or other tribunal or any agency applicable to Buyer or its properties; or (iii) result in the breach of or conflict with any term, covenant, condition, or provision of, or result in the creation of any lien or encumbrance on its assets under, any commitments, contracts, or other Agreements or instruments to which Buyer is a party or by which any of its assets or properties is or may be bound or affected. 5.5 LISTING. The shares of common stock of Buyer are currently traded on NASDAQ's Over-the-counter Bulletin Board. Buyer makes no representations or warranties regarding obtaining a listing of its securities on any other stock exchange. SECTION 6. CERTAIN COVENANTS AND AGREEMENTS. 6.1 CONDUCT OF LLC PRIOR TO CLOSING. From the date hereof and until the Closing Date, LLC shall: (a) Operate its business only in the usual and ordinary course and consistent with LLC's current practice, and not purchase, sell, lease, transfer, encumber or dispose of any assets except in the ordinary course of business and with notice of same to Buyer; and (b) Use its best efforts to preserve LLC's present organization and goodwill intact, including the present business relationships and goodwill with customers, suppliers, and other who have dealings with LLC; and (c) Pay all costs, expenses, liabilities, and capital expenditures of LLC relating to its business in the ordinary course when due; and (d) Provide Buyer and its employees, counsel, accountants, and advisors with full access 3

upon reasonable notice during normal business hours to all of the properties, personnel, financial and operating data, books, contract, and records of LLC in connection with Buyer's review of LLC and its operations, provide such further access and information as Buyer may reasonably request from time to time, and in general to cooperate fully with Buyer and to assist Buyer in its due diligence investigation of LLC's business and assets. 6.2 NONCOMPETE AGREEMENT. Subject to the terms and conditions of the attached Work for Hire Agreement (Exhibit A), each Shareholder will not, individually or in concert with any other person or entity, directly or indirectly, whether as an owner, member, partner, officer, employee, director, trustee, stockholder (except of not more than one (1%) percent of the outstanding stock of any company purchased for investment purposes only), agent, manager, consultant, associate, or otherwise, own, manage operate, join, control, finance, organize, participate in, work for, permit the use of his/her name by, or be connected in any manner with any business activity within the United States which is competitive with any aspect of the business of LLC so long as LLC carries on such business, whether under its current name or otherwise. It is intended that the covenant contained in this paragraph shall be deemed to be a series of separate covenants, one for each county in the United States. Except for geographic coverage, each such separate covenant contained shall be deemed identical in terms with the covenant contained in this paragraph. If in any judicial proceeding, a court should refuse to enforce all of the separate covenants deemed included in this paragraph because, taken together, they cover too extensive a geographic area, it is intended that those of such covenants which, if eliminated, would permit the court to enforce the remaining separate covenants to be enforced in such proceeding, and shall, for the purpose of such proceeding, be deemed eliminated for the provisions hereof In the event of a breach or threatened breach of this Section, Buyer shall be entitled to an injunction restraining such breach, without the requirement of posting bond; but nothing herein shall be construed as prohibiting Buyer from pursuing any other remedy available to it as a result of such breach or threatened breach. 6.3 CONTINUED RELATIONSHIP. William Slivka agrees to associate with LLC, or its successor or assigns, for the period of September 10, 1998 through December 31, 1999 in accordance with and upon the terms and conditions stated in a mutually agreeable Work for Hire Agreement, attached to this Agreement as Appendix C and incorporated herein by reference. During the term of such Work for Hire Agreement, William Slivka shall have office locations suitable to their duties in San Rafael California or such other locations as deemed necessary. SECTION 7. INDEMNIFICATION. 7.1 BUYER'S INDEMNIFICATION. Buyer shall indemnify, defend and hold harmless the Shareholders and LLC, together with its officers, directors, agents, and affiliates (collectively, the "Selling Parties' Indemnified Parties"), from and against any and all claims, demands, causes of action, liabilities, damages, deficiencies, losses, obligations, costs and expenses (including attorney fees and any costs of investigation) that a Selling Parties' Indemnified Party shall incur or suffer that arises, results from or relates to: (a) the operation of LLC's business or corporation on or after the Closing (b) Buyer's breach of any representation or warranty or its failure to fulfill any Agreement or covenant contained in this Agreement or any certificate, document or instrument delivered at the Closing. 7.2 LLC'S INDEMNIFICATION. LLC and the Shareholders, jointly and severally, shall indemnify, defend and hold harmless Buyer and its officers, directors, agents, and affiliates (collectively, the "Buyer's Indemnified Parties"), from and against any and all claims, demands, causes of action, liabilities, damages, deficiencies, losses, obligations, costs and expenses (including attorney fees and any costs of investigation) that a Selling Parties' Indemnified Party shall incur or suffer that arise, result from, or related to: (a) The operation of the business of LLC in which the principal events giving rise thereto substantially occurred prior to the Closing or which result from or arise out of any action or inaction prior to the Closing of the Shareholders, LLC or any director, officer, employee, agent, representative or subcontractor of LLC; and 4

(b) Any Selling Party's breach of any representation or warranty or a failure to fulfill any Agreement or covenant contained in this Agreement, any Schedule hereto, or any certificate, document or instrument delivered at the Closing. 7.3 INDEMNIFICATION PROCEDURES. Each party agrees promptly to give the other written notice of any assertion by any third party against it as to which it may request indemnification hereunder. The indemnifying party hereunder shall have the right, upon notice to the other within thirty (30) days after receiving any such notice, to defend with counsel satisfactory to the indemnified party any such third party suits, claims, or proceedings, but the indemnified party may participate in the defense of any such suit, claim, or proceeding at its expense. Each party agrees not to settle or compromise any such third party suit, claim, or proceeding without the prior written consent of the other. SECTION 8. CONDITIONS TO CLOSING. 8.1 CONDITIONS TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to close hereunder shall be subject to the following conditions: (a) The representations and warranties of Selling Parties shall be correct and complete in all material respects at and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date; (b) Selling Parties shall have performed and complied in all material respects with the covenants, conditions and other obligations under this Agreement which are to be performed or complied with by it on or prior to the Closing Date; (c) Buyer shall have received a certificate executed by Selling Parties, reasonably satisfactory to Buyer, certifying that (i) the representations and warranties of LLC and the Shareholders shall be correct and complete in all material respects at and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, and (ii) the conditions specified in Sections 8. 1 (a) and (b) have been satisfied or waived; (d) Buyer shall have completed a due diligence examination relating to LLC, its business and assets, to the extent it deems necessary and shall be satisfied with the results thereof in its sole discretion, and shall have given LLC notice of its satisfaction; and (e) There shall have occurred no material adverse change in the business or financial condition of LLC from that disclosed in the Financial Report after taking into account seasonal adjustments. 8.2 CONDITIONS TO SELLING. PARTIES' OBLIGATION TO CLOSE, The obligation of Selling Parties to close hereunder shall be subject to the following conditions: (a) The representations and warranties of Buyer contained in this Agreement shall be correct and complete in all material respects at and as of the Closing Date as though such representations and warranties were made on and as of the Closing date; and (b) Buyer shall have performed and complied in all material respects with the covenants, conditions and other obligations under this Agreement which are to be performed or complied with by it on or prior to the closing Date; and (c) Selling Parties shall have received a certificate executed by Buyer, reasonably satisfactory to Selling Parties, certifying that (i) the representations and warranties of Buyer shall be correct and complete in all material respects at and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, and (ii) the conditions specified in Sections 8.2(a) and (b) have been satisfied or waived. 5

8.3 CONDITION TO EACH PARTY'S OBLIGATION TO CLOSE. The obligations of the parties to close hereunder shall be subject to the following conditions: (a) NO RESTRAINTS No statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court or governmental entity of competent jurisdiction which enjoins or prohibits the consummation of this Agreement and shall be in effect; and (b) LEGAL ACTION. There shall not be pending or threatened in writing any action, proceeding or other application before any court or governmental entity challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain any material damages. SECTION 9. MISCELLANEOUS. 9.1 TERMINATION. This Agreement may be terminated at any time prior to the Closing Date: (i) by mutual consent of Buyer and Selling Parties, or (ii) by Buyer or Selling Parties if the conditions set for in Section 8 shall not have been satisfied on or prior to Closing, or (iii) by Buyer if Buyer is not satisfied in its sole discretion with the results of the due diligence investigation, or (iv) by Buyer if, at any time prior to the Closing, there shall occur a material breach of any of Selling Parties' representations, warranties, or covenants contained in this Agreement and such breach would material and adversely affect the benefits to be derived by Buyer from the transaction contemplated hereby, or (v) by Buyer and Selling Parties if the Closing shall not have been consummated on or before September 12, 1998 (or agreed upon extensions thereto), provided that the right to terminate this Agreement under this section shall not be available to any party whose breach of its representations and warranties in this Agreement or whose failure to perform any of its covenants and Agreements under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date. 9.2 CONFIDENTIALITY AGREEMENT. Unless and until the Closing is consummated, Selling Parties and Buyer, and their respective officers, directors, and representatives, as the case may be (each a "Recipient"), will keep confidential any and all information which is or has been furnished to it by or on behalf of Selling parties or Buyer (each a "Provider") in connection with the transactions contemplated by this Agreement (the "Confidential Information"), and shall use the Confidential Information solely in connection with the transactions contemplated by this Agreement. Recipient shall not disclose any Confidential Information to any person or entity, except to its own accountants, attorneys, consultants, or employees on a "need-to-know" basis in connection with the transactions contemplated by this Agreement. All Confidential Information shall remain the property of the Provider. If this Agreement is terminated, the Recipient shall promptly return all Confidential Information to the Provider and either destroy any writings prepared by or on behalf of Recipient based on Confidential Information (and certify such destruction to the Provider) or deliver any and all such writings to the Provider. Confidential Information does not include information which is or become (but only when it becomes) generally available to the public other than as a result of disclosure in violation of this provision. The parties acknowledge the unique nature of the Confidential Information and that any actual or threatened disclosure of Confidential Information in violation of the terms of the Agreement will cause substantial and irreparable harm to Provider. Accordingly, in the event of a breach or threatened breach of this Agreement, Provider shall be entitled to an injunction restraining such breach, without the requirement of posting bond; but nothing here shall be construed as prohibiting Provider from pursuing any other remedy available to it as a result of such breach or threatened breach. 9.3 NOTICES. All notices, requests, demands and other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or by facsimile, or when mailed by registered or certified mail, postage prepaid, return receipt requested, as follows:
If to Buyer, to the following: HomeLife, Inc. 4100 Newport Place, Suite 730 Newport Beach, CA 92660 Attention: Mr. Andrew Cimerman, Chairman 6

If to LLC, to the following:

Aspen, Benson, & May Investment Bankers, LLC 125 Larkspur Avenue Suite 202 San Rafael, California 94901 Attention: William Slivka

or to such other address as any party may designate from time to time by written notice to the other given in the foregoing manner 9.4 EXPENSES. Except as otherwise provided herein, each of the parties hereto shall bear the expenses separately incurred by them in connection herewith, including, without limitation, their respective attorneys' fees and all other costs. Specifically, if this transaction does not close, without the fault of either party, then expenses of each party shall be their own costs. 9.5 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of California, without regard to principles of conflict of laws. 9.6 ENTIRE AGREEMENT; MODIFICATION. This Agreement supersedes any and all oral or written Agreements heretofore made relating to the subject matter hereof and constitutes the entire Agreement of the parties relating to the subject matter hereof. At his/her Agreement may not be changed or modified except by an Agreement in writing signed by Selling Parties and Buyer. 9.7 NO IMPLIED RIGHTS OR REMEDIES. Except as other-wise expressly provided herein, nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person, firm or corporation, other than the parties hereto, any rights or remedies under or by reason of this Agreement. 9.8 HEADING. The headings in this Agreement are inserted for convenience or reference only and shall not be a part of or affect the meaning of this Agreement. 9.9 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9.10 SUCCESSORS AND ASSIGNMENT. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but no party shall have the right to assign this Agreement without the prior written consent of the other party, except that Buyer may assign all or a portion of its rights and obligations hereunder to any entity which controls, is controlled by, or is under common control with Buyer. In the event of any such assignment by Buyer, Buyer shall remain fully and primarily liable for the obligations of "Buyer" hereunder, and in any event, the HomeLife shares to be issued hereunder shall be shares of the common stock of HomeLife, Inc., a Nevada corporation. 9.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made by the parties in this Agreement, any Schedule hereto, or any certificate, document or instrument delivered at the Closing, shall survive the Closing indefinitely, notwithstanding any investigation or audit conducted by any party before or after the Closing or the decision of any party to consummate the transactions contemplated hereby. 9.12 PUBLIC ANNOUNCEMENTS. Neither Buyer or Selling Parties or LLC shall make, issue or release any oral or written public announcement or statement concerning or publicly reveal the transactions under this Agreement without first obtaining the other party's prior written approval of the contents of such announcement or statement, except that after the Closing, Buyer may make such announcements as it deems necessary or appropriate. 9.13 REMEDIES CUMULATIVE. No remedy herein conferred upon the parties is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. 9.14 EXECUTION OF ADDITIONAL DOCUMENTS. Each party hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions as may be reasonably required in

7

order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. 9.15 ATTORNEYS FEES. In the event of any legal, equitable or administrative action or proceeding brought by any party against another party under this Agreement, the prevailing party shall be entitled to recover the reasonable fees of its attorneys and any costs incurred in such action or proceeding including costs of appeal, if any, in such amount that the court or administrative body having jurisdiction over such action may award. 10. BOARD OF DIRECTOR'S APPROVAL. This agreement is subject to the approval of the Board of Director's of HomeLife, Inc. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. Aspen, Benson & May Investment Bankers, LLC a California limited Liability Corporation
By: /s/ William Slivka -----------------------------------------William Slivka

HomeLife, Inc., a Nevada Corporation
By: /s/ Andrew Cimerman --------------------------------Andrew Cimerman

8

EXHIBIT 10.20 EMPLOYMENT AGREEMENT BETWEEN HOMELIFE, INC. AND ANDREW CIMERMAN

EMPLOYMENT AGREEMENT This employment agreement (the "Agreement") is made effective as of October 25, 1995 (the "Effective Date"), by and between HomeLife, Inc. (the "Employer") with head offices located at 4100 Newport Place, Suite 730, Newport Beach, CA 92660 and Andrew Cimerman (the "Employee"). Recitals WHEREAS the Employer is desirous of employing the Employee upon the following terms and conditions; AND WHEREAS the Employee has agreed to enter into the employment of the Employer and for other good and valuable consideration, the parties hereto agree as follows; AGREEMENT A. EMPLOYMENT OF EMPLOYEE 1. TERM OF AGREEMENT. This relationship shall be established for a period of give (5) years, with option for a additional five year period at the sole option of the Employee. Nothing precludes Employer or Employee from extending or modifying this Agreement subsequently in a mutually agreeable contract, signed by those parties at a future date. 2. RUNNING THE BUSINESS. The Employee acknowledges that his primary responsibility is the running of the Business. The Employee shall receive directions from and carry out the instructions of the Board of Directors. 3. DIRECTION OF THE BOARD OF DIRECTORS. The Employee shall abide by the decisions and take direction from the Board of Directors. B. EMPLOYMENT PRACTICES 1. INDEMNIFICATION. The Employee shall indemnify and save the Employer harmless from and against all losses, costs, charges, damages and expenses which the Employer may at any time sustain or suffer on account of the misconduct, negligence, misrepresentation, dishonesty or default of the Employee. 2. EMPLOYEE LIABILITY. Where, under the terms of this Agreement, the Employee shall have no liability to the Employer beyond those incurred in the his normal course of work. C. VACATION SICKNESS 1. VACATION. The Employee shall be entitled to such vacation as he determines. 2. SICKNESS. If the Employee shall be entitled to such sick days as he determines. D. REMUNERATION 1. REMUNERATION. The Employee shall be paid remunerated according to Schedule A. 2. INCURRING EXPENSES. The Employer herein agrees and acknowledges that the Employee will incur expenses directly relating to the performance of his duties, ie: motor vehicle, cellular telephone, pager entertainment, personal computer and home office, and herein agrees to reimburse the Employee for these expenses. 1

E. TERMINATION 1. TERMINATION OF EMPLOYEE. Employee may not terminate this Agreement without cause. Employee may terminate this Agreement immediately with cause. For purposes of this Agreement, "cause" for termination by Employee shall be: (a) a breach by Employer of any material covenant or obligation hereunder, not cured after sixty (60) day notice to Employer; (b) the voluntary or involuntary dissolution of Employer; or (c) any merger or consolidation in which Employer is not the surviving or resulting corporation. 2. TERMINATION BY EMPLOYER. Employer may not terminate this Agreement without cause. Employer may terminate this Agreement for cause at any time without notice. For purposes of this Agreement, the term "cause" shall be: (a) any felonious conduct or material fraud by Employee in connection with Employer or otherwise; (b) any embezzlement or misappropriation of funds or property of Employer by Employee; (c) any material of or material failure to perform any covenant or obligation under this Agreement; (d) gross negligence by Employee; (e) the consistent refusal by Employee to perform his material duties and obligations hereunder; or (f) Employee's willful and intentional misconduct in the performance of his material duties and obligations, in each case after written thirty (30) notice to Employee specifying the cause for termination, and in the case of the causes described in (c) and (e) above, the passage of not less than thirty (30) days after receipt of such notice, during which time shall have the right to respond to Employer's notice and cure the breach of other event giving rise to the termination. In the event that Employee is able to cure, this Agreement shall continue in full force and effect. The termination of a particular Employee shall not necessarily have any impact on other Employees in compliance with this Agreement. 3. CLAIM FOR DAMAGES. Upon any termination of the Employee in accordance with the terms of this Agreement, the Employee shall have no claim against the Employer for damages or otherwise and the Employer has no further obligation or liability to the Employee except to pay him for such services as may have been performed up to the date of termination of this Agreement as provided herein to be paid within two (2) weeks together with unearned vacation pay and severance pay in accordance with the Employment Standards Act. 4. RETURN OF INFORMATION. On the day of the termination of the Employee's employment, the Employee shall return to the Employer all copies of any forms or sales literature or other information acquired by or loaned to the Employee while employed by the Employer. F. GENERAL 1. TERMINATION OF ORAL AGREEMENTS. Any and all previous agreements, written or oral, between the parties hereto or on their behalf relating to the employment of the Employee by the Employer are hereby terminated and canceled and each of the parties hereto hereby releases and forever discharges the other party hereto of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such agreement. 2. NOTICE. Any notice, Payment or other delivery to be given or made hereunder shall be sufficiently made if in writing and mailed by prepaid registered post or delivered to the party to whom it is addressed as follows: If the Employer: HomeLife, Inc. 4100 Newport Place, Suite 730 Newport Beach, CA 92660 If the Employer: Any notice, payment or delivery so given or made shall be deemed to have been given or made on the day of delivery or, if mailed, on the second business day following the date of mailing. 3. ENTIRE AGREEMENT. The Employer and the Employee agree that this is the entire Agreement (together with Schedules A hereto) between the parties hereto and there are no other terms, conditions, representations, collateral

2

agreements or otherwise relating to the same. 4. SEVERABILITY. In the event that any covenant, provision or term of this Agreement is determined by any competent tribunal to be void or unenforceable in whole or in part, then the Agreement shall not fail but the covenant, provision or term shall be deemed to be severable from the remainder of this Agreement which shall remain and continue in full force and effect. 5. INTERPRETATION. The headings set forth in this Agreement are for convenience of reference only and shall not effect the interpretation hereof. 6. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the law of the State of California int he United States of America, and shall be treated in all respects as a California contract. 7. ENURE OF BENEFITS. The provisions hereof, where the context permits, shall enure to the benefit of and be binding upon the heirs, executors, administrators, and legal personal representatives of the Employee and the successors and assigns of the Employer respectively. When the context so requires or permits the masculine gender should be read as if the feminine were expressed. 8. COUNTERPARTS. This Agreement may be executed in one or more counterparts by Employees, each of which shall be deemed an original, but all of which together constitute one and the same instrument. 9. MODIFICATION. No change, modification, addition, or amendment to this Agreement shall be valid unless in a writing signed by all the parties hereto. 10. SEVERABILITY. In any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 11. REPRESENTATION. Due tot he complexities of this Agreement, Employees have been advised to seek the services of competent solicitor/attorney counsel; and the signing of this Agreement and each of them. 12. ATTORNEY'S FEES. Except as otherwise provided herein, if a dispute should arise between the parties, including but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorney's fees exclusive of such amount of attorney's fees as shall be a premium for result or for risk of loss under a contingency fee arrangement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement on the ____ day of ______________ 1995.
Employee /s/ Andrew Cimerman ---------------------------Andrew Cimerman Employer /s/ Andrew Cimerman ---------------------------HomeLife, Inc.

3

APPENDIX A The Employer shall remunerate the Employee according to the following schedule. 1) If the bid price for the common stock of HomeLife, Inc. is above $4.00 per share every trading day for a period of 3 calendar months, the Employee shall receive a salary of $100,000 per year paid semi-monthly. 2) If a bid price for the common stock of HomeLife, Inc. is above $5.00 per share every trading day for a period of 3 calendar months, the Employee shall receive a salary of $200.00 per year paid semi-monthly. 3) If the bid price for the common stock of HomeLife, Inc. is above $6.00 per share every trading day for a period of 3 calendar months, the Employee shall receive a salary of $300,000 per year paid semi-monthly. 4) The Board of Directors can award a bonus to the Employee at any time at its own discretion. 5) In addition to Salary, Employee shall receive fringe benefits commensurate with the amount of the salary. 4

EXHIBIT 10.21 TRADEMARK LICENSING AGREEMENT BETWEEN HOMELIFE, INC. AND JEROME'S MAGIC WORLD, INC.

TRADEMARK LICENSING AGREEMENT This trademark licensing agreement is between HomeLife, Inc. ("HomeLife") 4100 Newport Place, Suite 730, Newport Beach, CA 92660, and Jerome's Magic World, Inc. ("Jerome") 4100 Newport Place, Suite 730, Newport Beach, CA 92660. WHEREAS HomeLife wishes to license certain trademarks from by Jerome, and Jerome agrees to license certain trademarks to HomeLife, Jerome states the terms under which it is willing to license the trademarks to HomeLife. TERMS OF THE LICENSING AGREEMENT 1) The trademarks to be licensed are "King D List", "Crok 'N Roll", "Waz", "Jerome". "Rockhead", "Jerome the Gnome", "Ralph the Elf and Gerome the Gnome", "GnomeLife", "GnomeLife HL", and "Jerome HL". 2) The term of this agreement shall be for the eight years commencing on the date of this agreement. 3) There shall be no cost to HomeLife for the licensing of these trademarks during the term of this agreement. Thereafter, Jerome may renew the license at the fair market value, to be determined by HomeLife and Jerome. IN WITNESS WHEREOF, the parties hereto have caused this Agreement on the 30th day of October 1995.
HomeLife, Inc. /s/ Andrew Cimerman ---------------------------Andrew Cimerman Jerome's Magic World, Inc. /s/ Andrew Cimerman ---------------------------Andrew Cimerman

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated January 20TH, 1999, by and between HomeLife Higher Standards, an Alberta Corporation (hereinafter referred to as "Seller"), and HomeLife Builders Realty, Inc. an Alberta Corporation (hereinafter referred to as "Buyer"). RECITALS Seller maintains a real estate office in the City of Calgary, Province of Alberta Seller operates this office pursuant to an Area Franchise Agreement, allowing Seller to conduct business as a licensed franchised office. Seller desires to sell certain assets to Buyer and to cease Sellers real estate brokerage operation at this location. Buyer maintains a real estate office in the City of Calgary, Province of Alberta Buyer operates this office as a licensed franchised real estate office. Buyer wishes to purchase certain of Seller's assets to enhance Buyer's business operations and office size. NOW THEREFORE, in consideration of the mutual benefits to be derived from this Agreement, both Seller and Buyer represent, warrant, and agree as follows: 1. PURCHASE AND SALE. At Closing, Seller will sell and assign all right, title, and contractual interest of Seller in and to the following assets of Seller" "All Seller's rights to it's sales agents and brokers related to any contractual employment or independent contractor agreements existent between itself and such personnel."

2. TRANSFER OF LICENSES. At Closing, Seller will resign as "Agent of record" for its sales personnel, and will endorse and recommend to its personnel that they accept as new "Agent of record" Buyer's "Agent of record". 3. BUYER'S MANAGEMENT. Buyer represents that Buyer will hire Ms. Elaine Tudor in a position entitled "Assistant Manager" at a salary of $2000.00 CDN per month, with mutually agreed upon goals and work duties. 4. ASSUMPTION OF LIABILITIES. Except as hereinafter expressly provided, Buyer shall assume no liabilities or obligations related to the Assets purchased or for Seller's business; it being expressly acknowledged and agreed between Seller's and Buyer that all such liabilities and obligation, shall be and remain Seller's own liability and obligation. Notwithstanding the foregoing limitation, Buyer agrees to assume at the Closing, Seller's "going forward" obligation under and in accordance with the Employment Contracts which are assigned to Buyer as of the Closing date. These contracts and agreements, when reaffirmed and ratified by and between each sales agent and Buyer's "Agent of Record" shall collectively be considered "Buyer's Assumed Liabilities." All Seller's representations shall survive closing. It is also understood that Buyer cannot change existing contracts. 5. PURCHASE PRICE. The purchase price for the Assets shall consist of a series of 15 installment payments, (a schedule of which is attached and hereby incorporated into this Agreement by reference) representing a total sum of $62,000.00 CDN; subject to certain terms and conditions, and payable in a series of installments without additional interest charges. Payments first

become due that latter of thirty (30) days after Closing or 3-15-99. Payments are to be made monthly by the 15th of each succeeding month, for 14 months at $4,000.00 CDN and a fifteenth payment of $6,000.00 CDN, whith a five day late grace period. Buyer shall have the right for prepayment at any time without notice, or penalty charge. 6. SELLER'S WARRANTIES. A. Seller represents that as of the date of this Agreement, that Seller maintains a licensed personnel force of 39 licensed sales personnel. Seller shall provide a comprehensive roster of its agents, including names, home addresses, telephone numbers, payment programs, and gross and net sales commission earned for the year 1998 and 1999 year-to-date, as well as copies of all employment contracts and agreements at least five (5) days prior to Closing. B. Seller represents and guarantees that no less than 25 of its licensed sales personnel will immediately accept employment by Buyer and transfer their licenses to Buyer's organization for a guaranteed minimum period of no less than 48 hours. It is understood that all licenses will be transferred and business cards and signs will be prepared prior to announcement. C. That Seller will reduce the Purchase Price of the Assets by a total of $3000.00 CDN for each shortage of licensed agents under the minimum total of 25. It is understood that this will not change the $4000.00 CDN monthly fees being paid. However, the amount owed by Buyer will be reduced accordingly. D. That Seller will use its best efforts and influence to aid Buyer in presenting and promoting Buyer's capabilities and organization. E. Seller shall transfer all of its current listings to Buyer as of the day following Closing Date. F. Seller may not change any of Seller's personnel pay agreements from the date of signing this Agreement to the Closing Date. G. Seller is responsible for crediting sales personnel for required new business cards to switch over to Buyer's organization, to a maximum of $60.00 (all-inclusive) per salesperson. H. Seller shall at all times remain solely responsible for the shutdown and termination of it's sales office. I. Seller shall provide to Buyer at least five (5) days prior to Closing, a summary of it's gross sales for 1998; which summary shall disclose all sales splits between Seller and Seller's sales personnel (including all related management fees and expenses) and Seller's gross revenue figures for the year of 1998.

7. BUYER'S WARRANTIES. A. Buyer shall be responsible for providing adequate "For Sale" signs to switch over a Buyer's organization. B. Buyer shall be responsible for any license transfer fees required by any Provincial licensing agency required of the transferring sales personnel. 8. THE CLOSING DATE. The closing of the transaction contemplated by this Agreement (the "Closing") shall occur at such place, as Seller shall designate in writing. The Closing shall take place on or before February 15, 1999. This agreement is subject to all documentation and contracts being finalized to the Sellers approval on or before February 1, 1999. Unless notice of disapproval is provided Buyer on or before February 1, 1999, this condition shall be deemed waived. For the first month, the salesperson's monthly office fees and franchise fees will be waived to ensure that there is additional motivation for them to move over. 9. LITIGATION OR DISPUTES WITH SALES PERSONNEL. Seller shall disclose all litigation or proceedings either pending or threatened against or relating to Seller's company or business dealings in any judicial, quasi-judicial, or administrative forum; further, Seller does not know or have reasonable grounds to know any basis for any such action without exception. 10. SELLER CONDUCT OF BUSINESS PENDING CLOSING DATE. Seller will not increase or offer to increase the compensation payable by Seller to any employee or agent, nor will any bonus payment or arrangement be made by Seller to or with any of its management, employees, independent contractors, or sales agents or personnel.

11. AUTHORITY OF BUYER'S BOARD OF DIRECTORS. Buyer shall submit an xecuted copy of this Agreement to its Board of Directors for pproval. Acceptance of this Agreement is expressly conditional upon ajority approval of such Board. Unless notice of disapproval is rovided Seller on or before February 1, 1999, this condition shall be eemed waived. 12. AMENDMENT. This Agreement shall not be amended, altered, or terminated except by a writing executed by both Buyer and Seller. 13. GOVERNING LAW. This Agreement shall be governed in all respect and at all times by the laws of the Province of Alberta. IN WITNESS WHEREOF, authorized representatives of Buyer and Seller have executed and delivered this Agreement as of the date first above written. For Seller, HomeLife Higher Standards By:_____________________________ Print Name:______________________ Its:_____________________________ For Buyer, HomeLife Builders Realty, Inc. By:_____________________________ Print Name:______________________ Its:_____________________________

SCHEDULE OF PAYMENTS PER JANUARY________, 1999 ASSET PURCHASE AGREEMENT BETWEEN HOMELIFE HIGHER STANDARDS AND HOMELIFE BUILDES REATLY, INC.
PAYMENT (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) TOTALS: AMOUNT $4000.00 $4000.00 $4000.00 $4000.00 $4000.00 $4000.00 $4000.00 $4000.00 $4000.00 $4000.00 $4000.00 $4000.00 $4000.00 $4000.00. $6000.00 $62000.00 DUE DATE

EXHIBIT 10.23 ACQUISITION AGREEMENT BY AND BETWEEN BRIGHT FINANCIAL CORPORATION AND MAXAMERICA FINANCIAL SERVICES, INC.

ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT ("Agreement"), dated as of August _____ 1999, is by and between Bright Financial Corporation ("BRIGHT") Thomas Jarboe ("Jarboe"), an Individual, Kemper Elliot ("Elliot") an individual, and MaxAmerica Financial Services, Inc., a California corporation ("MAXAMERICA"). Jarboe and Elliot will sometimes be referred to collectively as "Shareholders." RECITALS A. Shareholders own 100% of the issued and outstanding capital stock of BRIGHT (the "Bright Shares"). B. Upon the terms and conditions set forth below, Shareholders desire to sell to MAXAMERICA, and MAXAMERICA is willing to purchase from Shareholders, 60% of the BRIGHT Shares, such that following such transaction, BRIGHT will be a subsidiary of MAXAMERICA. C. MAXAMERICA is a wholly owned subsidiary of HomeLife, Inc. a Nevada corporation ("HomeLife"). D BRIGHT is doing business as Vintage Funding, Inc and Best Mortgage. The operations of both dba's shall be included in this acquisition. NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows: ARTICLE I SALE AND ISSUANCE OF SHARES AND OTHER TERMS 1.1 PURCHASE PRICE. The purchase price shall be $600,000, paid for with one-thousand-two-hundred (1,200) shares of Class AAA Preferred Stock of HomeLife, Inc. These shares of Class AAA Preferred Stock shall have a face value of $500 per share and be convertible into one-hundred-twenty-thousand (120,000) shares of the common stock of HomeLife, Inc. after a period of 36 months form the date of issue. 1.2 GUARANTEE OF VALUE. After conversion of the Class AA Preferred Stock to common stock, HomeLIfe, Inc. will guarantee the value of the common shares at a price of five dollars ($5.00) per share. If the market price per share of HomeLIfe, Inc.'s common stock is less than five dollars ($5.00) per share upon the sale of the stock by Shareholders, HomeLife, Inc. shall promptly issue to Shareholders such additional shares of HomeLife Inc.'s common stock which together with the initial shares shall have an aggregate market value equal to five dollars ($5.00) times the amount of the initial shares. 1.3 CONVERSION OF PREFERRED STOCK. The value of each share of HomeLife, Inc.'s common stock, for the purposes of conversion as described in paragraphs 1.1 and 1.2, shall be the average of the bid and ask price for the thirty days prior to conversion. 1.4 ORDERLY SALE OF SHARES. After conversion of Preferred Stock to Common Stock, Shareholders agree that collectively that Shareholders will not sell, transfer, or dispose of more than twenty thousand (15,000) shares of common stock within any 30 day period. Shareholders further agree that Buyer will be first offered such shares for purchase, and in the event that Buyer does not desire to purchase same, will allow Buyer to assist appropriately in the orderly marketing, placement, re-registration, or sale of such stock. 1.5 CONVEYANCE OF BRIGHT SHARES. At Closing of this Agreement, Shareholders will sell, assign, transfer and convey their respective right, title and interest in 3,000 Bright Shares to MAXAMERICA, and MAXAMERICA shall acquire 3,000 Bright Shares from the Shareholders. These 3,000 Bright Shares represent 60% of the outstanding and issued shares of BRIGHT as of the date of this Agreement. 2

1.6 GUARANTEE OF PROFITS. Shareholders will guarantee that the net profit of BRIGHT will be a minimum of $70,000 per year for the next three years. If the net profit is less than $70,000 per year in any year for the next three years, the purchase price will be reduced and recalculated according to the following formula: ($600,000 / 3 x net profit / $70,000) for each year in which the net profit is less than $70,000. 1.7 EMPLOYMENT AGREEMENT. MAXAMERICA will enter into employment agreement with Jarboe and Elliot in the form attached hereto as Exhibit "B" ("Employment Agreement"). 1.8 EXCLUSIVE GEOGRAPHICAL RIGHTS. BRIGHT shall the exclusive right of first refusal to underwrite any mortgage loan referred to MAXAMERICA from its franchise operations or any other source in Southern California, defined as the area south of San Luis Obisbo, California. MAXAMERICA and HomeLife, Inc., or any of its subsidiary companies, agree not to purchase a loan brokerage company in Southern California without the express written permission of Shareholders. 1.9 RIGHT OF FIRST REFUSAL. MAXAMERICA shall be offered the fight of first refusal to purchase any or all of the remaining common stock of BRIGHT if this stock is offered for sale by Shareholders to any third party. ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1 REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS - Except as disclosed in a document referring specifically to the representations and warranties in this Agreement that identifies by section number the section and subsection to which such disclosure relates and is delivered by Shareholders to MAXAMERICA prior to the execution of this Agreement Exhibit "C" (the "BRIGHT Disclosure Schedule"), the Shareholders each represent and warrant to MAXAMERICA, as of the date hereof and as of the Closing, as follows: 2.1.1 ORGANIZATION. STANDING. POWER. BRIGHT is a corporation duly organized, validly existing and in good standing under the laws of the State of California. It has all requisite corporate power, franchises, licenses, permits and authority to own its properties and assets and to carry on its business as it has been and is being conducted. BRIGHT is duly qualified and in good standing to do business in each jurisdiction in which a failure to so qualify would have a Material Adverse Effect (as defined below) on BRIGHT. For purposes of this Agreement, the term "Material Adverse Effect" means any change or effect that, individually or when taken together with all other such changes or effects which have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), financial condition or results of operations of the entity. 2.1.2 AUTHORITY. Shareholders have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Shareholders of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Shareholders, including the approval of the Board of Directors of BRIGHT. This Agreement has been duly executed and delivered by Shareholders and constitutes a valid and binding obligation of the Shareholders enforceable in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors' rights generally, and (ii) general equitable principles. Subject to the satisfaction of the conditions set forth in Article 3 below, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets of BRIGHT or any Shareholder (any such conflict, violation, default, right, loss or creation being referred to herein as a "Violation") pursuant to (i) any provision of the organization documents of any Shareholder, or (ii) any loan or credit agreement, note, bond, mortgage, indenture, contract, lease, or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to or Shareholders' respective properties or assets, other than, in the case of (ii), any such Violation which individually or in the aggregate would not have a Material Adverse Effect on Shareholders.

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2.1.3 CAPITALIZATION OF BRIGHT. (a) The authorized equity securities of BRIGHT consists of one-hundred-thousand (100,000) authorized shares and five-thousand (5,000) issued and outstanding shares of BRIGHT common stock The issued and outstanding shares of which are held by the Shareholders in the amounts as specified on the BRIGHT Disclosure Schedule. (b) All of the issued and outstanding Bright Shares have been duly and validly issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the "Securities Act"), and any relevant state securities laws or pursuant to valid exemptions therefrom. The Bright Shares are free of restrictions on transfer other than restrictions on transfer as set forth in the BRIGHT Disclosure Schedule and under applicable state and federal securities laws. (c) Except as set forth on the BRIGHT Disclosure Schedule, there are no options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character granted or issued by BRIGHT which provide for the purchase, issuance or transfer of any additional shares of the capital stock of BRIGHT nor are there any outstanding securities granted or issued by BRIGHT that are convertible into any shares of the equity securities of BRIGHT, and none is authorized. BRIGHT does not have outstanding any bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible or exercisable into securities having the right to vote) with holders of BRIGHT capital stock on any matter. (d) Except as set forth on the BRIGHT Disclosure Schedule, BRIGHT is not a party or subject to any agreement or understanding, and, to the best of BRIGHT's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of BRIGHT. (e) Except as set forth on the BRIGHT Disclosure Schedule, BRIGHT has not granted or agreed to grant any registration rights, including piggyback rights, to any person or entity. 2.1.4 NO DEFAULTS. BRIGHT is not, and has not received notice that it would be with the passage of time, in default or violation of any term, condition or provision of (i) the Articles of Incorporation or Bylaws of BRIGHT, (ii) any judgment, decree or order applicable to BRIGHT, or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument to which BRIGHT is now a party or by which it or any of its properties or assets may be bound, except for defaults and violations which, individually or in the aggregate, would not have a Material Adverse Effect on BRIGHT. 2.1.5 GOVERNMENTAL CONSENTS. No consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with or exemption by (collectively "Consents"), any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity"), is required by or with respect to BRIGHT in connection with the execution and delivery of this Agreement or the consummation by BRIGHT of the transactions contemplated hereby, except for such Consents which if not obtained or made would not have a Material Adverse Effect on BRIGHT or the transactions contemplated by this Agreement. 2.1.6 FINANCIAL STATEMENTS. BRIGHT has furnished MAXAMERICA with a true and complete copy of its audited financial statements for the period ending December 31, 1998 (the "BRIGHT Financial Statements"), which comply as to form in all material respects with all applicable accounting requirements with respect thereto and have been prepared internally and fairly present the financial position of BRIGHT as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of audited statements, to normal, recurring audit adjustments not material in scope or amount). There has been no change in BRIGHT's accounting policies or the methods of making accounting estimates or changes in estimates that are material to BRIGHT Financial Statements, except as described in the notes thereto. BRIGHT will also provide to MAXAMERICA a HUD (Department of Housing and Urban Development) audit for the period ending December 31, 1998 and December 31, 1997. 2.1.7 ABSENCE OF UNDISCLOSED LIABILITIES. BRIGHT has no liabilities or obligations (whether absolute, accrued or contingent) except (i) liabilities that are accrued or reserved against in the BRIGHT Financial 4

Statements as of December 31, 1998 or reflected in the notes thereto or (ii) additional liabilities reserved against since December 31, 1998 that have arisen in the ordinary course of business; are accrued or reserved against on the books and records of BRIGHT; and amount in the aggregate to less than $10,000. 2.1.8 ABSENCE OF CHANGES. Since December 31, 1998 and until closing of this agreement, BRIGHT has conducted its business in the ordinary course and there has not been: (i) any Material Adverse Effect on the business, financial condition, liabilities, or assets of BRIGHT or any development or combination of developments of which management of BRIGHT has knowledge which is reasonably likely to result in such an effect; (ii) any damage, destruction or loss, whether or not covered by insurance, having a Material Adverse Effect on BRIGHT; (iii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock, or property) with respect to the capital stock of BRIGHT; (iv) any increase or change in the compensation or benefits payable or to become payable by BRIGHT to any of its employees, except in the ordinary course of business consistent with past practice; (v) any sale, lease, assignment, disposition, or abandonment of a material amount of property of BRIGHT, except in the ordinary course of business; (vi) any increase or modification in any bonus, pension, insurance or other employee benefit plan, payment or arrangement made to, for, or with any of its employees; (vii) the granting of stock options, restricted stock awards, stock bonuses, stock appreciation rights and similar equity based awards; (viii) any resignation or termination of employment of any officer of BRIGHT; and BRIGHT, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer; (ix) any merger or consolidation with another entity, or acquisition of assets from another entity except in the ordinary course of business; (x) any loan or advance by BRIGHT to any person or entity, or guaranty by BRIGHT of any loan or advance; (xi) any amendment or termination of any contract, agreement, or license to which BRIGHT is a party, except in the ordinary course of business; (xii) any mortgage, pledge, or other encumbrance of any asset of BRIGHT; (xiii) any waiver or release of any right or claim of BRIGHT, except in the ordinary course of business; (xiv) any write off as uncollectible any note or account receivable or portion thereof-, or (xv) any agreement by BRIGHT to do any of the things described in this Section. 2.1.9 PATENTS AND TRADEMARKS. BRIGHT has sufficient title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes (collectively, "Intellectual Property"), if any, necessary for its business as now conducted without any conflict with or infringement of the rights of others. The Intellectual Property owned by BRIGHT is listed in the BRIGHT Disclosure Schedule. There are no outstanding options, licenses, or agreements of any kind relating to the Intellectual Property, nor is BRIGHT bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity. BRIGHT has not received any communications alleging that BRIGHT has violated or, by conducting its business as proposed, would violate any of the Intellectual Property of any other person or entity. BRIGHT is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of BRIGHT or that would conflict with BRIGHT's business as proposed to be conducted. Neither the execution or delivery of this Agreement, nor the carrying on of BRIGHT's business by the employees of BRIGHT, nor the conduct of BRIGHT's business as proposed, will, to the best of BRIGHT's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. BRIGHT does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by BRIGHT. 2.1.10 EMPLOYEE BENEFIT PLANS. All employee benefit plans (including without limitation all plans which authorize the granting of stock options, restricted stock, stock bonuses or other equity based awards) covering active, former or returned employees of BRIGHT are listed in the BRIGHT Disclosure Schedule. 2.1.11 OTHER PERSONAL PROPERTY. The books and records of BRIGHT contain a complete and accurate description, and specify the location, of all trucks, automobiles, machinery, equipment, furniture, supplies and other tangible personal property owned by, in the possession of, or used by BRIGHT in connection with its business. Except as set forth in the BRIGHT Disclosure Schedule, no personal property used by BRIGHT in connection with its business is held under any lease, security agreement, conditional sales contract, or other title retention or security arrangement.

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2.1.12 MAJOR CONTRACTS. Except as otherwise disclosed in the BRIGHT Disclosure Schedule, BRIGHT is not a party or subject to: (a) Any union contract, or any employment contract or arrangement providing for future compensation, written or oral, with any officer, consultant, director or employee which is not terminable by BRIGHT on 30 days' notice or less without penalty or obligations to make payments related to such termination; (b) Any joint venture contract, partnership agreement or arrangement or any other agreement which has involved or is expected to involve a sharing of revenues with other persons or a joint development of products with other persons; (c) Any production, distribution, sales, franchise, marketing or license agreement or arrangement by which products or services of BRIGHT are developed, sold or distributed; (d) Any material agreement, license, franchise, permit, indenture or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, accelerated, terminated, impaired or adversely affected by reason of the execution of this Agreement, or the consummation of the transactions contemplated hereby or thereby; (e) Any material agreement, contract or commitment that requires the consent of another person for BRIGHT; to enter into or consummate the transactions contemplated by this Agreement; (f) Any contract containing covenants purporting to materially limit BRIGHT' freedom to compete in any line of business in any geographic area. 2.1.13 LEASES IN EFFECT. All real property leases and subleases and any amendments or modifications thereof (each a "Lease" and, collectively, the "Leases") as to which BRIGHT is a party are listed in the BRIGHT Disclosure Schedule and are valid, in full force and effect and enforceable, and there are no existing defaults on the part of BRIGHT, and BRIGHT has not received nor given notice of default or claimed default with respect to any Lease, nor is there any event that with notice or lapse of time, or both, would constitute a default thereunder. Except as set forth on the BRIGHT Disclosure Schedule, no consent is required from any party under any Lease in connection with the completion of the transactions contemplated by this Agreement, and BRIGHT has not received notice that any party to any Lease intends to cancel, terminate, or refuse to renew the same or to exercise any option or other right thereunder, except where the failure to receive such consent, or where such cancellation, termination or refusal, would not have a Material Adverse Effect on BRIGHT. 2.1.14 TAXES. Except as set forth elsewhere in this Agreement or in the BRIGHT; Disclosure. (a) All taxes, assessments, fees, penalties, interest and other governmental charges with respect to BRIGHT which have become due and payable as of the date of Closing will be paid in full or adequately reserved against by BRIGHT, and all taxes, assessments, fees, penalties, interest and other governmental charges which have become due and payable subsequent to the date of Closing have been paid in full or adequately reserved against on its books of account and such books are sufficient for the payment of all unpaid federal, state, local, foreign and other taxes, fees and assessments (including without limitation, income, property, sales, use, franchise, capital stock, excise, added value, employees' income withholding, social security and unemployment taxes), and all interest and penalties thereon with respect to the periods then ended and for all periods prior thereto; (b) There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any tax or deficiency against BRIGHT, nor are there any actions, suits, proceedings, investigations or claims now pending against BRIGHT in respect of any tax or assessment, or any matters under discussion with any federal, state, local or foreign authority relating to any taxes or assessments, or any claims for additional taxes or assessments asserted by any such authority; and (c) There are no liens for taxes upon the assets of BRIGHT except for taxes that are not yet payable. BRIGHT has withheld all taxes required to be withheld in respect of wages, salaries and other payments to all employees, officers and directors and timely paid all such amounts withheld to the proper taxing authority. 6

2.1.15 DISPUTES AND LITIGATION. Except as disclosed in the BRIGHT Disclosure Schedule, there is no suit, claim, action, litigation, or proceeding pending or, to the knowledge of BRIGHT, threatened against or affecting BRIGHT or any of its properties, assets or business or to which BRIGHT is a party, in any court or before any arbitrator of any kind or before or by any Governmental Entity, which would, if adversely determined, individually or in the aggregate, have a Material Adverse Effect on BRIGHT, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against BRIGHT having, or which, insofar as reasonably can be foreseen, in the future could have, any such effect. To the knowledge of BRIGHT, there is no investigation pending or threatened against BRIGHT before any foreign, federal, state, municipal or other governmental department, commission, board, bureau, agency, instrumentality or other Governmental Entity. 2.1.16 COMPLIANCE WITH LAWS. Except as set forth in the BRIGHT Disclosure Schedule, BRIGHT's business is not being conducted in violation of, or in a manner which could cause liability under any applicable law, rule or regulation, judgment, decree or order of any Governmental Entity, except for any violations or practices, which, individually or in the aggregate, have not had and will not have a Material Adverse Effect on BRIGHT. BRIGHT has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, properties, prospects, or financial condition of BRIGHT, and the believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as it is planned to be conducted. BRIGHT is not in default in any material respect under any of such franchises, permits, licenses or other similar authority. A true and complete list of all such franchises, permits, and licenses held by BRIGHT is set forth in the BRIGHT Disclosure Schedule. 2.1.17 RELATED PARTY TRANSACTIONS. No employee, officer, or director of BRIGHT or member of his or her immediate family is indebted to BRIGHT, nor is BRIGHT indebted (or committed to make loans or extend or guarantee credit) to any of them except as disclosed in the BRIGHT Disclosure Schedule. To the best of BRIGHT's knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which BRIGHT; is affiliated or with which BRIGHT has a business relationship, or any firm or corporation that competes with BRIGHT, except that employees, officers or directors of BRIGHT and members of their immediate families may own stock in publicly traded companies that may compete with BRIGHT. To BRIGHT's knowledge, no member of the immediate family of any officer or director of BRIGHT is directly or indirectly interested in any material contract with BRIGHT. 2.1.18 INSURANCE. The BRIGHT Disclosure Schedule sets forth a true and complete list of all insurance policies maintained by BRIGHT concerning its business and properties. BRIGHT has in full force and effect fire and casualty insurance policies, with extended coverage, sufficient in amount (subject to reasonable deductibles) to allow it to replace any of its properties that might be damaged or destroyed. 2.1.19 MINUTE BOOKS. The minute books of BRIGHT provided to MAXAMERICA contain a complete summary of all meetings of directors and shareholders since the time of incorporation and reflect all transactions referred to in such minutes accurately in all material respects. 2.1.20 DISCLOSURE. No representation or warranty made by BRIGHT in this Agreement, nor any document, written information, statement, financial statement, certificate or exhibit prepared and furnished or to be prepared and furnished by BRIGHT or their representatives pursuant hereto or in connection with the transactions contemplated hereby, when taken together, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished. 2.1.21 RELIANCE. The foregoing representations and warranties are made by BRIGHT with the knowledge and expectation that MAXAMERICA is placing reliance thereon. 2.2 REPRESENTATIONS AND WARRANTIES OF MAXAMERICA. Except as disclosed in a document referring specifically to the representations and warranties in this Agreement that identifies by section number the section and subsection to which such disclosure relates and is delivered by MAXAMERICA to Shareholders prior to the execution of this Agreement as shown in Exhibit "C" (the "MAXAMERICA Disclosure Schedule"), MAXAMERICA represents and warrants to Shareholders, as of the date hereof and as of the Closing, as follows:

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2.2.1 ORGANIZATION. STANDING. POWER. MAXAMERICA is a corporation duly organized, validly existing and in good standing under the laws of the State of California. It has all requisite corporate power, franchises, licenses, permits and authority to own its properties and assets and to carry on its business as it has been and is being conducted. MAXAMERICA is duly qualified and in good standing to do business in each jurisdiction in which it operates. 2.2.2 AUTHORITY. MAXAMERICA has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by MAXAMERICA of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of MAXAMERICA, including the approval of the Board of Directors and the stockholders of MAXAMERICA. This Agreement has been duly executed and delivered by MAXAMERICA and constitutes a valid and binding obligation of MAXAMERICA enforceable in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors' rights generally, and (ii) general equitable principles. Subject to the satisfaction of the conditions set forth in Article 3, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any Violation pursuant to (i) any provision of the Articles of Incorporation or Bylaws of MAXAMERICA or (ii) any loan or credit agreement, note, bond, mortgage, indenture, contract, lease, or other agreement or instrument, pen-nit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to MAXAMERICA or its properties or assets, other than, in the case of (ii), any such Violation which individually or in the aggregate would not have a Material Adverse Effect on MAXAMERICA. 2.2.3 CAPITALIZATION OF MAXAMERICA. (a) The authorized equity securities of MAXAMERICA consists of 1,000,000 shares of MAXAMERICA common stock, par value $.001, of which 10,000 are issued and outstanding as of May 31, 1999. (b) All of the issued and outstanding shares of MAXAMERICA capital stock have been duly and validly issued, are fully paid and non-assessable, and were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom. The MAXAMERICA Shares are free of restrictions on transfer other than restrictions on transfer as set forth in the MAXAMERICA Disclosure Schedule and under applicable state and federal securities laws. (c) Except as set forth on the MAXAMERICA Disclosure Schedule, there are no options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character granted or issued by MAXAMERICA which provide for the purchase, issuance or transfer of any additional shares of the capital stock of MAXAMERICA nor are there any outstanding securities granted or issued by MAXAMERICA that are convertible into any shares of the equity securities of MAXAMERICA, and none is authorized. MAXAMERICA does not have outstanding any bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible or exercisable into securities having the right to vote) with holders of MAXAMERICA capital stock on any matter. (d) Except as set forth on the MAXAMERICA Disclosure Schedule, MAXAMERICA is not a party or subject to any agreement or understanding, and, to the best of MAXAMERICA's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of MAXAMERICA. (e) Except as set forth on the MAXAMERICA Disclosure Schedule, MAXAMERICA has not granted or agreed to grant any registration rights, including piggyback rights, to any person or entity. 2.2.4 NO DEFAULTS. MAXAMERICA is not, and has not received notice that it would be with the passage of time, in default or violation of any term, condition or provision of (i) the Articles of Incorporation or Bylaws of MAXAMERICA, (ii) any judgment, decree or order applicable to MAXAMERICA, or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument to which MAXAMERICA is now a party or by which it or any of its properties or assets may be bound, except for defaults and violations which, individually or in the aggregate, would not have a Material Adverse Effect on MAXAMERICA.

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2.2.5 GOVERNMENTAL CONSENTS. No consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with or exemption by (collectively "Consents"), any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity"), is required by or with respect to MAXAMERICA in connection with the execution and delivery of this Agreement or the consummation by MAXAMERICA of the transactions contemplated hereby, except for such Consents which if not obtained or made would not have a Material Adverse Effect on MAXAMERICA or the transactions contemplated by this Agreement. 2.2.6 FINANCIAL STATEMENTS. MAXAMERICA has furnished BRIGHT with a true and complete copy of its audited financial statements for the period ending May 30, 1998 (the "MAXAMERICA Financial Statements"), which comply as to form in all material respects with all applicable accounting requirements with respect thereto and have been prepared internally and fairly present the financial position of MAXAMERICA as at the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of audited statements, to normal, recurring audit adjustments not material in scope or amount). There has been no change in MAXAMERICA's accounting policies or the methods of making accounting estimates or changes in estimates that are material to MAXAMERICA Financial Statements, except as described in the notes thereto. 2.2.7 ABSENCE OF UNDISCLOSED LIABILITIES. MAXAMERICA has no liabilities or obligations (whether absolute, accrued or contingent) except (i) liabilities that are accrued or reserved against in the MAXAMERICA Financial Statements as of May 30, 1998, or reflected in the notes thereto or (ii) additional liabilities reserved against since May 30, 1998 that have arisen in the ordinary course of business; are accrued or reserved against on the books and records of MAXAMERICA; and amount in the aggregate to less than $25,000. 2.2.8 PATENTS AND TRADEMARKS. MAXAMERICA has sufficient title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes (collectively, "Intellectual Property") necessary for its business as now conducted without any conflict with or infringement of the rights of others. The Intellectual Property owned by MAXAMERICA is listed in the MAXAMERICA Disclosure Schedule. There are no outstanding options, licenses, or agreements of any kind relating to the Intellectual Property, nor is MAXAMERICA bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity. MAXAMERICA has not received any communications alleging that MAXAMERICA has violated or, by conducting its business as proposed, would violate any of the Intellectual Property of any other person or entity. MAXAMERICA is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of MAXAMERICA or that would conflict with MAXAMERICA's business as proposed to be conducted. Neither the execution or delivery of this Agreement, nor the carrying on of MAXAMERICA's business by the employees of MAXAMERICA, nor the conduct of MAXAMERICA's business as proposed, will, to the best of MAXAMERICA's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. MAXAMERICA does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by MAXAMERICA. 2.2.9 EMPLOYEE BENEFIT PLANS. All employee benefit plans (including without limitation all plans which authorize the granting of stock options, restricted stock, stock bonuses or other equity based awards) covering active, former or returned employees of MAXAMERICA are listed in the MAXAMERICA Disclosure Schedule. 2.2.10 MAJOR CONTRACTS. Except as otherwise disclosed in the MAXAMERICA Disclosure Schedule, MAXAMERICA is not a party or subject to: (a) Any union contract, or any employment contract or arrangement providing for future compensation, written or oral, with any officer, consultant, director or employee which is not terminable by MAXAMERICA on 30 days' notice or less without penalty or obligations to make payments related to such termination; 9

(b) Any joint venture contract, partnership agreement or arrangement or any other agreement which has involved or is expected to involve a sharing of revenues with other persons or a joint development of products with other persons; (c) Any production, distribution, sales, franchise, marketing or license agreement or arrangement by which products or services of MAXAMERICA are developed, sold or distributed; (d) Any material agreement, license, franchise, permit, indenture or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, accelerated, terminated, impaired or adversely affected by reason of the execution of this Agreement, or the consummation of the transactions contemplated hereby or thereby; (e) Any material agreement, contract or commitment that requires the consent of another person for MAXAMERICA to enter into or consummate the transactions contemplated by this Agreement; (f) Any contract containing covenants purporting to materially limit MAXAMERICA's freedom to compete in any line of business in any geographic area. 2.2.11 LEASES IN EFFECT . All Leases as to which MAXAMERICA is a party are listed in the MAXAMERICA Disclosure Schedule and are valid, in full force and effect and enforceable, and there are no existing defaults on the part of MAXAMERICA, and MAXAMERICA has not received nor given notice of default or claimed default with respect to any Lease, nor is there any event that with notice or lapse of time, or both, would constitute a default thereunder. Except as set forth on the MAXAMERICA Disclosure Schedule, no consent is required from any party under any Lease in connection with the completion of the transactions contemplated by this Agreement, and MAXAMERICA has not received notice that any party to any Lease intends to cancel, terminate, or refuse to renew the same or to exercise any option or other right thereunder, except where the failure to receive such consent, or where such cancellation, termination or refusal, would not have a Material Adverse Effect on MAXAMERICA. 2.2.12 TAXES. Except as set forth elsewhere in this Agreement or in the MAXAMERICA Disclosure. (a) All taxes, assessments, fees, penalties, interest and other governmental charges with respect to MAXAMERICA which have become due and payable as of the date of Closing have been paid in full or adequately reserved against by MAXAMERICA, and all taxes, assessments, fees, penalties, interest and other governmental charges which have become due and payable subsequent to the date of Closing have been paid in full or adequately reserved against on its books of account and such books are sufficient for the payment of all unpaid federal, state, local, foreign and other taxes, fees and assessments (including without limitation, income, property, sales, use, franchise, capital stock, excise, added value, employees' income withholding, social security and unemployment taxes), and all interest and penalties thereon with respect to the periods then ended and for all periods prior thereto; (b) There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any tax or deficiency against MAXAMERICA, nor are there any actions, suits, proceedings, investigations or claims now pending against MAXAMERICA in respect of any tax or assessment, or any matters under discussion with any federal, state, local or foreign authority relating to any taxes or assessments, or any claims for additional taxes or assessments asserted by any such authority; and (c) There are no liens for taxes upon the assets of MAXAMERICA except for taxes that are not yet payable. MAXAMERICA has withheld all taxes required to be withheld in respect of wages, salaries and other payments to all employees, officers and directors and timely paid all such amounts withheld to the proper taxing authority. 2.2.13 DISPUTES AND LITIGATION. Except as disclosed in the MAXAMERICA Disclosure Schedule, there is no suit, claim, action, litigation, or proceeding pending or, to the knowledge of MAXAMERICA, threatened against or affecting MAXAMERICA or any of its properties, assets or business or to which MAXAMERICA is a party, in any court or before any arbitrator of any kind or before or by any Governmental Entity, which would, if adversely determined, individually or in the aggregate, have a Material Adverse Effect on MAXAMERICA, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against

10

MAXAMERICA having, or which, insofar as reasonably can be foreseen, in the future could have, any such effect. To the knowledge of MAXAMERICA, there is no investigation pending or threatened against MAXAMERICA before any foreign, federal, state, municipal or other governmental department, commission, board, bureau, agency, instrumentality or other Governmental Entity. 2.2.14 COMPLIANCE WITH LAWS. Except as set forth in the MAXAMERICA Disclosure Schedule, MAXAMERICA's business is not being conducted in violation of, or in a manner which could cause liability under any applicable law, rule or regulation, judgment, decree or order of any Governmental Entity, except for any violations or practices, which, individually or in the aggregate, have not had and will not have a Material Adverse Effect on MAXAMERICA. MAXAMERICA has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, properties, prospects, or financial condition of MAXAMERICA, and the believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as it is planned to be conducted. MAXAMERICA is not in default in any material respect under any of such franchises, permits, licenses or other similar authority. A true and complete list of all such franchises, permits, and licenses held by MAXAMERICA is set forth in the MAXAMERICA Disclosure Schedule. 2.2.15 INSURANCE. The MAXAMERICA Disclosure Schedule sets forth a true and complete list of all insurance policies maintained by MAXAMERICA concerning its business and properties. MAXAMERICA has in full force and effect fire and casualty insurance policies, with extended coverage, sufficient in amount (subject to reasonable deductibles) to allow it to replace any of its properties that might be damaged or destroyed. 2.2.16 MINUTE BOOKS. The minute books of MAXAMERICA provided to BRIGHT contain a complete summary of all meetings of directors and shareholders since the time of incorporation and reflect all transactions referred to in such minutes accurately in all material respects. 2.2.17 DISCLOSURE. No representation or warranty made by MAXAMERICA in this Agreement, nor any document, written information, statement, financial statement, certificate or exhibit prepared and furnished or to be prepared and furnished by MAXAMERICA or their representatives pursuant hereto or in connection with the transactions contemplated hereby, when taken together, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished. 2.2.18 RELIANCE. The foregoing representations and warranties are made by MAXAMERICA with the knowledge and expectation that MAXAMERICA is placing reliance thereon. ARTICLE 3 CONDITIONS PRECEDENT 3.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of each party hereunder shall be subject to the satisfaction prior to or at the Closing of the following conditions: (a) NO RESTRAINTS. No statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court or Governmental Entity of competent jurisdiction which enjoins or prohibits the consummation of this Agreement and shall be in effect. (b) LEGAL ACTION. There shall not be pending or threatened in writing any action, proceeding or other application before any court or Governmental Entity challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain any material damages. 3.2 CONDITIONS TO SHAREHOLDERS' OBLIGATIONS. The respective obligations of the Shareholders shall be subject to the satisfaction prior to or at the Closing of the following conditions unless waived by the Shareholders: (a) REPRESENTATIONS AND WARRANTIES OF MAXAMERICA. The representations and warranties of MAXAMERICA set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except: (i) as otherwise contemplated by this Agreement, or (ii) in

11

respects that do not have a Material Adverse Effect on MAXAMERICA or on the benefits of the transactions provided for in this Agreement. Shareholders shall have received a certificate signed on behalf of MAXAMERICA by the chief executive officer and the chief financial officer of MAXAMERICA to such effect on the Closing. (b) PERFORMANCE OF OBLIGATIONS OF MAXAMERICA. MAXAMERICA shall have performed all agreements and covenants required to be performed by it under this Agreement prior to the Closing, except for breaches that do not have a Material Adverse Effect on MAXAMERICA or on the benefits of the transactions provided for in this Agreement. Shareholders shall have received a certificate signed on behalf of MAXAMERICA by the chief executive officer of MAXAMERICA to such effect on the Closing. (c) GOVERNMENTAL APPROVALS. All Consents of Governmental Entities legally required by BRIGHT for the transactions contemplated by this Agreement shall have been filed, occurred, or been obtained, other than such Consents, the failure of which to obtain would not have a Material Adverse Effect on the consummation of the transactions contemplated by this Agreement. (d) CONSENTS OF OTHER THIRD PARTIES. MAXAMERICA shall have received and delivered to Shareholders all requisite consents and approvals of all lenders, lessors, and other third parties whose consent or approval is required in order for MAXAMERICA to consummate the transactions contemplated by this Agreement, or in order to permit the continuation after the Closing of the business activities of MAXAMERICA in the manner such business is presently carried on by MAXAMERICA. (e) MATERIAL ADVERSE CHANGE. Since the date hereof and through Closing, there shall not have occurred any change, occurrence or circumstance in MAXAMERICA having or reasonably likely to have, individually or in the aggregate, in the reasonable judgment of Shareholders, Material Adverse Effect on MAXAMERICA. (f) FINANCING. The Shareholders shall have obtained a loan sufficient to pay off the existing federal and state tax liabilities of BRIGHT. 3.3 CONDITIONS TO MAXAMERICA'S OBLIGATIONS. The obligations of MAXAMERICA shall be subject to the satisfaction prior to or at the Closing of the following conditions unless waived by MAXAMERICA: (a) REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS. The representations and warranties of Shareholders set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except: (i) as otherwise contemplated by this Agreement, or (ii) in respects that do not have a Material Adverse Effect on Shareholders or on the benefits of the transactions provided for in this Agreement. MAXAMERICA shall have received a certificate signed by or on behalf of Shareholders to such effect on the Closing. (b) PERFORMANCE OF OBLIGATIONS OF SHAREHOLDERS. Shareholders shall have performed all agreements and covenants required to be performed by it under this Agreement prior to the Closing, except for breaches that do not have a Material Adverse Effect on Shareholders or on the benefits of the transactions provided for in this Agreement. MAXAMERICA shall have received a certificate signed by or on behalf of Shareholders to such effect on the Closing. (c) GOVERNMENTAL APPROVALS. All Consents of Governmental Entities legally required by BRIGHT for the transactions contemplated by this Agreement shall have been filed, occurred, or been obtained, other than such Consents, the failure of which to obtain would not have a Material Adverse Effect on the consummation of the transactions contemplated by this Agreement. (d) CONSENTS OF OTHER THIRD PARTIES. Shareholders shall have received and delivered to MAXAMERICA all requisite consents and approvals of all lenders, lessors, and other third parties whose consent or approval is required in order for Shareholders to consummate the transactions contemplated by this Agreement, or in order to permit the continuation after the Closing of the business activities of BRIGHT in the manner such business is presently carried on by BRIGHT.

12

(e) MATERIAL ADVERSE CHANGE. Since the date hereof and through Closing, there shall not have occurred any change, occurrence or circumstance in BRIGHT; having or reasonably likely to have, individually or in the aggregate, in the reasonable judgment of MAXAMERICA, a Material Adverse Effect on BRIGHT. (f) NO LIENS. The assets of BRIGHT shall be free and clear from any material liens or encumbrances, except for the liens encumbering certain real property owned by BRIGHT as disclosed in the BRIGHT Disclosure Schedule. (g) OPERATION OF BRIGHT. In the thirty (30) days prior to Closing, the operations of BRIGHT shall have generated no net losses. (h) EQUITY. BRIGHT shall have equity in its assets and properties, including without limitation, real property and furniture, fixtures and equipment, equal to or greater than $300,000 as reflected in BRIGHT's Financial Statements. (i) NO DEBT. BRIGHT shall have no material debt, liabilities or obligations except those that have arisen in the ordinary course of business, or as disclosed in the BRIGHT Disclosure Schedule. ARTICLE 4 CONVENANTS 4.1 CONFIDENTIALITY. Each party hereto will hold and will cause its consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning the other party furnished it by such other party or its representatives in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by the party to which it was furnished, (ii) in the public domain through no fault of such party, or (iii) later lawfully acquired from other sources by the party to which it was furnished), and each party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. Each party shall be deemed to have satisfied its obligations to hold confidential information concerning or supplied by the other party if it exercises the same care as it takes to preserve confidentiality for its own similar information. In the event of termination of this Agreement, each party shall use its best efforts to return to the other party all documents and copies thereof received from the other party that contain information subject to the confidentiality requirements of this Section. Notwithstanding the foregoing, the Shareholders acknowledge and agree that following Closing, MAXAMERICA will be issuing a press release regarding the closing of the transactions contemplated hereunder. 4.2 FURTHER ASSURANCES. Each party agrees that upon the request of any other they will, from time to time, without further consideration, execute and deliver to such other all such instruments and documents of further assurance or otherwise, wand will do any and all such acts and things as may be reasonable required, to carry out the obligations of such party hereunder and to consummate the transactions contemplate hereby. ARTICLE 5 THE CLOSING 5.1 TIME AND PLACE. The purchase and sale of BRIGHT Shares shall take place at the offices of MAXAMERICA, 4100 Newport Place, Suite 730, Newport Beach, CA 92660, on or before September 30, 1999, or at such other time and place as the parties mutually agree upon in writing (which time and place are hereafter referred to as the "Closing"). 5.2 DELIVERIES BY MAXAMERICA. MAXAMERICA shall make the following Deliveries: (a) At Closing, to Shareholders, an Employment Agreement. 13

(b) At Closing, to Shareholders, a certificate executed by MAXAMERICA certifying that all MAXAMERICA's representations and warranties under this Agreement are true as of the Closing, as though each of those representations and warranties had been made on that date; (c) At Closing, to Shareholders, certified resolutions of the Board of Directors and shareholders of MAXAMERICA, in form satisfactory to counsel for Shareholders, authorizing the execution and performance of this Agreement; and 5.3 DELIVERIES BY SHAREHOLDERS. At Closing, Shareholders shall make the following deliveries to MAXAMERICA: (a) A certificate or certificates representing the BRIGHT Shares, duly endorsed by Shareholders for transfer or accompanied by an assignment of the BRIGHT Shares duly executed by Shareholders in form reasonably satisfactory to counsel for MAXAMERICA; (b) The Employment Agreement, each duly executed by the appropriate Shareholder; (c) A certificate executed by Shareholders certifying that the Shareholders' respective representations and warranties under this Agreement are true as of the Closing, as though each of those representations and warranties had been made on that date; (d) Certified resolutions of the Board of Directors and Shareholders of BRIGHT, in a form satisfactory to counsel for MAXAMERICA, authorizing the execution and performance of this Agreement; and (e) The stock books, stock ledgers, minute books, corporate seals, and all other corporate 5.4 BOARD OF DIRECTORS CONSENT. This Agreement is contingent on the unanimous written consent of HomeLife's Board of Directors to approve this agreement, and consent to the issuing of its common shares to Shareholders under the terms of this Agreement. ARTICLE 6 INDEMNIFICATION 6.1 SHAREHOLDERS' INDEMNITY. (a) Upon receipt of notice thereof, Shareholders shall, jointly and severally, indemnify, defend, and hold harmless MAXAMERICA from any and all claims, demands, liabilities, damages, deficiencies, losses, obligations, costs and expenses, including attorney fees and any costs of investigation that MAXAMERICA shall incur or suffer, that arise, result from or relate to (i) any breach of, or failure by Shareholders to perform, any of their representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Shareholders under this Agreement, and (ii) the employment of any of BRIGHT' employees, including the employee set forth in the BRIGHT Disclosure Schedule, which is in violation of any law, regulation, or ordinance of any Governmental Entity. (b) MAXAMERICA shall notify promptly Shareholders of the existence of any claim, demand or other matter to which Shareholders' indemnification obligations would apply, and shall give them a reasonable opportunity to defend the same at their own expense and with counsel of their own selection, provided that MAXAMERICA shall at all times also have the right to fully participate in the defense. If Shareholders, within a reasonable time after this notice, fails to defend, MAXAMERICA shall have the right, but not the obligation, to undertake the defense of, and, with the written consent of the Shareholders, to compromise or settle the claim the claim or other matter on behalf, for the account, and at the risk, of Shareholders. 6.2 MAXAMERICA'S INDEMNITY. (a) Upon receipt of notice thereof, MAXAMERICA shall indemnify, defend, and hold harmless Shareholders from any and all claims, demands, liabilities, damages, deficiencies, losses, obligations, costs and 14

expenses, including attorney fees and any costs of investigation that Shareholders shall incur or suffer, that arise, result from or relate to any breach of, or failure by MAXAMERICA to perform, any of its representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by MAXAMERICA under this Agreement. (b) Shareholders shall notify promptly MAXAMERICA of the existence of any claim, demand or other matter to which MAXAMERICA's indemnification obligations would apply, and shall give it a reasonable opportunity to defend the same at its own expense and with counsel of its own selection, provided that Shareholders shall at all times also have the right to fully participate in the defense. If MAXAMERICA, within a reasonable time after this notice, fails to defend, Shareholders shall have the right, but not the obligation, to undertake the defense of, and, with the written consent of MAXAMERICA, to compromise or settle the claim or other matter on behalf, for the account, and at the risk, of MAXAMERICA. ARTICLE 7 DEFAULT, AMENDMENT AND WAIVER 7.1 DEFAULT. Upon a breach or default under this Agreement by any of the parties (following the cure period provided herein), the non-defaulting party shall have all rights and remedies given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. Notwithstanding the foregoing, in the event of a breach or default by any party hereto in the observance or in the timely performance of any of its obligations hereunder which is not waived by the non-defaulting party, such defaulting party shall have the right to cure such default within fifteen (15) days after receipt of notice in writing of such breach or default. 7.2 WAIVER AND AMENDMENT. Any term, provision, covenant, representation, warranty or condition of this Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party's right at a later time to enforce the same. No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all parties hereto. ARTICLE 8 MISCELLANEOUS 8.1 EXPENSES. Whether or not the transactions contemplated hereby are consummated, each of the parties hereto shall bear all taxes of any nature (including, without limitation, income, franchise, transfer and sales taxes) and all fees and expenses relating to or arising from its compliance with the various provisions of this Agreement and such party's covenants to be performed hereunder, and except as otherwise specifically provided for herein, each of the parties hereto agrees to pay all of its own expenses (including, without limitation, attorneys and accountants' fees and printing expenses) incurred in connection with this Agreement, the transactions contemplated hereby, the negotiations leading to the same and the preparations made for carrying the same into effect, and all such taxes, fees and expenses of the parties hereto shall be paid prior to Closing. 8.2 NOTICES. Any notice, request, instruction or other document required by the terms of this Agreement, or deemed by any of the parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by prepaid telegram or delivered or mailed by registered or certified mail, postage prepaid, with return receipt requested, to the following addresses: TO BRIGHT FINANCIAL CORPORATION: BRIGHT Financial Corporation 20401 Valley Blvd. Suite 204 Walnut, CA 91789 Attn: Mr. Thomas Jarboe

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TO MAXAMERICA: MAXAMERICA, Inc. 4100 Newport Place, Suite 730 Newport Beach, CA 92660 Attn: Mr. Andrew Cimerman The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by delivery in accordance with the provisions of this Section, said notice shall be conclusively deemed given at the time of such delivery. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given forty-eight (48) hours after deposit thereof in the United States mail. If notice is given by telegraph in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time that the telegraphic agency shall confirm delivery thereof to the addressee. 8.3 ENTIRE AGREEMENT. This Agreement, together with the Schedule and exhibits hereto, sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement, or in the schedules or exhibits hereto or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth. 8.4 SURVIVAL OF REPRESENTATIONS. All statements of fact (including financial statements) contained in the Schedule, the exhibits, the certificates or any other instrument delivered by or on behalf of the parties hereto, or in connection with the transactions contemplated hereby, shall be deemed representations and warranties by the respective party hereunder. All representation, warranties agreements and covenants hereunder shall survive the Closing and remain effective regardless of any investigation or audit at any time made by or on behalf of the parties or of any information a party may have in respect hereto. Consummation of the transactions contemplated hereby shall not be deemed or construed to be a waiver of any right or remedy possessed by any party hereto, notwithstanding that such party knew or should have known at the time of Closing that such right or remedy existed. 8.5 INCORPORATED BY REFERENCE. The schedules, exhibits and all documents (including, without limitation, all financial statements) delivered as part hereof or incident hereto are incorporated as a part of this Agreement by reference. 8.6 REMEDIES CUMULATIVE. No remedy herein conferred upon the parties is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. 8.7 EXECUTION OF ADDITIONAL DOCUMENTS. Each party hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. 8.8 FINDERS' AND RELATED FEES. Each of the parties hereto is responsible for, and shall indemnify the other against, any claim by any third party to a fee, commission, bonus or other remuneration arising by reason of any services alleged to have been rendered to or at the instance of said party to this Agreement with respect to this Agreement or to any of the transactions contemplated hereby. 8.9 GOVERNING LAW. This Agreement has been negotiated and executed in the State of California and shall be construed and enforced in accordance with the laws of such state. 16

8.10 FORUM. Each of the parties hereto agrees that any action or suit which may be brought by any party hereto against any other party hereto in connection with this Agreement or the transactions contemplated hereby may be brought only in a federal or state court in Orange County, California. 8.11 BINDING EFFECT AND ASSIGNMENT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives and assigns. 8.12 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 17

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. BRIGHT FINANCIAL CORPORATION a California corporation By ______________________________ Name: ___________________________ Its: ____________________________ SHAREHOLDERS Thomas Jarboe Kemper Elliot MAXAMERICA, INC. A California Corporation By ______________________________ Name: ___________________________ Its: ____________________________ 18

EXHIBIT A ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF HOMELIFE, INC. A Nevada Corporation The undersigned constituting the entire Board of Director of HOMELIFE, Inc. a Nevada corporation (the "Corporation"), in accordance with code section 78.315 of the Nevada Revised Statutes, without the formality of convening a meeting, do hereby consent to and adopt the following resolutions. ACQUISITION OF BRIGHT FINANCIAL CORPORATION WHEREAS, the President of the Corporation has been in discussions with the principals of BRIGHT Financial Corporation about the purchase of stock in their company in consideration of the common stock of HomeLife, and; WHEREAS, the Shareholders of BRIGHT Mortgage Corporation have agreed to sell their shares to MAXAMERICA Financial Services, Inc. NOW, THEREFORE IT IS HEREBY RESOLVED, that the President of the Corporation will have the approval of the Board of Directors to sell sufficient shares of the common stock of the Corporation to satisfy the terms of the Acquisition Agreement between BRIGHT Financial Corporation and MAXAMERICA Financial Services dated ______, 1999. The undersigned constituting all of the Directors of the Corporations, by affixing their signature below do hereby approve the resolution set forth above. 19

IN WITNESS WHEREOF, the undersigned Directors constituting all of the Directors of the Corporation have executed this Unanimous Written Consent in Lieu of Meeting as of this ______ day of August, 1999. Andrew Cimerman Robert L. Cashman Terry A. Lyles F. Bryson Farrill 20

EXHIBIT B EMPLOYMENT AGREEMENT 21

EXHIBIT C BRIGHT DISCLOSURE SCHEDULE The items set forth below are exceptions to the representations and warranties of Shareholders set forth in Section 2.1 of this Agreement. Any matter set forth herein as an exception to a section of the Agreement shall be deemed to constitute and exception to all other applicable sections of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in this Agreement.
Section 2.1.1 2.1.2 2.1.3 2.1.4 2.1.5 2.1.6 2.1.7 2.1.8 2.1.9 2.1.10 2.1.11 2.1.12 2.1.13 2.1.14 2.1.15 2.1.16 2.1.17 2.1.18 2.1.19 2.1.20 2.1.21 Exception Organization. Standing. Power. Authority Capitalization of BRIGHT No Defaults Governmental Consents Financial Statements Absence of Undisclosed Liabilities Absence of Changes Patents and Trademarks Employee Benefit Plans Other Personal Property Major Contracts Leases in Effect Taxes Disputes and Litigation Compliance with Laws Related Party Transactions Insurance Minute Books Disclosure Reliance

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EXHIBIT D MAXAMERICA DISCLOSURE SCHEDULE The items set forth below are exceptions to the representations and warranties of Shareholders set forth in Section 2.1 of this Agreement. Any matter set forth herein as an exception to a section of the Agreement shall be deemed to constitute and exception to all other applicable sections of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in this Agreement.
Section 2.2.1 2.2.2 2.2.3 2.2.4 2.2.5 2.2.6 2.2.7 2.2.8 2.2.9 2.2.10 2.2.11 2.2.12 2.2.13 2.2.14 2.2.15 2.2.16 2.2.17 2.2.18 Exception Organization. Standing. Power. Authority Capitalization of MAXAMERICA No Defaults Governmental Consents Financial Statements Absence of Undisclosed Liabilities Patents and Trademarks Employee Benefit Plans Major Contracts Leases in Effect Taxes Disputes and Litigation Compliance with Laws Insurance Minute Books Disclosure Reliance

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LIST OF SUBSIDIARIES WHOLLY-OWNED SUBSIDIARIES HomeLife Realty Services, Inc. FamilyLife Realty Services, Inc. MaxAmerica Financial Services, Inc. Red Carpet Broker Network, Inc National Sellers Network, Inc. Builders Realty (Calgary) Ltd. Aspen Benson & May Investment Bankers LLC., HomeLife California Realty, Inc. HomeLife Properties, Inc. MAJORITY-OWNED SUBSIDIARIES The Keim Group Ltd.- 93 1/3% MaxAmerica Home Warranty Company 82.72%