Purchase and Sale Agreement between Saxton Incorporated and Affordable Housing Acceptance LLC for Homebanc Mortgage Corporation Assets

Summary

Saxton Incorporated agrees to sell the fixed assets and mortgage pipeline of its subsidiary, Homebanc Mortgage Corporation, to Affordable Housing Acceptance LLC (dba The Platinum Investment Group) for $12,000. The agreement outlines payment terms, transfer of assets, and responsibilities for accounts, employees, and office space. Buyer will assist in winding up Homebanc’s operations and must obtain an FHA license. Seller retains responsibility for liabilities before August 1, 2000, while Buyer assumes obligations thereafter. The agreement is governed by Nevada law and includes provisions for legal fees and confidentiality.

EX-10.23 4 0004.txt PURCHASE AND SALE AGREEMENT --------------------------- THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into as of the _____ day of August, 2000, by and between Saxton Incorporated, a Nevada corporation ("Seller"), and Affordable Housing Acceptance L.L.C. dba The Platinum Investment Group (a licensed Mortgage Broker) ("Buyer"). Subject to the terms and conditions set forth herein, the parties agree as follows: RECITALS A. Seller owns 100% of the outstanding capital stock of the Homebanc Mortgage Corporation, an Arizona corporation ("Homebanc"). B. Seller desires to discontinue the operations of Homebanc and sell the fixed assets of Homebanc to Buyer. C. Buyer desires to purchase the fixed assets of Seller and assist Seller in the wind-up of the Homebanc operations. NOW, THEREFORE, in consideration of the promises and mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: 1. The Acquisition. Subject to the terms and conditions of this Agreement, ---------------- Buyer shall acquire the fixed assets and Mortgage Pipeline of Homebanc (the "Assets") as listed on Exhibit A hereto. 2. Purchase Price. The Purchase Price for the Assets shall be Twelve --------------- Thousand Dollars ($12,000.00). The Purchase Price shall be paid as follows: a. Upon execution of this Agreement, Buyer shall pay to Seller in immediately available funds, the sum of Eight Thousand Dollars ($8,000.00); and b. The balance shall be paid to Seller in two (2) monthly payments of Two Thousand Dollars ($2,000.00) each payable on August 1, 2000 and September 1, 2000. c. Buyer agrees to sublease the Lease Space on the terms set forth in Section 4(b), hereof. d. Buyer agrees to forego any salary or other compensation from Seller after August 1, 2000. 3. Title to the Assets. Seller shall convey all rights, title and interest -------------------- in and to the Assets to Buyer, free and clear of all encumbrances, liens, property, taxes, and assessments. 4. Discontinuation of Operations. ------------------------------- a. Employees. Effective August 1, 2000, Seller shall terminate the --------- employment of all Homebanc employees, save and except Buyer, who agrees to forego any salary or other compensation during the remaining term of his employment with Homebanc. Seller hereby grants Buyer the right to negotiate with the Homebanc employees about possible employment with Buyer. Notwithstanding the above, Homebanc Mortgage will pay commissions earned in July and payable August 31,2000 (attached as Exhibit B) from current operating account. b. Lease Space. Effective immediately, Seller shall seek to sublease the ----------- Homebanc office space otherwise known as Suite 380, located at 2111 E. Highland, Phoenix, Arizona (the "Lease Space"). Until Seller enters into such a sublease, Seller shall sublease the Lease Space to Buyer at the lease rate of $2,500.00/month. Seller shall give Buyer notice of a sublease as soon as practicable in order to afford Buyer with as much notice to vacate as possible. c. Operating Funds. Effective immediately, Seller shall take possession of --------------- any and all cash or other funds held by Homebanc, estimated at Fifty Eight Thousand Dollars ($58,000.00). d. Accounts Payable. Seller shall be liable for any and all accounts ----------------- payable and/or expenses incurred by or on behalf of Homebanc through July 31, 2000. Any and all accounts payable and/or expenses incurred by or on behalf of Homebanc on or after August 1, 2000, shall be the sole and exclusive liability of Buyer. e. Accounts Receivable. Seller shall be entitled to receive any and all -------------------- accounts receivable and/or proceeds received by Homebanc through July 31, 2000. Any and all accounts receivable and/or proceeds received by Homebanc on or after August 1, 2000, shall be the property of Buyer. f. Continuing Operations of Homebanc. Until the Homebanc Closing, as ------------------------------------ defined herein, Buyer shall provide to Seller, on or before the 5th day of each month, a monthly financial statement of the Homebanc operations in such form and with such content as is deemed reasonable by Seller. g. Buyer's FHA Licensing. Buyer hereby represents and warrants that upon ---------------------- execution of this Agreement, Buyer will actively pursue obtaining his FHA license ("Buyer's License"). Buyer shall provide proof to Seller of Buyer's application for Buyer's License on or before September 15, 2000. h. Homebanc Trust Account. The Homebanc Trust Account, otherwise known as ----------------------- Account No. 6315702880, with Wells Fargo Bank, shall be transferred to Buyer upon Buyer obtaining Buyer's License. Until such transfer has been consummated, Buyer shall continue to have sole access to the Trust Account as the Responsible Party under the Homebanc license. All records, checks and account information shall be in the possession of Buyer as responsible party. 2 i. Cessation of Operations. Upon Buyer obtaining Buyer's License, Seller ------------------------ shall cease operations of Homebanc (the "Homebanc Closing"), but in no event shall the Homebanc Closing occur after November 1, 2000, irregardless of whether or not Buyer has obtained Buyer's License. j. Buyer's Indemnification of Seller. During Buyer's continued employment ---------------------------------- with Homebanc and until the Homebanc Closing, Buyer shall indemnify and hold Seller harmless from and against any and all liability associated with or resulting from Buyer's operation of Homebanc. 5. Fees. Each party shall bear its own legal and accounting fees and other ---- expenses relating to this transaction. 6. No Brokers. Each party represents and warrants to the other that no ----------- broker, finder or middleman has been engaged by such party or is acting on its behalf in connection with this transaction. 7. Governing Law. This Letter shall be governed by and construed in -------------- accordance with the laws of the State of Nevada without regard to or application of choice of law rules or principals. 8. Venue. The parties agree that any action or proceeding arising out of or ----- relating to this Letter shall be commenced in a state or federal court of or in Clark County, Nevada, which the parties agree shall be the sole and exclusive venue. 9. Litigation. If any litigation or other proceeding between the parties is ---------- commenced in connection with or related to this Letter, the losing party shall pay the reasonable attorneys' fees and costs and expenses of the prevailing party incurred in connection therewith. 10. Disclosure. Without the prior written consent of the other party, ---------- neither Seller nor Buyer will make any public disclosure of or relating to this Letter or the transactions contemplated hereby. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. SAXTON INCORPORATED, Affordable Housing Acceptance, LLC a Nevada Corporation dba, The Platinum Investment Group By: __________________________ ________________________________ James C. Saxton, CEO William Cheatham 3