LOAN AGREEMENT

Exhibit 10.2

LOAN AGREEMENT

   THIS LOAN AGREEMENT (“Agreement”) is executed as of June 19, 2001, by and between REGAN HOLDING CORP, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).

R E C I T A L S

A. Borrower owns or will own certain real property described in Exhibit A hereto and all improvements now or hereafter existing thereon (collectively, the “Property”).

B. Borrower desires to borrow from Lender, and Lender agrees to loan to Borrower, the amounts described below.

NOW, THEREFORE, Borrower and Lender agree as follows:

ARTICLE 1. DEFINITIONS

1.1 DEFINED TERMS. The following capitalized terms generally used in this Agreement shall have the meanings defined or referenced below. Certain other capitalized terms used only in specific sections of this Agreement are defined in such sections.

“ADA” — means the Americans with Disabilities Act, 42 U.S.C. 676712101, et. seq. as now or hereafter amended or modified.

“Agreement” — shall have the meaning ascribed to such term in the preamble hereto.

“Bankruptcy Code” — means the Bankruptcy Reform Act of 1978 (11 USC 67101-1330) as now or hereafter amended or recodified.

“Border Zone Property” — means any property designated as “border zone property” under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith.

“Borrower” — means REGAN HOLDING CORP, a California corporation.

“Business Day” — means a day of the week (but not a Saturday, Sunday or holiday) on which the offices of Lender are open to the public for carrying on substantially all of Lender’s business functions. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.

“Deed of Trust” — means that certain Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith executed by REGAN HOLDING CORPORATION, a California corporation, as Trustor, to American Securities Company, a California corporation, as Trustee, for the benefit of Lender, as Beneficiary, as hereafter amended, supplemented, replaced or modified.

“Default” — shall have the meaning ascribed to such term in that certain Section entitled Default.

“Effective Date” — means the date the Deed of Trust is recorded in the Office of the County Recorder of the county where the Property is located.

“Extended Maturity Date” — means June 19, 2002.

“Guarantor” — Legacy Marketing Group, Inc.

“Hazardous Materials” — shall have the meaning ascribed to such term in that certain Section entitled Hazardous Materials.

“Hazardous Materials Claims” — shall have the meaning ascribed to such term in that certain Section entitled Hazardous Materials Claims.

“Hazardous Materials Laws” — shall have the meaning ascribed to such term in that certain Section entitled Hazardous Materials Laws.

“Indemnitor” — not applicable.

“Lender” — means WELLS FARGO BANK, NATIONAL ASSOCIATION.

“Loan” — means the principal sum that Lender agrees to lend and Borrower agrees to borrow pursuant to the terms and conditions of this Agreement: Four Million Seven Hundred Fifty Thousand and 00/100ths Dollars ($4,750,000.00).

“Loan Documents” — means those documents, as hereafter amended, supplemented, replaced or modified, properly executed and in recordable form, if necessary, listed in Exhibit B as Loan Documents.

“Maturity Date” — means December 19, 2001.

“Non-Borrower Trustor” — not applicable.

“Note” — means that certain Promissory Note Secured by Deed of Trust of even date herewith, in the original principal amount of the Loan, executed by Borrower and payable to the order of Lender, as hereafter amended, supplemented, replaced or modified.

“Option to Extend” — means Borrower’s option, subject to the terms and conditions of that certain Section entitled Option to Extend, to extend the term of the Loan from the Maturity Date to the Extended Maturity Date.

“Original Maturity Date” — means the Maturity Date.

“Other Related Documents” — means those documents, as hereafter amended, supplemented, replaced or modified from time to time, properly executed and in recordable form, if necessary, listed in Exhibit B as Other Related Documents.

“Participant” — shall have the meaning ascribed to such term in that certain Section entitled Loan Sales and Participations; Disclosure of Information.

“Prime Rate” — means a base rate of interest which Lender establishes from time to time and which serves as the basis upon which the effective rates of interest are calculated for those loans making reference thereto. Any change in an effective rate due to a change in the Prime Rate shall become effective on the day each such change is announced within Lender.

“Property” — shall have the meaning ascribed to such term in Recital A.

“Subdivision Map” — shall have the meaning ascribed to such term in that certain Section entitled Subdivision Maps.

“Title Policy” — means the ALTA Lender’s Policy of Title Insurance as issued by Commonwealth Land Title Insurance Company.

      1.2 EXHIBITS INCORPORATED. Exhibits A and B, attached hereto, are hereby incorporated into this Agreement.

ARTICLE 2. LOAN

2.1 LOAN. Subject to the terms of this Agreement, Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the principal sum of Four Million Seven Hundred Fifty Thousand and 00/100ths Dollars ($4,750,000.00); said sum to be evidenced by the Note of even date herewith. The Note shall be secured, in part, by the Deed of Trust, of even date herewith, encumbering certain real property and improvements as legally defined therein. Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used for the acquisition of the Property.

2.2 LOAN FEE. Borrower shall pay to Lender, at or before Loan closing, a loan fee in the amount of $50,000.00.

2.3 LOAN DOCUMENTS. Borrower shall deliver to Lender concurrently with this Agreement each of the    documents, properly executed and in recordable form, as applicable, described in Exhibit B as Loan Documents, together with those documents described in Exhibit B as Other Related Documents.

2.4 EFFECTIVE DATE. The date of the Loan Documents is for reference purposes only. The Effective Date of delivery and transfer to Lender of the security under the Loan Documents and of Borrower’s and Lender’s obligations under the Loan Documents is the date the Deed of Trust is recorded in the Office of the County Recorder of the county where the Property is located.

2.5 MATURITY DATE. The Maturity Date of the Loan shall be December 19, 2001, at which time all sums due and owing under this Agreement and the other Loan Documents shall be repaid in full. All payments due to Lender under this Agreement, whether at the Maturity Date or otherwise, shall be paid in immediately available funds.

2.6 CREDIT FOR PRINCIPAL PAYMENTS. Any payment made upon the outstanding principal balance of the Loan shall be credited as of the Business Day received, provided such payment is received by Lender no later than 11:00 A.M. (Pacific Standard Time or Pacific Daylight Time, as applicable) and constitutes immediately available funds. Any principal payment received after said time or which does not constitute immediately available funds shall be credited upon such funds having become unconditionally and immediately available to Lender.

2.7 FULL REPAYMENT AND RECONVEYANCE. Upon receipt of all sums owing and outstanding under the Loan Documents, Lender shall issue a full reconveyance of the Property from the lien of the Deed of Trust; provided, however, that all of the following conditions shall be satisfied at the time of, and with respect to, such reconveyance: (a) Lender shall have received all escrow, closing and recording costs, the costs of preparing and delivering such reconveyance and any sums then due and payable under the Loan Documents; and (b) Lender shall have received a written release satisfactory to Lender of any set aside letter, letter of credit or other form of undertaking which Lender has issued to any surety, governmental agency or any other party in connection with the Loan and/or the Property. Lender’s obligation to make further disbursements under the Loan shall terminate as to any portion of the Loan undisbursed as of the date of issuance of such release or reconveyance, and any commitment of Lender to lend any undisbursed portion of the Loan shall be canceled.

2.8 OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Maturity Date (for purposes of this Section, “Original Maturity Date”), to the Extended Maturity Date, upon satisfaction of each of the following conditions precedent:

                       (a) Borrower shall provide Lender with written notice of Borrower’s request to exercise the Option to Extend not more than ninety (90) days but not less than thirty (30) days prior to the Original Maturity Date;

                       (b) As of the date of Borrower’s delivery of notice of request to exercise the Option to Extend, and as of the Original Maturity Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing;

Except as modified by this Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect.

ARTICLE 3. DISBURSEMENT

      (d) The Deed of Trust is a valid lien upon the Property and is prior and superior to all other liens and encumbrances thereon except those approved by Lender in writing.

         3.2 ACCOUNT, PLEDGE AND ASSIGNMENT, AND DISBURSEMENT AUTHORIZATION. The proceeds of the Loan, when qualified for disbursement, shall be disbursed to or for the benefit or account of Borrower under the terms of this Agreement; provided, however, that any direct disbursements from the Loan which are made by means of wire transfer, shall be subject to the provisions of any funds transfer agreement which is identified in Exhibit B hereto. Disbursements hereunder may be made by Lender upon the written request of ______________________ until such time as written notice of Borrower’s revocation of such authority is received by Lender at the address herein.

ARTICLE 4. INSURANCE

Borrower shall, while any obligation of Borrower or any Guarantor under any Loan Document remains outstanding, maintain at Borrower’s sole expense, with licensed insurers approved by Lender, the following policies of insurance in form and substance satisfactory to Lender:

ARTICLE 5. REPRESENTATIONS AND WARRANTIES

As a material inducement to Lender’s entry into this Agreement, Borrower represents and warrants to Lender as of the Effective Date and continuing thereafter that:

ARTICLE 6. HAZARDOUS MATERIALS

ARTICLE 7. COVENANTS OF BORROWER

ARTICLE 8. REPORTING COVENANTS

Within thirty (30) days of Lender’s request, Borrower shall also deliver to Lender (i) quarterly consolidated financial statements for Borrower; (ii) monthly operating statements for the Borrower, comparing actual results to the previously submitted budget for the month and the year to date; (iii) any financial information regarding any persons or entities in any way obligated on the Loan as Lender may specify. If audited financial information is prepared, Borrower shall deliver to Lender copies of that information within fifteen (15) days of its final preparation. Except as otherwise agreed to by Lender, all such financial information shall be prepared in accordance with generally accepted accounting principles consistently applied.

ARTICLE 9. DEFAULTS AND REMEDIES

      (l) Transfer of Assets. The sale, assignment, pledge, hypothecation, mortgage or transfer of all or a substantial portion of assets of Borrower and/or Guarantor other than in the ordinary course of business of said entities; or

ARTICLE 10. MISCELLANEOUS PROVISIONS

IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement as of the date appearing on the first page of this Agreement.

DESCRIPTION OF PROPERTY

Exhibit A to LOAN AGREEMENT between REGAN HOLDING CORP, a California
corporation, as “Borrower”, and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as “Lender”, dated as of June 19, 2001.

All the certain real property located in the County of Sonoma, State
of California, described as follows:

PARCEL ONE:

PARCELS 1and 2 as shown and designated upon City of Petaluma Parcel
Map No. 171, filed December 30, 1980 in Book 316 of Maps, Page 22,
Sonoma County Records.

EXCEPTING THEREFROM that portion contained in Deed to the City of
Petaluma, a Municipal Corporation, recorded February 1, 1990 under
Instrument No. 90-11544, and re-recorded March 27, 1990 as Document
No. 90-30132, and re-recorded April 18, 1990 as Document No. 90-38789,
Sonoma County Records.

ALSO EXCEPTING THEREFROM that portion contained in Deed to John M.
Headley, et al, recorded February 1, 1990 as Instrument No. 90-11545,
and re-recorded March 27, 1990 as Document No. 90-30135.

ALSO EXCEPTING THEREFROM that portion contained in the Deed of Trust
to the City of Petaluma recorded June 7, 1996 as Document No.
96-50841, Sonoma County Records.

PARCEL TWO:

AN EASEMENT for public utilities, 10 feet wide, lying Easterly of and
adjacent to, the Westerly line of the above-described Parcel, being
more particularly described as follows:

BEGINNING at Point “X” as set forth in Parcel 1 of Corporation Grant
Deed recorded February 1, 1990 in Document No. 90-11545. Thence along
said line common to Teitler and U-Haul Company South 54 degrees 08
minutes 19 seconds East, 10.00 feet; thence leaving said line and
parallel with the above-described Right-of-Way line South 35 degrees
51 minutes 41 seconds West, 143.47 feet to the point of curvature;
thence on a tangent curve to the right, radius 133 feet, through a
central angle of 27 degrees 28 minutes 28 seconds, an arc length of
63.78 feet to a point on the existing Easterly Right-of-Way line of
Marina Avenue; thence along said line North 35 degrees 51 minutes 41
seconds East, 26.65 feet; thence on a non-tangent curve to the right
whose center bears North 37 degrees 44 minutes 44 seconds West, radius
123 feet, through a central angle of 16 degrees, 23 minutes 35
seconds, an arc length of 35.19 feet to a point of tangency; thence
North 35 degrees 51 minutes 41 seconds East, 143.47 feet to the point
of beginning.

EXCEPTING therefrom all that portion lying within parcel one above.

PARCEL THREE:

FOR THE PLACE OF COMMENCEMENT BEGIN at the Northwesterly corner of the
tract of land described in the Deed from Brandon Heirs to A.W. Baker,
dated May 14, 1912 and recorded in Book 73 of Official Records of
Sonoma County, Page 388, said Northwesterly corner being on the
Southerly line of the Lakeville Highway, thence Easterly along the
Southerly line of said Highway, 318.36 feet to a point; thence
Southwesterly and parallel with the Northwesterly line of said tract
of land so conveyed to A.W. Baker, 239.12 feet to the actual place of
commencement; thence Northwesterly at right angles, 100 feet to a
point; thence Northeasterly at right angles, 60 feet to a point on the
Southwesterly line of the land described in the Deed from A.W. Baker,
et al, to Stanley McCutchan, dated October 13, 1927 and recorded June
26, 1928 in Book 205 of Official Records of Sonoma County, Page 149;
thence Southeasterly at right angles and along the Southwesterly line
of said land conveyed to McCutchan, 100 feet to a point; thence
Southwesterly at right angles 60 feet to the place of commencement.

EXCEPTING THEREFROM that portion lying within the City of Petaluma,
Sonoma County, California, being a portion of the Lands of John M.
Headley and Delores A. Headley, husband and wife, co-trustees under a
declaration of trust dated April 2, 1981 and amended June 14, 1982, as
conveyed by Deed recorded under Document No. 90-11543 of Official
Records, Sonoma County Records, and being more particularly described
as follows:

BEGINNING at the most Westerly corner of said lands, also being a
point on the Easterly Right-Of-Way line of Marina Avenue; thence along
said Right-Of-Way line North 35 degrees 51 minutes 41 seconds East,
8.56 feet to a point hereinafter referred to as Point “A”; thence
leaving said Right-Of-Way line in a Southerly direction, on a curve
concave Westerly, with a radius of 155 feet, through a central angle
of 3 degrees 14 minutes 35 seconds, an arc length of 8.77 feet to a
point on the Southwesterly line of said lands; thence along said line
North 54 degrees 08 minutes 19 seconds West, 1.94 feet to the point of
beginning.

PARCEL FOUR:

BEING A PORTION of the land deeded to Henry Reynaud by A.W. Baker in
that certain Deed of November 10, 1926, Second Tract, recorded in
Liber 154 of Official Records, Page 185, Sonoma County Records.
Starting at a point on the Southerly side of Lakeville Highway, said
point being where the boundary lines of the land of George McClintaock
and the lands of Joseph and Mary Pereira intersect the Southerly side
line of the Lakeville Highway; thence from said point Easterly and
along the Southerly side of the Lakeville Highway, 185.71 feet to a
point; thence Westerly and parallel with the Easterly boundary line of
the lands of Pereira 151.98 feet to the point of beginning; thence at
right angles 100 feet to a point (this being in an Easterly
direction); thence at an angle and in a Southerly direction and
parallel with the boundary line of Pereira 40 feet to a point; thence
at an angle and in a Westerly direction, 100 feet to a point; thence
at an angle and in a Northerly direction and parallel with the
boundary line (Easterly) of the lands of Pereira, 40 feet to the point
of beginning. The land to be deeded being bounded on one side by
Hobbie and the side, by Vail.

PARCEL FIVE:

COMMENCING at the common corner of the lands of S.M. Bell and A. W.
Baker as described in

Deed dated September 25, 1929 and recorded September 30, 1929 in Liber
237 of Official Records, at Page 429, Sonoma County Records; thence
along the Southerly line of Lakeville Highway, North 84? 07’ East
318.36 feet; thence South 35? 54” West 319.12 feet to the point of
beginning; and thence from said point of beginning at right angles
Northwesterly, 100 feet to the Easterly line of Petroleum Avenue;
thence South 35? 54’ West, 80 feet along the Easterly line of
Petroleum Avenue to a point; thence at right angles Southeasterly 100
feet to a point; thence North 35? 54’ East, 80 feet to the point of
beginning.

PARCEL SIX:

BEING a portion of that tract of land deeded to A. W. Baker by the
Brandon heirs on May 14, 1924 as recorded in Book 73 of Official
Records, page 388, Sonoma County Records; beginning at a point on the
Southerly side of the Lakeville Highway, said point being the
Northwesterly corner of said tract of land, and is a point common with
the lands of S. M. Bell, and running thence from said corner in an
Easterly direction along the Southerly side line of the Lakeville
Highway, 172.65 feet, more or less, to a point; thence running in a
Southerly direction and parallel with the Westerly side line of said
tract of land, 191.98 feet, more or less, to the point of
commencement.

BEGINNING at said point of commencement and running in an Easterly
direction and at right angles with the said Westerly line, 100 feet;
thence at right angles in a Southerly direction and parallel with the
Westerly side line of said tract, 40 feet, more or less; thence at
right angles running Westerly to a point 100 feet; and thence at right
angles and running in a Northerly direction and parallel with the
Westerly side line of said tract, 40 feet to the point of
commencement.

A.P. No. 005-050-036

DOCUMENTS

Exhibit B to LOAN AGREEMENT between REGAN HOLDING CORP, a California
corporation, as “Borrower”, and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as “Lender”, dated as of June 19, 2001 (“Agreement”).

            1.2The Promissory Note Secured by Deed of Trust of even date herewith in the original principal amount of the Loan made by Borrower payable to the order of Lender.

      Association.