Merchant Receivable Sale and Security Agreement

This Merchant Receivable Sale and Security (“Agreement”) dated this 7 ^th day of November 2008 is made by and between GIA Capital, Inc., having its principal office at 3993 Howard Hughes Parkway, Suite 250, Las Vegas, NV 89169-6754 (“Purchaser”) and the merchant listed below (“Merchant”).

In consideration of the payment of the purchase price specified below (the “Purchase Price”), Purchase will purchase from Merchant, and Merchant will sell to Purchase, the percentage specified below (the “Specified Percentage”) of each of Merchant’s future accounts and contract rights arising from or relating to the payment of the gross amount of monies from the use of Merchant’s customers of credit cards or debit cards for the purchase of Merchant’s goods or services at each of Merchant’s locations (“Future Receivables”) until the amount specified below (“Purchased Amount”) has been paid to Purchaser.  Prior to receipt of the Purchase Price, Merchant shall enter into a credit card processing agreement with a credit card processor approved by Purchaser (the “Processor”).  Merchant and Purchaser agree that this Agreement is an agreement to purchase future credit card receivables and is not a loan from Purchaser to Merchant.  Both parties agree that this agreement is entered into for business or commercial purposes and that the funds from the Purchase Price will not be used for personal, family or household purposes.

Amount of Future Credit Card Receipts to be Purchased *– Purchase Amount $101,470.00

Amount to be Funded to Merchant* - Purchase Price $73,000.00

Specified Percentage (Daily Batch Split)* - 90% Merchant; 10% Purchase

* The numbers inserted in each of these sections are only projections and are subject to change once Purchaser has completed its due diligence.  Any revisions to these sections shall be made pursuant to an Addendum to this Agreement executed by both Purchaser and Merchant.

At the time of entering into this Agreement, Merchant shall elect Option 1 – The Control Account Option or Option 2 – The Processor Split Option.  Such election shall be made by Merchant by initialing the appropriate statement set forth on the signature page hereto.  Provided that merchant is not in default under the terms of this Agreement, Merchant may change its election at any time during the term of this Agreement by giving Purchaser no less than 30 days prior written notice specifying its desire to change from one option to the other.  Purchaser can accept or reject such notice to change Merchant’s election in Purchaser’s sole discretion.

Option 1 – The Control Account Option (the following Section A1 shall only apply if The Control Option is elected)

A1.  Processing and Control Account

A1.1.  Prior to the payment of the Purchase Price, Merchant agrees to enter into an agreement or agreements with Processor acceptable to Purchaser to obtain credit and debit card processing services (whether one or more, the “Processor Agreement”).  In additional, Merchant agrees that it shall deliver to the Processor written irrevocable instructions to pay all credit card settlements due and owing to Merchant under the Processor Agreement directly to the Control Account (as hereinafter defined) until the full amount of the Purchased Amount has been paid to Purchaser (the “Control Account Instruction”).  Merchant understands that the Control Account Instruction shall be irrevocable, absolute and unconditional until such time as Purchaser has received the total Purchased Amount set forth herein, and any other amounts due.  Prior to the payment of the Purchase Price, Purchaser shall receive evidence, in form and substance acceptable to Purchaser that the Control Account Instruction has been delivered to Processor.  Merchant further acknowledges and agrees that Processor will be acting on behalf of Purchaser to collect the Amount of Future Credit Card Receipts to be Purchased.  Merchant acknowledges and agrees that Processor may provide Purchaser with Merchant’s credit card, debit card and any other payment card processing history, including without limitation Merchant’s chargeback experience and any communications about Merchant received by Processor from a card processing system, as well as any other information Purchaser deems pertinent to this Agreement, including, without limitation the foregoing information as it relates to Merchant’s principal and affiliates.  In the event that the Processor refuses to honor a request by Purchaser for such credit card sales history then, upon request of Purchaser to Merchant, merchant shall immediately obtain the credit sales history from the Processor and deliver the information to Purchaser within five (5) business days on Purchaser’s request.  Merchant understands that Purchaser does not have any power or authority to control Processor’s actions with respect to the authorization, clearing, settlement and other processing of card transactions.  Purchaser is not responsible for Processor’s actions, and Merchant agrees to hold Purchaser harmless for Processor’s actions or omissions.

A1.2. Upon execution of this Agreement by Purchaser and Merchant, Purchaser, on behalf of Merchant, will establish an account (the “Control Account”).  In connection therewith, Purchaser, Merchant and the bank (the “Control Account Bank”) will enter into a Deposit Account Control Agreement (the “Account Control Agreement”), which, among other things will provide that (i) Purchaser has a security interest in the Control Account and (ii) the Specified Percentage of all amounts deposited therein will be distributed directly to Purchaser, with the balance distributed to Merchant, until such time as Purchaser receives the total Purchased Amount, and any other amounts due pursuant to this Agreement.  The Merchant understands and agrees that the Control Account shall be the sole depository for Merchant’s credit card settlements until Purchaser receives payment in full of the Purchased Amount, and any other amounts due pursuant to this Agreement; provided, however, that Purchaser shall have the right to change

Control Account Bank or location of the Control Account from time-to-time, at its sole discretion, upon providing advance written notice to Merchant and the Processor. Merchant agrees to cooperate fully with Purchaser and Control Account Bank, now and as may be required from time to time, in executing and delivering any and all documents required to establish the Control Account in accordance with the terms hereof.  Any fees, costs, or expenses associated with the Control Account shall be the responsibility of Merchant, and Merchant hereby authorizes Control Account Bank to debit the Control Account for such fees, costs or expenses.  The Merchant acknowledges and agrees that any debits resulting from chargebacks or reversals, Processor fees or other sources that are charged to the Control Account are the sole responsibility of Merchant and Merchant hereby authorizes Control Account Bank to transfer such debits through to Merchant’s bank accounts via automated clearing house procedures.

A1.3.  The Merchant agrees that, in accordance with the Account Control Agreement, Control Account Bank may rely upon the instruction of Purchaser, without any independent verification of, or approval by, Merchant, in making distributions from the Control Account.

A1.4.  The Merchant understands and agrees that (i) Purchaser, is not affiliated with Control Account Bank, except with regard to its banking relationship; (ii) except as normally associated with  bank accounts, Purchaser does not have the power or authority to control Control Account Bank’s actions; (iii) Purchaser is not responsible for Control Account Bank’s actions; and (iv) Merchant agrees to release and hold harmless Purchaser for claims arising from, or related to, Control Account Bank’s actions or activities.

A1.5. When Purchaser has received the entire Purchased Amount, and any other amounts due pursuant to this Agreement, Purchaser shall provide a termination notice pursuant to the terms of the Account Control Agreement instructing Control Account Bank to remit all future Merchant credit card settlements directly to Merchant.  Within five (5) business days after Purchaser provides notice to Merchant that the Purchased Amount, and any other amounts due, has been received, Purchaser shall instruct the Processor to redirect the credit settlements from the Control Account to an account to be designated by Merchant and Merchant is herby authorized to close the Control Account.  Upon providing notice to Merchant, Purchaser shall have no liability to Merchant with regard to (i) redirection of the credit card settlements, or (ii) closure of the Control Account in accordance with this Agreement.

A1.6. Purchaser shall have the right, but not the obligation, to produce a monthly processing statement reflecting activity in the Control Account.

A1.7. Merchant agrees that Purchaser has the option in its sole and absolute discretion to instruct Processor to conduct a processing trial (the “Processing Trial”) to determine whether Future Receivables will be correctly processed through Processor to the Control Account.  Purchaser agrees to make a determination as to whether to purchase Future Receivables promptly after the completion of the Processing Trial.  If Purchaser decides to purchase Future Receivables, then all of the cash received by Purchaser in connection with the Processing Trial prior to the payment of the Purchase Price shall be applied to reduce the Purchased Amount.  If Purchaser conducts a Processing Trial, it shall not create an obligation on behalf of Purchaser to purchase any Future Receivables, and Purchaser expressly reserves the right to not purchase any Future Receivables and not pay the Purchase Price to Merchant.  If Purchaser decides to not purchase Future Receivables and not pay the Purchase Price, this Agreement shall have no further effect and Purchaser shall, promptly after receipt from the Processor, direct Control Account Bank to forward to Merchant any cash deposited into the Control Account in connection with the Processing Trial.

A1.8.  In case any “Event of Default” (as defined below) shall occur, Merchant hereby irrevocably appoints Purchaser as its agent and attorney-in-fact with full authority to take any action or execute any instrument or document to settle all obligations due to Purchaser from Processor or from Merchant, under this Agreement, including without limitation: (i) to obtain and adjust insurance; (ii) to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i); (iii) to sign Merchant’s name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to Purchaser; (iv) to make withdrawals by Electronic Funds Transfer (EFT) through the Automated Clearing House (ACH) Network and/or Federal Reserve Wire System in the bank account of Merchant in order to effect debits or credits to Purchaser pursuant to the terms of this Agreement; and (v) to file any claims or take any action or institute any proceeding that Purchaser may deem necessary for the collection of any of the unpaid Purchased Amount, or otherwise to enforce its rights with respect to payment of the Purchased Amount.

1.9.  If the Processor, Merchant or Control Account Bank remits more than the Purchased Amount to Purchaser, Purchaser will forward the overpayment to Merchant promptly after receipt of a written request from Merchant but in no event later than six months after the full Purchased Amount has been remitted.

Option 2 – The Processor Split Option (the following Section B1 shall only apply if The Processor Split Option is elected)

B1.  Processing.

B1.1.  Merchant agrees to enter into an agreement with Processor acceptable to Purchaser to obtain credit and debit card processing services (the “Processor Agreement”), and hereby authorizes and instructs Processor to pay the funds attributable to the Specified Percentage of the Future Receivables to Purchaser rather than to Merchant until all funds attributable to the Specified Amount of Future Receivables have been paid to Purchaser.  This authorization is irrevocable, absolute and unconditional.  Merchant further acknowledges and agrees that Processor will be acting on behalf of Purchaser to collect the Specified Percentage of Future Receivables.  Merchant hereby irrevocably grants Processor the right to hold each day the Specified Percentage of the Future Receivables and to pay Purchaser directly (at, before or after the time Processor credits or remits to Merchant the balance of such Future Receivables not sold by Merchant to Purchaser) until the entire Specified Amount of Future Receivables has been paid in full.  Merchant acknowledges and agrees that Processor may provide Purchaser with Merchant’s credit card, debit card and other payment card processing history, including without limitation Merchant’s chargeback experience and any communications about Merchant received by Processor from a card processing system, as well as any other information Purchaser deems pertinent to this Agreement, including, without limitation the foregoing information as it relates to Merchant’s principal and affiliates.  In the event that the Processor refuses to honor a request by Purchaser for such credit card sales history then, upon request of Purchaser to Merchant, Merchant shall immediately obtain the credit card sales history from the Processor and deliver the information to Purchaser within five (5) business days of Purchaser’s request.   Merchant agrees that Processor will charge and collect from Merchant its processing fees