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Account Purchase Agreement

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Sectors: Energy
Governing Law: Texas, View Texas State Laws
Effective Date: January 08, 2007
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Exhibit 10.25

Account Purchase Agreement

1. Parties. The parties to this Account Purchase Agreement ("Agreement") are as follows:

a. Crown Financial, LLC ("Crown"); and
b. All American Plazas, Inc. ("All American").

The parties agree as follows:

2. Definitions. The following terms are defined for the purposes of this Agreement:

a. "Account Schedule" means the schedule provided periodically by All American pursuant to this Agreement. Account Schedules shall identify all uncollected accounts receivable produced or owned by All American and provide an aging on those accounts. "Account Schedule" includes the Initial Account Schedule.
b. "Accounts" shall mean the accounts shown in the current Account Schedule.
c. "Coverage Ratio" shall mean the ratio of the amount of Eligible Accounts to the amount of the Outstanding Advance.
d. "Default" shall have the meaning set forth in Section 10, Default.
e. "Direct Account Debtors" shall mean the account debtors on the Direct Accounts.
f. "Direct Accounts" shall mean the 15 Accounts shown on the current Account Schedule with the largest value for the corresponding Eligible Account.
g. "Direct Expenses" shall mean expenses described in Section 6, Fees and Expenses.
h. "Eligible Accounts" shall be the portions of Accounts with an aging that is less than 60 days that Crown does not reasonably deem to be doubtful of collection.
i. "Initial Account Schedule" shall mean the Account Schedule provided by All American in connection with the closing of this Agreement and attached as Schedule A to this Agreement.
j. "Initial Advance" shall be the lesser of 80% of the sum of Eligible Accounts on the Initial Account Schedule or $1,275,000.
k. "Outstanding Advance" shall mean the Initial Advance by Crown pursuant to this Agreement plus any additional advances less any payments received by Crown, net of fees and expenses.
1. "Repurchase Price" shall have the meaning set forth in Section 12, Repurchase.
m. "True Up" shall mean the process specified in Section 7, True-Up.
n. "Wind Up Period" shall mean the period described in Section 10, Termination and Wind-Up.

3. Conditions to Funding. Each of the following are a condition to funding the Initial Advance:

a. All American shall have provided an irrevocable instruction to each of the Direct Account Debtors to make payment directly to Crown and Crown shall have received from each of the Direct Account Debtors acknowledgment of that instruction and confirmation of the amount of the account and that the account is not subject to dispute or offset.


b. Crown and All American shall have entered into a Security Agreement and Mortgage in form and substance satisfactory to Crown.
c. Crown shall have received a personal guaranty from Frank Nocito in form and substance satisfactory to it.
d. Crown shall have confirmed to its satisfaction the accuracy of the Initial Account Schedule.

4. Initial Account Purchase and Acquisition of New Accounts

a. At the closing of this Agreement, Crown shall purchase the Accounts listed on the Initial Account Schedule by paying to All American the Initial Advance.
b. During the term of this Agreement and without additional payment, Crown shall acquire ownership of any new accounts originated by All American.

5. Reporting.

a. On the first business day of each month while this Agreement is in force, All American shall provide to Crown an updated and current Account Schedule current as of the end of the immediately preceding month including the following: (i) the information on the Initial Account Schedule as to all Accounts (including Accounts originated in the preceding month); (ii) all collections on the Accounts in the preceding month; (iii) the amounts remaining outstanding on each Account; and (iv) whether any Account is doubtful of collection.
b. All American shall also provide, within two business days of request by Crown, all available information for any of the Accounts, including any supporting or backup documents for each individual Account and the contents of the vendor file for the account debtor.
c. By the twenty-fifth day of each month, All American shall provide Crown with a Balance Sheet and Income Statement for the previous month.

6. Fees and Expenses

a. All American shall pay to Crown $2,500 for expenses associated with this transaction.
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