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EXHIBIT 10.6
PROCESSING AGREEMENT
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THIS PROCESSING AGREEMENT (the "Agreement") is made and entered into as of the
15 day of, Sept., 2000, by and between PINNACLE BUSINESS MANAGEMENT, INC.,
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a Nevada corporation (hereinafter referred to as "Pinnacle"), and ACCELERATED
AGENCY GROUP, INC. d/b/a UNISTAR INSURANCE & FINANCIAL SERVICES, A Florida
corporation (hereinafter referred to as " Accelerated").
BACKGROUND INFORMATION
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Pinnacle is engaged in the business, through its subsidiary corporation Fast
Paycheck Advance of Florida, Inc., of loaning Moines to consumers on a short
term basis pursuant to paycheck advance transactions. Accelerated is desires to
operate independent of Pinnacle offices in and around the State of Florida.
Accordingly, in exchange for valuable consideration, the receipt and adequacy of
which is hereby acknowledged by the parties hereto, it is agreed as follows:
OPERATIVE PROVISIONS
1. PINNACLE'S DUTIES AND OBLIGATIONS
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1.1 Subject to the terms and conditions herein, Pinnacle shall perform
and assume the following duties and obligations.
1.2 Pinnacle agrees to provide training to Accelerated personnel in the
practices and procedures utilized by Pinnacle in the submission for process of a
paycheck advance.
1.3 Pinnacle agrees to provide Accelerated with the appropriate forms,
documents, and debit cards to record, maintain and monitor all paycheck advance
transactions as covered by setup fee to Pinnacle. Any future supplies will be
covered by actual cost of same.
1.4 Pinnacle agrees to process, record, report and deposit Moines on
behalf of the originated business of Accelerated as presented from their
locations.
1.5 Pinnacle agrees to assist in the collection of any bad debt on
behalf of Accelerated on a fee structure to be outlined, if Accelerated so
directs.
1.6 Pinnacle will provide Accelerated on a daily basis full reports as
to the volume of business, the status of business, the balances of accounts and
the fees paid for this service.
2. ACCELERATED' DUTIES AND OBLIGATIONS
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2.1 Accelerated agrees to provide sufficient space and personnel in the
Branch offices to engage in the paycheck advance business contemplated
hereunder. Accelerated agree that such personnel will comply with Accelerated
practices and procedures.
2.2 Accelerated agrees to provide all the necessary furniture, fixtures
and equipment to provide this service to its customers.
2.3 Accelerated agrees to provide utilities, telephone and all other
overhead-related services at the Branch offices.
2.4 Accelerated shall be responsible for and bear the cost of all
expenses Accelerated incurs in performing and assuming its duties and
obligations hereunder, including, but not limited to salaries, wages,
commissions, payroll and other taxes, rent, office equipment and maintenance,
furniture and fixtures, office supplies, insurance, photocopying, postage,
overnight delivery or courier fees, utilities, telephone charges and all
overhead expenses.
3. REPRESENTATIONS AND WARRANTIES OF PINNACLE
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Pinnacle hereby represents and warrants to Accelerated that:
3.1 Pinnacle is a corporation duly organized, validly existing, and in
good standing under the laws of the state of Nevada and is duly authorized to
transact business;
3.2 The execution and delivery of this Agreement and the consumption of
the transactions contemplated hereby have been duly and validly authorized by
all necessary corporate action on part of Pinnacle.
3.3 This Agreement has been duly executed and delivered by Pinnacle,
and this Agreement and all other documents to be executed and delivered by it in
connection with the consummation of the transactions contemplated hereby do and
will, when executed and delivered by Pinnacle, constitute valid, legally binding
and enforceable obligations of Pinnacle, except as may be restricted, limited or
delayed by applicable bankruptcy, insolvency, reorganization, moratorium or
other laws, or by equitable principles, relating to or limiting creditors'
rights generally; and
3.4 The execution of this Agreement and its delivery by Pinnacle, the
consummation of the transactions contemplated hereby and the compliance by
Pinnacle with the provisions hereof will not violate or be in conflict with any
provision of Pinnacle's Articles of Incorporation. Or result in a material
default under the terms, conditions or provisions of any agreement, instrument
of obligation to which Pinnacle is a party, or by which it or any of the
properties or assets of Pinnacle may be bound of affected, which would prevent
Pinnacle from performing its obligations hereunder, or violate any order, writ,
injunction, decree, statute, rule or regulation applicable to Pinnacle.
4. REPRESENTATIONS AND WARRANTIES OF ACCELERATED
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Accelerated hereby represents and warrants to Pinnacle that:
4.1 Accelerated is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Florida;
4.2 The execution and delivery of this agreement and the consumption of
the transactions contemplated hereby have been duly and validly authorized by
all necessary corporate action on the part of Accelerated;
4.3 This agreement has been duly executed and delivered by Accelerated,
and this agreement and all other documents executed and delivered by it in
connection with the consummation of the transactions contemplated hereby do and
will, when executed and delivered by Accelerated and Pinnacle, constitute valid,
legally binding and enforceable obligations of Accelerated, except as may be
restricted, limited or delayed by applicable bankruptcy, insolvency,
reorganization, moratorium or the laws, or by equitable principles, relating to
or limiting creditors' rights generally; and
4.4 The execution of this Agreement and its delivery by Accelerated,
the consummation of the transactions contemplated hereby and the compliance by
Accelerated with the provisions hereof will not violate or be in conflict with
any provisions of Accelerated's Articles of Incorporation, or result in a
material default under the terms, conditions Or provision of any agreement,
instrument or obligation to which Accelerated is a party, or by which it may be
bound or affected, which would prevent Accelerated from performing its
obligations hereunder, or violate and order, writ, injunction, decree, statute,
rule or regulation applicable to Accelerated.
5. STATUS OF THE PARTIES
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5.1 In performing services under this Agreement, Accelerated shall
operate as an independent, maintaining its own organization as a distinct and
separate legal entity from Pinnacle. Performance hereunder shall be subject
entirely to the internal direction and control of Accelerated. Nothing in this
agreement shall be deemed to create or constitute a partnership or joint venture
between Pinnacle and Accelerated.
5.2 Subject to the last sentence of this Section 5.2, Accelerated shall
be free to exercise its own judgment, subject to applicable law, as to the
persons to whom it will make paycheck advances. Subject to the last sentence of
this section 5.2, Accelerated shall have the fullest discretion as to the
methods and means of operation if their agency; however, the authority of
Accelerated under this agreement shall not extend to or affect the general
practices and policies of Pinnacle. Accelerated agrees to be bound by the
directions of Pinnacle regarding compliance with federal, state and local laws
and regulations within Pinnacle's knowledge and under its control.
6. COMPENSATION
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6.1 During the term of this agreement, Accelerated agrees to compensate
Pinnacle 250.00 (US) per location for the first Twelve locations of their choice
and $750.00 (US) per location for any additional locations to be operational in
the future performing payday loans This will be a onetime setup fee. As a
processing fee for the payday loans Pinnacle shall be compensated $5.00(TJS) for
each payday loan sent to the Pinnacle Operations Center. This will be paid on a
case basis. Funds will be transmitted as redemption is made on the clients
check.
7. RECEIPT OF FUNDS BY PINNACLE
7.1 Pinnacle shall treat all funds that it receives or collects under
this agreement in the capacity of a trustee for Accelerated; it will under no
circumstances make any personal or other use of such funds, but will
immediately, but in no event later than the following business day after
receipt, deliver the funds to Accelerated or as otherwise directed by
Accelerated. Pinnacle will render full and true accounts at such times as
Accelerated may prescribe.
7.2 All funds received or collected by Pinnacle for Accelerated under
this agreement shall be the property of Accelerated. Such funds shall not be
intermingled with funds of Pinnacle nor used for any other purpose whatsoever.
7.3 Pinnacle shall be liable to Accelerated for loss by accident, theft
or otherwise of any funds received or collected by Pinnacle under this agreement
that are not delivered to Accelerated. Should Accelerated obtain replacement or
recovery of any funds governed by this subparagraph, Pinnacle shall be
reimbursed less any expenses incurred by Accelerated in erecting the replacement
or recovery.
8. DURATION
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8.1 This Agreement shall be deemed to commence as of the date hereof,
and will continue in effect for a period of 24 months unless sooner terminated
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as provided in this Agreement.
8.2 Unless either party shall have given written notice to the other at
its principle place of business not less than thirty (30) days prior to the
expiration of the term as set forth in this Article 10 of a decision not to
extend the term, the term of this Agreement shall automatically be extended for
an additional 12. month term under the same terms and conditions.
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9. TERMINATION
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9.1 In the event of a default as provided in this Agreement, the
parties agree that the non-defaulting party may terminate this Agreement without
prejudicing its rights and remedies hereunder. Any termination of this Agreement
shall be effective at the end of the 30 day period specified in Paragraph 9.2;
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or immediately upon notice being delivered by the non-defaulting party that a
default has occurred under Paragraph 10.1 (a), 10.1 (b). 10.1 (c) or 10.1 (d),
all as the case may he.
9.2 Either party may cancel this Agreement upon the giving of 30 day
prior written notice to the other party.
9.3 Upon the expiration or termination of this agreement,
A. Pinnacle shall immediately turn over and deliver to
Accelerated all collections and other documents and property
of Accelerated in the possession and control of Pinnacle.
B. all monies due Pinnacle pursuant to this Agreement shall
be paid in a timely fashion.
This section and its provisions shall survive the expiration or termination
of this agreement.
10. DEFAULT
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10.1 The occurrence of any of the following events may be deemed, and
shall be treated as , a default under this Agreement and just cause for its
termination:
A. Failure of Pinnacle to turn over and deliver to
Accelerated funds collected by Pinnacle or the failure of
Accelerated to pay compensation due and owing to Pinnacle, which
failure continues for three (3) days beyond the time required for
such delivery or payment.
B Breach or failure by either party in the due observance or
performance of any term, covenant or agreement contained in this
Agreement which shall continue unremedied or uncorrected for a
period often (10) days after written notice thereof, specifying the
breach, has been delivered to the defaulting party.
C. Either party becomes insolvent, makes any assignment for
The benefit of creditors, consents to the appointment of a
receiver or trustee, seeks a reorganization, arrangement or
readjustment of its debts, dissolves or liquidates its business
affairs or seeks protection or relief under bankruptcy or
insolvency laws.
10.2 If either party shall be entitled to cancel or terminate this
Agreement pursuant to Paragraph 10.1, the defaulting party shall be obligated to
pay all damages which the non-defaulting party shall be obligated to pay all
damages which the non-defaulting party may sustain by reason of the default,
including without limitation, all legal fees and other expenses incurred.
11. COVENANTS OF ACCELERATED
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11.1 Accelerated recognized and acknowledged that the information,
systems and procedures of Pinnacle which it will be given access to during this
Agreement are valuable and unique assets of Pinnacle's business and that such
assets are proprietary in nature and constitute trade secrets of Pinnacle.
Accelerated shall not, directly or indirectly, during or after the term of this
Agreement, in whole or in part, disclose such information, systems and
procedures to any person, firm, corporation, association or other entity for any
reason or purpose whatsoever, nor shall Accelerated make use of any such
information, systems or procedures for its own purposes or for the benefit of
any such person, firm, corporation association or other entity under any
Circumstances during or after the term of this Agreement.
11.2 In the event of a violation or threatened violation by Accelerated
of Section 11.1, Accelerated agrees that Pinnacle shall be entitled to an
injunction enjoining and restricting such violation or threatened violation and
such other remedies as may be available to Pinnacle under this Agreement.
Accelerated agrees and acknowledges that any such violation shall cause Pinnacle
to suffer irreparable damages,
12. NON-ASSIGNMENT
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12.1 This Agreement is not transferable. No rights or interest arising
there from shall be subject to assignment except with the written consent of
Pinnacle.
13. INDEMNIFICATION
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13.1 Accelerated shall indemnify Pinnacle and its officers, directors,
shareholders, and employees, from all claims, demands, damages, and costs
relating to or arising out of Accelerated performance caused by the negligence
of Accelerated or its agents or employees. Pinnacle shall indemnify Accelerated
and its officers, directors, shareholders, and employees, from all claims,
demands, damages and costs relating to or arising out of Pinnacle's performance
of its duties under this Agreement caused by the negligence of Pinnacle or its
agents or employees.
13.2 Accelerated shall indemnify Pinnacle and its officers, directors,
shareholders, and employees, against loss of money, and other property,
sustained by Pinnacle (or its officers, directors, shareholders, or employees),
by reason of any act of fraud, dishonesty, forgery, embezzlement, or willful
misapplication by Accelerated, its agents or employees, while performing duties
hereunder.
13.3 Accelerated agrees to indemnify and save harmless Pinnacle and its
officers, directors, shareholders, and employees, or any affiliated or
subsidiary Company (and their officers, directors, shareholders, and employees)
from all claims, demands, penalties, suites, or actions, and from any and all
loss and expense in connection therewith, for: (a) damages to persons and/or
property; (b) for personal injury and/or death which may be suffered or
sustained by any third party; for any claims against or losses or liability of
Pinnacle or any such person; and (d) for any cause of action, arising out of, or
resulting from the default in performance of, or in the negligent performance
of, Accelerated obligations under this Agreement.
13.4 Pinnacle agrees to indemnify and save harmless Accelerated and its
officers, directors, shareholders, and employees, or any affiliated or
subsidiary Company (and their officers, directors, shareholders, and employees)
from all claims, demands, penalties, suits, or actions, and from any and all
loss and expense in connection therewith, for: (a) damages to persons and/or
property; (b) for personal injury and/or death which may be suffered or
sustained by any third party; for any claims against or losses or liability of
Accelerated or any such person;
and (d) for any cause of action, arising out of, or resulting from the default
in performance of, or in the negligent performance of, Pinnacle's obligations
under this Agreement.
13.5 This Article 13 and its provisions shall survive the termination
of this Agreement.
14. APPLICABLE LAW
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14.1 This Agreement shall be governed by and construed and enforced in
accordance
with the laws of the State of Florida.
15. NOTICES
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15.1 Any notices required under this Agreement shall be deemed to be in
compliance if personally delivered, sent by facsimile transmission or mailed
certified mail/return receipt requested.
16. ENTIRE AGREEMENT
16.1 This Agreement is the entire agreement of the parties and shall
supersede any previously executed agreements between the parties relating to the
subject matter hereof. Any amendments to this Agreement must be in writing and
signed by the authorized representatives of all parties.
16.2 No provision of this Agreement may be waived except by an
agreement in writing signed by the waiving party.
16.3 Throughout this Agreement the singular shall include the plural;
the plural shall include the singular; masculine and the neuter shall include
the feminine, whosesoever the context so requires.
17. CONSENT TO JURISDICTION FOR VENUE
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17.1 The parties hereby consent to personal jurisdiction and venue, for
any action arising under this Agreement, in Hillsborough County, Florida.
18. SEVERABILITY
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18.1 If any provision of this Agreement is declared by any court of
competent jurisdiction to be invalid for any reason, such invalidity shall not
effect the remaining provisions Such remaining provisions shall be fully
severable and this Agreement shall be construed and enforced as if such invalid
provision had never been inserted in this Agreement.
19. ATTORNEYS' FEES
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In the event that a party is required to engage the services of legal
counsel to enforce its rights under this Agreement against the other party,
regardless of whether such action results in litigation, the prevailing party
shall be entitled to reasonable attorney's fees and costs from the other party,
which in the event of litigation shall include fees and costs incurred at trial
and on appeal.
IN WITNESS WHEREOF, Pinnacle and Accelerated have executed this Agreement
as of the date first written above.
Witness: PINNACLE BUSINESS MANAGEMENT,
INC., a Nevada corporation
/s/ By: /s/
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Its: Vice President
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ACCELERATED AGENCY
d/b/a UNISTAR INSURANCE FINANCIAL
SERVICES a Florida Corporation
Witness:
/s/ By: /s/
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Its: Senior Vice President
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