NZ CORP
EX-10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>p65056ex10-1.txt
<DESCRIPTION>EX-10.1
<TEXT>

<PAGE>   1
EXHIBIT 10.1
Related party loan agreement

                                 LOAN AGREEMENT

DATE:      April 3, 2001

LENDER:    BRIDGE FINANCIAL CORPORATION
           an Arizona corporation
           Attention: R. Randy Stolworthy
           333 North 44th Street, Suite 420
           Phoenix, Arizona 85008
           Facsimile Number (602) 952-8769


BORROWER:  SUN NZ, LLC
           an Arizona limited liability company
           Attention: William Pope
           2525 East Camelback Road, Suite 888
           Phoenix, Arizona 85016
           Facsimile Number (602) 852-5599

BACKGROUND:

              A. Borrower, whose federal tax identification number is
86-0760026, has applied to Lender for a loan ("Loan") in the principal amount of
Eight Million and No/100 Dollars ($8,000,000).

              B. To secure payment of the Loan and the performance of all
obligations of Borrower to Lender under this Loan Agreement ("Agreement") and
the other Loan Documents (as defined in this Agreement), Borrower shall give
Lender the following:

                     (i) a first lien against up to 2,985,583 shares of no par
              value common stock ("Pledged Stock") in NZ Corporation
              ("Corporation"), which Pledged Stock is owned by Borrower; and

                     (ii) an unconditional guaranty ("Guaranty") from William
              Pope and Linda Pope, husband and wife ("Guarantors").


AGREEMENT:

              Borrower agrees to borrow from Lender and Lender, in reliance upon
the representations and warranties from Borrower as set forth in this Agreement,
agrees to make the Loan to Borrower, subject to the terms and conditions set
forth in this Agreement.


                                    SECTION 1
                      AMOUNT AND GENERAL TERMS OF THE LOAN

              1.1    LOAN AMOUNT.

                     The amount of the Loan ("Loan Amount") shall be Eight
Million and No/100 Dollars ($8,000,000).

              1.2    INTEREST.

                     Interest ("Interest") on the unpaid balance of the Loan
shall be at a rate ("Rate") of twenty percent (20%) per annum. During any Event
of Default (as defined in this Agreement), the Rate shall be increased an
additional eight percent (8%) per annum ("Default Rate") from the date of an
Event
<PAGE>   2
of Default if Borrower does not cure an Event of Default as provided in the Note
(as defined in this Agreement). The Interest shall be calculated on the basis of
a 360 day year and 30 day month, and if not paid by the 10th day of each month
the due and unpaid Interest shall be compounded effective on the first (1st) day
of each such month.

              1.3    TERM.

                     The term ("Term") of the Loan shall be for a period of six
(6) months from the Closing (as defined in this Agreement) of the Loan.

              1.4    MULTIPLE ADVANCES.

                     The Loan will be funded in two or more advances. The first
("First Advance") shall not exceed Five Million and No/100 Dollars and the
subsequent advances ("Subsequent Advances") shall not exceed Three Million and
No/100 Dollars ($3,000,000) in the aggregate. Interest on the amount advanced
shall commence on the date of each advance. The First Advance shall be paid at
the Closing (as defined in this Agreement), and Subsequent Advances shall be
paid within three (3) days after Borrower gives Lender notice of its request for
the Subsequent Advances, but in no event shall any of the Subsequent Advances be
funded prior to April 18, 2001. At the closing of the First Advance Borrower
shall pledge 1,799,083 shares which shall be deemed sufficient to support the
full five million & NO/100 Dollar advance. At the Closing of the Subsequent
Advances, Borrower shall pledge a sufficient number of shares of the Pledged
Stock to provide a seventy five percent (75%) loan to value based upon the Bid
Price (as defined in this subsection). "Bid Price" shall be the closing bid
price on the American Stock Exchange for the Pledged Stock on the last business
day prior to the date of the First Advance and each of the Subsequent Advances.
For example, if Lender advances $900,000 to Borrower at a time when the Bid
Price is $1.00 per share, Borrower shall pledge 1,200,000 shares of the Pledged
Stock.

              1.5    PAYMENTS.

                     Interest shall be payable quarterly in arrears commencing
on the first day of the third month following the Closing, it being understood
that the first payment may include a partial month. All unpaid Interest and
principal shall be paid at the end of the Term.

              1.6    LATE CHARGE.

                     Borrower shall pay Lender a late charge of ten percent
(10%) of any payment not received by Lender within ten (10) days after said
payment is due, including the unpaid balance of the Loan at the end of the Term.

              1.7    ACCOUNT SERVICING.

                     At the Closing the Loan shall be serviced by Lender. The
costs to establish and maintain the servicing account shall be paid by Borrower,
and the costs shall be what are customarily charged for account servicing in
Maricopa County, Arizona. The following shall apply in connection with the
servicing:

                     (a) A payment shall be deemed to have been paid to Lender
              as of the date the payment is processed by Lender as long as
              Borrower's check is honored by Borrower's bank. Borrower
              acknowledges that the processing of funds by Lender shall be
              performed in the ordinary course of Lender's business and that the
              time involved in the processing may vary depending upon the
              administrative workload of Lender. Any payment received by Lender
              shall be conditionally accepted by Lender until such time as the
              processing of the payment is completed.

                     (b) Payments shall be applied in the order received by
              Lender and as provided in the Note (as defined in this Agreement).

                     (c) Borrower shall make payments to Lender as required by
              the Note and other Loan Documents without the need for a notice
              from Lender to Borrower that any payment is due.

                     (d) In addition to a statement for a full payoff of the
              unpaid balance of the Loan, Lender shall give Borrower a statement
              showing the account activity as requested by Borrower, but not
              more than two (2) times during the Term.
<PAGE>   3
              1.8    PREPAYMENT.

                     Borrower shall have the right to prepay the Loan in whole
or in part without penalty at any time subject to five (5) days notice to Lender
of such prepayment.

              1.9    DISBURSEMENTS.

                     Lender shall deduct at the Closing the following
("Disbursements") which shall be charged to Borrower:

                     1.9.1  Lender's Expenses.

                            All fees and costs paid and incurred by Lender in
connection with the negotiation, investigation, evaluation, processing and
closing of the Loan, including, but not limited to, attorneys' fees of Lender
and any other fees and costs in connection with the Loan that are not
specifically referenced in this Agreement ("Lender's Expenses").

                     1.9.2  Financial Liens.

                            Any financing or similar liens against the Pledged
Stock.

                     1.9.3  Balance. The balance of the First Advance to
                            Borrower.

              1.10   PROMISSORY NOTE.

                     The Loan shall be evidenced by a promissory note ("Note")
from Borrower to Lender in the form and content attached to this Agreement as
Exhibit A.

              1.11   SECURITY FOR NOTE.

                     Borrower's obligations under the Note shall be secured and
otherwise documented by the execution, delivery and perfection of the following
instruments and documents:

                     1.11.1 Guaranty.

                            The Guaranty from the Guarantors in the form and
content attached to this Agreement as Exhibit B.

                     1.11.2 Stock Certificate and Assignment.

                            The stock certificate for the Pledged Stock ("Stock
Certificate") and a separate assignment of the stock certificate ("Stock
Certificate Assignment") in the form and content attached to this Agreement as
Exhibit C.

                     1.11.3 Pledge and Assignment.

                            A pledge of stock and collateral assignment and
security agreement ("Pledge and Assignment") of the Pledged Stock in the form
and content attached to this Agreement as Exhibit D.

                     1.11.4 Financing Statement.

                            Uniform Commercial Code Financing Statement in
connection with the security interest granted to Lender under the Stock Pledge
and Assignment ("Financing Statement") in the form and content attached to this
Agreement as Exhibit E.


                     1.11.5 Transfer Agent Letter.

                            A letter from Lender and Borrower to American Stock
Transfer & Trust Company, the transfer agent for the common stock of the
Corporation ("Transfer Agent Letter"), in the form and content attached to this
Agreement as Exhibit F.

The Stock Certificate, Stock Certificate Assignment, Pledge and Assignment,
Financing Statement and Transfer Agent Letter shall be executed and delivered at
the time of both the First Advance and any Subsequent Advances.

              1.12   OTHER DOCUMENTS.
<PAGE>   4
                     If requested by Lender, Borrower and Guarantors shall
execute and deliver to Lender such other documents or instruments ("Other
Documents") as are required to reflect the terms and provisions of this
Agreement and to perfect and protect Lender's lien against the Pledged Stock.

              1.13   LOAN DOCUMENTS.

                     This Agreement, the documents and instruments described in
the Sections above captioned "Promissory Note", "Security for Note" and "Other
Documents" shall be collectively referred to in this Agreement as the "Loan
Documents."

              1.14   NO ESCROW.

                     There will not be an escrow for the Loan.

              1.15   CLOSING.

                     The portion of the First Advance not deducted by Lender
shall be disbursed by Lender as provided in this Agreement when all terms and
conditions of the Agreement have or will be performed to the satisfaction of
Lender; provided, however, that said date shall not be later than April 9,
2001("Closing"), unless a later date is approved by Lender and Borrower.


                                    SECTION 2
                         REPRESENTATIONS AND WARRANTIES

              Borrower hereby represents and warrants to Lender as of the date
of this Agreement as follows:

              2.1    ORGANIZATION OF BORROWER.

                     Borrower is a limited liability company, duly formed and
validly existing under the laws of the state of Arizona; Borrower and the person
or entity signing for it have the requisite power and authority to enter into
and execute the Loan Documents; and Borrower has the requisite power and
authority to carry out all of the provisions thereof, transact the business in
which it is engaged, and perform under all of the terms and provisions of the
Loan Documents.

              2.2    ORGANIZATION OF MANAGING MEMBER OF BORROWER.

                     The managing member of Borrower is Sun NMA, Inc., an
Arizona corporation ("Managing Member"). The Managing Member is duly formed and
validly existing under the laws of the state of Arizona; the Managing Member's
federal tax identification number is 86-0760025; the Managing Member and the
person or entity signing for it have the requisite power and authority to enter
into and execute the Loan Documents; and the Managing Member has the requisite
power and authority to carry out all of the provisions thereof, transact the
business in which it is engaged, and perform under all of the terms and
provisions of the Loan Documents.

              2.3    EXECUTION AND DELIVERY OF LOAN DOCUMENTS.

                     The execution and delivery of the Loan Documents by
Borrower and the consummation of the transaction that is the subject of this
Agreement: (i) have been duly authorized by all actions required or necessary
under the terms and provisions of all applicable governing instruments, laws or
otherwise; (ii) create legal, valid and binding obligations of Borrower, subject
to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium
or other similar laws relating to or affecting the rights of creditors generally
and to general principles of equity; and, (iii) do not conflict with or result
in the violation of any valid regulation, order, writ, judgment, injunction or
decree of any court or governmental or municipal instrumentality, or in the
breach of or default under any indenture, contract, agreement or other
instrument to which Borrower is a party or by which its assets may be bound.

              2.4    JUDGMENTS AND LITIGATION.

                     There are not any outstanding or unpaid judgments or
arbitration awards against Borrower or any of the Pledged Stock and there are
not any actions, suits or proceedings pending or, to the knowledge of Borrower,
threatened against the Borrower or any of the Pledged Stock or adversely
affecting Borrower's ability to perform under the Loan Documents in any court or
before any governmental or quasi-governmental body, and, to the knowledge of
Borrower, Borrower and the Pledged Stock are not subject to any default or
violation with respect to any valid rule, regulation, statute, law, ordinance,
order, writ, judgment, decree, code, requirement or order of any court or other
governmental or municipal department, commission, board, bureau, agency or
instrumentality.
<PAGE>   5
              2.5    CRIMINAL MATTERS.

                     Borrower, and to Borrower's knowledge, Guarantors and the
owners of Borrower and Guarantors, are not the subject of a criminal
investigation, indictment or conviction, including any by or relating to the
United States Internal Revenue Service.

              2.6    BANKRUPTCY MATTERS.

                     Borrower, and to Borrower's knowledge, Guarantors and the
owners of Borrower and Guarantors, are not the subject of a voluntary or
involuntary bankruptcy proceeding within the last seven (7) years.

              2.7    TITLE TO THE PLEDGED STOCK.

                     Borrower has and shall have at the Closing good and
marketable title to the Pledged Stock free and clear of all liens, charges,
claims, options, encumbrances and other matters.

              2.8    LIENS.

                     Borrower has not made any contract or arrangement of any
kind which has given rise to, or the performance of which by the other party
thereto, would give rise to, a lien or claim of lien of any kind whatsoever
against any of the Pledged Stock for which payment in full has not been arranged
out of the Funds.

              2.9    NO ADJUSTMENT.

                     Each obligation and the indebtedness created under the Loan
Documents is free from any claim by Borrower for credit, deduction, allowance,
dispute, defense, set-off or counterclaim.

              2.10   THIRD PARTY CONSENT.

                     Borrower has acquired the consent, approval or
authorization of all third parties (including any governmental authority)
necessary to enter into, execute and deliver the Loan Documents and perform the
acts and obligations required or contemplated thereby.

              2.11   COMMISSIONS OR FEES.

                     Borrower has not employed or retained any broker or finder
or incurred liability for any brokerage fees, commissions or finder's fees in
connection with the Loan, and Borrower hereby agrees to indemnify Lender against
any claims for brokerage fees or commissions and to pay all expenses incurred by
Lender in connection with the defense of any action or proceeding brought by any
person or entity to collect any such brokerage fees or commissions, including,
but not limited to attorneys' fees and costs, and Lender hereby expressly
rejects any obligation to pay any such commission or fee in connection with the
Loan.

              2.12   ACCURACY OF DOCUMENTS.

                     All Documents and Information (as defined in this
Agreement) furnished or to be furnished to Lender in support of or in connection
with the Loan materially, accurately and fully set forth (or, as the case may
be, will set forth) the facts contained or purported to be contained therein.

              2.13   SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

                     Except as otherwise provided in the Loan Documents, the
foregoing Representations and Warranties and all representations and warranties
set forth in any of the Loan Documents shall survive until the obligations of
Borrower to Lender shall have been fully performed.


                                    SECTION 3
                        AFFIRMATIVE COVENANTS OF BORROWER

              Borrower covenants and agrees with Lender that during the term of
this Agreement and so long as any obligation remains owing to Lender by Borrower
under the Loan Documents:

              3.1    REMOVAL OF LIENS.

                     Except as otherwise allowed in this Agreement, in the event
that any lien or encumbrance, which could be superior to the lien of Lender is
filed against the Pledged Stock, within
<PAGE>   6
thirty (30) days from the date that Borrower receives notice of same, Borrower
shall have such lien released or bonded-over in a manner acceptable to Lender;
provided, however, that Borrower may contest in good faith the validity or
amount of any such lien or encumbrance by appropriate proceedings provided by
law, including payment thereof under protest, if required, upon furnishing to
Lender a cash deposit or other security in an amount and in form satisfactory to
Lender, which deposit or other security shall be returned to the party
depositing the same upon final payment by Borrower of said lien or encumbrance;
provided further, that upon final determination (which, in the case of a
judgment, shall mean a final judgment not subject to appeal or further appeal)
with respect to any such contested lien or encumbrance, Borrower will promptly
pay any sums found to be due by it thereon.

              3.2    ACCESS TO BORROWER'S BOOKS AND RECORDS AND THE PROPERTY.

                     Borrower shall permit and hereby authorizes Lender or its
agents, at all reasonable times during normal business hours, subject to 24
hours verbal notice, to have unrestricted access to and to copy its records,
books of account, ledgers, journals, contracts, subcontracts, bills and
statements relating to the Pledged Stock, including any supporting or related
vouchers or other instruments. If Lender so requires, such records, books,
vouchers or other documents shall be made available at Borrower's office to an
accountant of Lender's choice for audit, examination, inspection or duplication.

              3.3    SERVICES TO BENEFIT LENDER.

                     All inspections and other services rendered by or on behalf
of Lender, whether or not paid by Borrower, shall be rendered solely for the
protection and benefit of Lender, and Borrower shall not be entitled to claim
any loss or damage against any of Lender's independent contractors, agents or
employees for failure to properly discharge their duties to Lender.

              3.4    LOAN DOCUMENTS.

                     Each and every term and provision of the Loan Documents
shall become and be covenants and agreements under this Agreement.

              3.5    PROHIBITED ACTS.

                     Borrower shall not do the following without the consent of
Lender:

                     3.5.1  Transfer, assign or convey part or all of the
Pledged Stock.

                     3.5.2  Use part or all of the Pledged Stock or any interest
in the Borrower as collateral for a loan or other credit facility.

                     3.5.3  Allow any change in the ownership and control of
Borrower or of any organization or entity owning an interest in Borrower, except
any caused by the death of an individual.

                     3.5.4  Cause the Pledged Stock to become subject to any
voting trust or similar arrangement.

                     3.5.5  Give a proxy to vote the Pledged Stock to any party
other than Lender.

              3.6    EXECUTORY CONTRACTS.

                     Notwithstanding any provision to the contrary in this
Agreement, Borrower shall have the right to enter into one or more contracts for
the sale or refinancing of the Pledged Stock, if the sale or refinancing will
result in the repayment of the indebtedness due Lender and the release of the
Pledged Stock upon the consummation of such transaction.


                                    SECTION 4
                        CONDITIONS PRECEDENT TO THE LOAN

              Lender shall not be obligated to make the Loan unless the
following conditions precedent ("Conditions") shall have been satisfied as
determined by Lender in its sole discretion before the Closing (or sooner as
provided in this Section):
<PAGE>   7
              4.1    TRUTH OF REPRESENTATIONS AND WARRANTIES.

                     The representations and warranties made by Borrower in the
Loan Documents shall be correct in all material respects on and as of the date
of this Agreement and as of the date of the Closing with the same effect as
though they had been made on and as of the date of the Closing.

              4.2    NO EVENT OF DEFAULT.

                     There shall exist no condition, event or act that would
constitute an Event of Default hereunder and no condition, event or act which,
with the giving of notice or lapse of time, or both, as specified in this
Agreement, would constitute an Event of Default hereunder.

              4.3    DOCUMENTS AND INFORMATION.

                     If not already delivered or a different delivery is not
specified, Borrower shall deliver to Lender on or before the Closing true and
correct copies of the following ("Documents and Information"):

                     4.3.1  Organizational Documents.

                            The articles of organization and operating agreement
of Borrower and the Articles of Incorporation and By-Laws of the Managing
Member, including any amendments, and any other documents and information to
show the existence and authority of Borrower and the Managing Member.

                     4.3.2  Financial Statements.

                            The following financial statements and information
for Borrower:

                            (a) Balance sheet and profit and loss statement for
                     the year ending December 31, 2000.

                            (b) By June 1, 2001, interim balance sheet and
                     profit and loss statement through February 28, 2001.

                     4.3.3  Other.

                            Any other documents and information requested by
Lender to Borrower in writing.

              4.4    SEARCHES.

                     Lender shall obtain or be given appropriate reports to show
that there are not (a) any outstanding financing statements against the Pledged
Stock; (b) any pending lawsuits or judgments against Borrower and the Managing
Member or any of their affiliates in connection with the Pledged Stock; or (c)
any pending criminal prosecutions or convictions against Borrower and the
Managing Member or any of their affiliates.

              4.5    LEGAL OPINION.

                     Borrower shall cause its outside legal counsel, who shall
be licensed in the State of Arizona and shall otherwise be acceptable to Lender,
to give Lender a legal opinion in the form and content attached to this
Agreement as Exhibit G.

              4.6    LOAN DOCUMENTS.

                     Borrower shall deliver to Lender, the Loan Documents and
such other documents required or that may be requested by Lender to give effect
to this Agreement, all of which shall be fully executed and, where required,
appropriately acknowledged and delivered.

              4.7    REIMBURSEMENT OF EXPENSES.

                     Lender shall have been reimbursed for its paid and incurred
Lender's Expenses in connection with the Loan, which amount Lender is hereby
authorized to deduct and/or disburse from the Loan Amount.

              4.8    WAIVER.
<PAGE>   8
                     Lender, in its sole discretion, may waive any of the
conditions precedent set forth herein, as all of the said conditions are
established for Lender's benefit. The waiver of any condition or conditions
shall be by written instrument and shall not constitute a waiver of any other
condition or conditions. Lender's closing of the Loan shall indicate that Lender
has received all of the documents and information required by Lender or that the
requirement has been waived.


                                    SECTION 5
                              DEFAULTS AND REMEDIES

              5.1    EVENT OF DEFAULT

                     The existence or occurrence of any one or more of the
following events shall constitute an event of default under the Loan Documents
("Event of Default"):

                     5.1.1  Nonpayment.

                            Borrower's failure to make any payments required
under the Loan Documents.

                     5.1.2  Nonperformance of Obligations.

                            Borrower's breach of, or failure to perform, any
other obligations under the Loan Documents.

                     5.1.3  Impairment of Security.

                            Borrower's failure to remove, insure or bond over
any lien, encumbrance or other matter affecting the title to the Pledged Stock
as required in this Agreement.

                     5.1.4  Misrepresentations of Fact.

                            Willful or negligent misrepresentations of material
fact by Borrower in any document submitted to Lender in support of the Loan or
in connection with the Loan Documents.

                     5.1.5  Bankruptcy or Insolvency.

                            Borrower being insolvent by being unable to pay
debts when due or by having liabilities in excess of assets; or Borrower
committing an act of bankruptcy, making a general assignment for the benefit of
creditors, or the filing by or against Borrower of a voluntary or involuntary
petition in bankruptcy or for the appointment of a receiver (and any involuntary
petition is not dismissed within 60 days from the filing thereof); or if there
commences under any law relating to bankruptcy, insolvency, reorganization or
relief of debtors, proceedings affecting the Pledged Stock or for the
composition, extension, arrangement or adjustment of any of their respective
obligations; or if Borrower's business is discontinued as a going concern or is
suspended; or if a writ of attachment, execution, or any similar process is
issued or levied against any significant part of Borrower's property that is not
released, stayed, bonded or vacated within a reasonable time after its issue or
levy; or if Lender shall deem itself insecure with respect to Borrower's
performance of any of its obligations to Lender hereunder or otherwise.

                     5.1.6  Failure to Comply with Laws and Governmental
Authorities.

                            Borrower's failure to cure promptly any violation of
any law or regulation in connection with the Pledged Stock; or Borrower's
failure to comply promptly with any provision of any notice, issued by or filed
in any department of any governmental authority having jurisdiction over
Borrower or the Pledged Stock, of any requirement or any law or regulation
having any effect on or relation to the Pledged Stock; or Borrower's failure to
furnish to Lender, immediately and without demand, a true copy of any notice or
other document received by or available to Borrower disclosing any such
requirement or violation of any such law or regulation, or otherwise bearing
upon Borrower's compliance thereunder. In this regard, "promptly" shall be
deemed to mean within thirty (30) days after the giving of written notification
to Borrower of the existence of such violation or notice or other document or,
where such cure or compliance cannot be fully effected within thirty (30) days,
then the commencement of the action to cure or comply within the same thirty
(30) days.

                     5.1.7  Decline of Pledged Stock Value.
<PAGE>   9
                            For five (5) consecutive trading days the Bid Price
of the Pledged Stock falls below a price per share that is necessary to maintain
a seventy five percent (75%) loan to value and Borrower does not pledge
sufficient additional shares of Pledged Stock to provide the 75% loan to value.

              5.2    REMEDIES.

                     During an Event of Default, Lender shall have the right to
exercise any and all remedies available to it, both at law and in equity,
subject to Lender giving Borrower ten (10) days written notice for a monetary
Event of Default and thirty (30) days written notice for a non-monetary Event of
Default; provided, however, that Borrower shall have a reasonable amount of time
after the thirty (30) days for a non-monetary Event of Default, if the Event of
Default cannot be cured within thirty (30) days and Borrower commences a cure
within the thirty (30) days and diligently prosecutes the cure until it is
completed.


                                    SECTION 6
                                  MISCELLANEOUS

              6.1    AMENDMENT.

                     This Agreement may not be modified in any respect except by
an amendment signed in writing by Lender and Borrower.

              6.2    SEVERABILITY.

                     In the event any provision of this Agreement is illegal,
invalid or unenforceable, such provisions shall not affect the validity of the
remainder hereof.

              6.3    STANDARD OF APPROVAL.

                     Where, within this Agreement, the approval or satisfaction
of Lender is required or permitted, or Lender's consent may be granted or
withheld, and no standard for the exercise of Lender's discretion is otherwise
specified, Lender shall not unreasonably withhold its satisfaction, approval or
consent.

              6.4    CALCULATION OF TIME PERIODS.

                     Unless otherwise expressly provided in this Agreement, all
time periods shall be in calendar days, but in all instances, the last day for
performance shall be a business day if the last calendar day is not a business
day.

              6.5    ASSIGNABILITY.

                     Borrower shall not assign this Agreement. Lender shall have
the right to sell and assign all rights, title and interest herein, without
reservation or restriction.

              6.6    WAIVER OF DEFAULTS.

                     The waiver by Lender of any breach or Event of Default by
Borrower under any of the terms of any of the Loan Documents shall not be deemed
to be a waiver of any subsequent breach or Event of Default on the part of
Borrower under the Loan Documents. The acceptance by Lender of a partial amount
of a payment due from Borrower to Lender under this Agreement shall not
constitute a waiver of the requirement of Borrower to make a full payment to
Lender and it shall not constitute a waiver by Lender of the time of the essence
provision of this Agreement.

              6.7    TIME OF THE ESSENCE.

                     Time is of the essence of this Agreement and each and all
of its provisions.

              6.8    NOTICES.

                     Any notices or other communications which any party may be
required, or may desire, to give, unless otherwise specified, shall be in
writing and shall be (i) hand-delivered, effective upon receipt, (ii)
transmitted by facsimile, effective upon receipt, with the original mailed the
same date by first class mail, postage prepaid, (iii) sent by United States
Express Mail or by private overnight courier, effective upon receipt, or (iv)
served by certified mail, postage prepaid, return receipt requested and
addressed to such party at the address set forth above, or to such other
address(es) or addressee(s) as the party to be served with notice may have
furnished in writing to the other party, effective three (3) days after mailing.
<PAGE>   10
              6.9    BENEFIT AND BINDING EFFECT.

                     This Agreement shall inure to the benefit of and be binding
upon the parties and their representatives, successors, and assigns.

              6.10   ATTORNEYS' FEES.

                     In the event of litigation with respect this Agreement or
the Loan Documents, the prevailing party as determined by the Court, shall be
entitled to recover from the non-prevailing party its costs, expenses and fees,
including reasonable attorneys' fees, as determined by the Court.

              6.11   GOVERNING LAW.

                     This Agreement, its construction, validity and effect,
shall be governed and construed by and in accordance with the laws of the State
of Arizona.

              6.12   DEFINED TERMS AND MARGINAL HEADINGS.

                     Words used herein shall include the plural as well as the
singular when required. Words used in masculine gender include the feminine and
neuter. The marginal headings and titles to the paragraphs of this Agreement are
not a part of this Agreement and shall have no effect upon the construction or
interpretation of any part hereof.

              6.13   CONSISTENCY OF DOCUMENTS.

                     The other Loan Documents are not intended to supersede the
provisions of this Agreement, but shall be construed as supplemental thereto. In
the event of any inconsistency between the provisions of the other Loan
Documents and this Agreement, or in the event the provision in the other Loan
Documents are not as complete or clear as this Agreement, this Agreement shall
control. This Agreement shall survive the execution, recording and filing of the
Loan Documents.

              6.14   COUNTERPARTS.

                     This Agreement can be signed in counterpart.

              6.15   ENTIRE AGREEMENT.

                     This Agreement shall constitute the entire agreement of the
parties and any prior or contemporaneous verbal or written understanding or
agreement between the parties shall be superseded by this Agreement. However,
the other Loan Documents that are used in connection with the Loan shall be
valid and enforceable according to their provisions, subject to this Agreement
controlling over any inconsistency.
<PAGE>   11
              IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.


BRIDGE FINANCIAL CORPORATION               SUN NZ, LLC


By: /s/ R. Randy Stolworthy                By:  Sun NMA, Inc.
    -------------------------              an Arizona corporation
     R. Randy Stolworthy                   Its Managing Member
     President

                                           By: /s/ William Pope
                                              ------------------------------
                                               William Pope, President




Exhibits A, B, C, D, E, F and G are attached.
<PAGE>   12
                                    EXHIBIT A

                                 PROMISSORY NOTE


       DATE:               April 3, 2001


       MAKER:              SUN NZ, LLC
                           an Arizona limited liability company
                           Attention: William Pope
                           2525 East Camelback Road, Suite 888
                           Phoenix, Arizona 85016
                           Facsimile Number (602) 852-5599


       PAYEE:              BRIDGE FINANCIAL CORPORATION
                           an Arizona corporation
                           Attention: R. Randy Stolworthy
                           333 North 44th Street, Suite 420
                           Phoenix, Arizona 85008
                           Facsimile Number (602) 952-8769

       ORIGINAL
       PRINCIPAL
       AMOUNT              Eight Million and No/100 Dollars ($8,000,000)
       OF LOAN:



              FOR VALUE RECEIVED, Maker promises and agrees to pay to Payee, or
order, at the mailing address of Payee, or at such other place as the holder
hereof ("Holder") may from time-to-time designate, the principal sum of Eight
Million and No/100 Dollars ($8,000,000) with Interest (as defined in this Note)
commencing as provided herein on the unpaid amount of said sum at the Base Rate
(as defined herein) or the Default Rate (as defined herein), whichever is
applicable, as follows:

              1.     MULTIPLE ADVANCES.

              The principal amount of this Promissory Note ("Note") shall be
paid by Payee to or for the benefit of Maker in multiple advances. Interest
shall commence on the date of each advance, and the advances shall be paid by
Payee to Maker pursuant to the terms and conditions of that certain Loan
Agreement dated April 3, 2001 between Maker and Payee.

              2.     INTEREST RATE.

                     a. Commencing on the date of this Note, and so long as no
Event of Default (as defined herein) exists, the unpaid balance of this Note
shall accrue interest ("Interest") at the rate of twenty percent (20%) per annum
("Base Rate").

                     b. During any Event of Default under this Note or any
security for this Note, the unpaid balance of this Note shall accrue Interest at
the rate of twenty eight percent (28%) per annum ("Default Rate"). Interest
shall accrue at the Default Rate from the date of an Event of Default, without
notice to Maker, if Borrower does not cure an Event of Default as provided in
this Note.
<PAGE>   13
                     c. The Interest provided herein shall be calculated on the
basis of a 360-day year/30-day month and if not paid as provided below by the
tenth (10th) day of each month, the due and unpaid Interest shall be compounded
effective on the first (1st) day of each such month.

              3.     PAYMENTS.

                     a. Quarterly payments of Interest only on the unpaid
principal balance of this Note at the Base Rate shall be paid on July 1, 2001
and on October 1, 2001.

                     b. If not sooner paid, all accrued and unpaid Interest and
all unpaid principal of this Note shall be paid on October 3, 2001("Maturity
Date").

              4.     LATE PAYMENT CHARGE. Maker shall pay to Holder a late
charge ("Late Payment Charge") equal to ten percent (10%) of any payment not
received by the Holder within ten (10) days after said payment is due, including
the unpaid balance of this Note as of the Maturity Date.

              5.     REASONABLENESS OF CHARGES. Maker acknowledges that upon the
occurrence of an Event of Default, the damages to the Holder would be extremely
difficult to ascertain, including the Holder's lost profit and loss of use of
the funds evidenced hereby and expenses incurred in connection with such
default, and that the accrual of Interest at the Default Rate and the Late
Payment Charge are reasonable estimates of the loss to the Holder incurred by
virtue of an Event of Default.

              6.     LEGAL LIMITS.

                     a. Maker agrees to an effective rate of interest which is
the rate stated herein plus any additional rate of interest resulting from any
other payments in the nature of interest, including without limitation, any loan
fees or other charges to the extent that such charges may be deemed includable
in interest for any purpose.

                     b. All agreements between Maker and Payee are hereby
expressly limited so that in no event whatsoever, whether by reason of deferment
in accordance with this Note or under any agreement or by virtue of acceleration
or maturity of the loan evidenced by this Note, or otherwise, shall the amount
paid or agreed to be paid to Payee for the loan, use, forbearance or detention
of the money to be loaned under this Note or to compensate Payee for damages to
be suffered by reason of a late payment or default under this Note, exceed the
maximum permissible under applicable law. If, from any circumstances whatsoever,
fulfillment of any provision of this Note, or of any provision in the security
for this Note at the time performance of such provision shall be due, shall
involve exceeding the limit of validity prescribed by law, from the date of this
Note, the obligations to be fulfilled shall be reduced to the limit of such
validity. This provision shall never be superseded or waived and shall control
every other provision of all agreements between Maker and Payee.

              7.     PREPAYMENT. The unpaid principal balance of this Note may
be prepaid in whole or in part without penalty at any time upon five (5) days
prior written notice to the Holder.

              8.     FORM OF PAYMENTS. Principal and Interest shall be payable
in lawful money of the United States of America in immediately available funds.

              9.     CREDITING OF PAYMENTS. Each payment hereunder shall be
credited first to accrued Interest and then to principal.

              10.    EVENTS OF DEFAULT AND REMEDIES.
<PAGE>   14
                     a. The existence or occurrence of either one or both of the
following events shall constitute an event of default ("Event of Default") under
this Note: (i) The failure by Maker to make any payment of principal, Interest,
Late Payment Charge or any other cost or expense due under this Note in
accordance with the terms of this Note; or, (ii) The occurrence of any event of
default under any security for this Note, including the Pledge (as defined
herein).

                     b. Upon the occurrence of any Event of Default and the
failure of Maker to cure such default within ten (10) days after notice thereof
if monetary and within thirty (30) days after notice thereof if non-monetary
(unless the Event of Default cannot be cured within thirty (30) days and Maker
commences a cure within the thirty (30) days and diligently prosecutes the cure
until it is complete, in which event, Maker shall have a reasonable amount of
time after the thirty (30) days to cure a non-monetary default): (i) the entire
unpaid principal balance, any unpaid Interest, and any other amounts owing under
this Note shall, at the option of the Holder and without further notice or
demand of any kind to Maker or any other person, immediately become due and
payable; and, (ii) the Holder shall have and may exercise any and all rights and
remedies available at law or in equity and also any and all rights and remedies
provided in any security for this Note.

                     c. The remedies of the Holder, as provided in this Note and
in any security for this Note, shall be cumulative and concurrent, and may be
pursued singularly, successively or together, at the sole discretion of the
Holder, and may be exercised as often as occasion therefor shall arise. No act
of omission or commission of the Holder, including specifically any failure to
exercise any right, remedy or recourse, shall be deemed to be a waiver or
release of any right, remedy or recourse, such waiver or release to be effected
only through a written document executed by the Holder. A waiver or release with
reference to any one event shall not be construed as continuing, as a bar to, or
as a waiver or release of, any subsequent right, remedy or recourse as to a
subsequent event.

              11.    SECURITY. This Note is secured by, among other things, and
is entitled to the benefits of, a stock pledge and security agreement ("Pledge")
dated the date of this Note. The provisions of the Pledge are incorporated
herein by reference as if set forth in full, and the covenants and conditions of
this Note shall control if there is a conflict between them and the covenants
and conditions contained in the Pledge.

              12.    ATTORNEYS' FEES. In the Event of Default under this Note or
in the event the Holder seeks legal advice in order to enforce the provisions of
this Note after an Event of Default, Maker agrees to pay a reasonable sum to
Holder for Holder's attorneys' fees. If any action is brought to enforce or
interpret the provisions of this Note, the prevailing party shall be entitled to
a reasonable sum for attorneys' fees.

              13.    GOVERNING LAW AND SEVERABILITY. This Note is made pursuant
to, and shall be construed, governed and enforced under the laws of the State of
Arizona. If any provision of this Note or any security for this Note is
construed or interpreted by a court of competent jurisdiction to be void,
invalid or unenforceable, such decision shall affect only those provisions so
construed or interpreted and shall not affect the remaining provisions of this
Note or any security for this Note.

              14.    TIME OF ESSENCE. Time is of the essence of this Note.

              15.    PAYMENT WITHOUT OFFSET. Principal and Interest shall be
paid without deduction or offset.

              16.    CALENDAR DAYS. Unless otherwise provided in this Note to
the contrary, calendar days, and not business days, shall be used in calculating
any time periods set forth in this Note.

              17.    NOTICES. Any notices which any party may be required, or
may desire, to give, unless otherwise specified, shall be in writing and shall
be (i) hand-delivered, effective upon receipt,
<PAGE>   15
(ii) transmitted by telecopier, effective upon receipt, with the original mailed
the same date by first class mail, postage prepaid, (iii) sent by United States
Express Mail or by private overnight courier, effective upon receipt, or (iv)
served by certified mail, postage prepaid, return receipt requested and
addressed to such party at the address set forth above, or to such other
address(es) or addressee(s) as the party to be served with notice may have
furnished in writing to the other party, effective three (3) days after mailing.

              18.    ASSIGNMENT. Payee or any other Holder of this Note may
assign all or a portion of its rights, title and interest in this Note and
security to any person, firm, corporation or other entity without the consent of
Maker.

              19.    RELATIONSHIP. The relationship of the parties hereto is
that of borrower and lender and it is expressly understood and agreed that
nothing contained in this Note or in any security for this Note shall be
interpreted or construed to make Maker and Payee partners, joint venturers or
participants in any other legal relationship except for borrower and lender.

              20.    WAIVER. Except as otherwise expressly provided to the
contrary in this Note, the Pledge or other loan documents relating to this Note,
Maker for itself and for its successors, transferees and assigns and all
guarantors, endorsers and signers, hereby waives all valuation and appraisement
privileges, presentment and demand for payment, protest, notice of protest and
nonpayment, dishonor and notice of dishonor, bringing of suit, lack of diligence
or delays in collection or enforcement of this Note and notice of the intention
to accelerate, the release of any party liable, the release of any security for
this Note, the taking of any additional security and any other indulgence or
forbearance. Maker agrees that this Note and any or all payments coming due
hereunder may be extended or renewed from time to time without in any way
affecting or diminishing Maker's liability under this Note. The acceptance by
Holder of a partial amount of a payment due from Maker to Holder under this Note
shall not constitute a waiver of the requirement of Maker to make a full payment
to Holder, and it shall not constitute a waiver by Holder of the time of the
essence provision of this Note.

              21.    HEADINGS. The subject headings of the paragraphs of this
Note are included for purposes of convenience only, and shall not affect the
construction or interpretation of any of its provisions.

              IN WITNESS WHEREOF, Maker has executed this Note as of the date
set forth above.
<PAGE>   16
                                   MAKER:

                                   SUN NZ, LLC

                                   By: Sun NMA, Inc.
                                       an Arizona corporation
                                       Its Managing Member



                                       By:
                                           -------------------------------
                                           William Pope, President
<PAGE>   17
                                    EXHIBIT B

                             UNCONDITIONAL GUARANTY


       DATE:               April 3, 2001

       GUARANTOR:          WILLIAM POPE and LINDA POPE
                           husband and wife

       LENDER:             BRIDGE FINANCIAL CORPORATION
                           an Arizona corporation
                           Attention: R. Randy Stolworthy
                           333 North 44th Street, Suite 420
                           Phoenix, Arizona 85008
                           Facsimile Number (602) 952-8769

       BORROWER:           SUN NZ, LLC
                           an Arizona limited liability company
                           Attention: William Pope
                           2525 East Camelback Road, Suite 888
                           Phoenix, Arizona 85016
                           Facsimile Number (602) 852-5599


       ORIGINAL
       PRINCIPAL           Eight Million and No/100 Dollars ($8,000,000)
       AMOUNT OF           evidenced by that  certain Promissory Note of even
       INDEBTEDNESS        date herewith between Lender, as Payee, and Borrower,
       GUARANTEED:         as Maker (the "Note")



              FOR VALUABLE CONSIDERATION, Guarantor unconditionally guarantees
and promises to pay to Lender, or order, on demand, in lawful money of the
United States, any and all obligations of Borrower to Lender, under and by
virtue of the Note and the other loan documents related to the Note.

              The obligations hereunder are joint and several, and independent
of the obligations of Borrower, and a separate action or actions may be brought
and prosecuted against Guarantor regardless of whether an action is brought
against Borrower or whether Borrower is joined in any such action or actions;
and Guarantor waives the benefit of any statute of limitations affecting its
liability hereunder or the enforcement thereof. Each Guarantor expressly agrees
that recourse may be made against the marital community and the separate
property of each Guarantor and in such order and manner as Lender may elect. The
provisions of any law or regulation are waived to the extent they require
spouses to be sued jointly for satisfaction of any debt or obligation first from
community property and second from sole and separate property.

              Guarantor authorizes Lender, without notice or demand and without
affecting its liability hereunder, from time to time to (a) renew, compromise,
extend, accelerate or otherwise change the time for payment of or the terms of
the Note or any part thereof, increase the amount or the rate of interest of the
Note, or shorten the term of the Note; (b) take and hold security for the
payment of this Guaranty of the obligations guaranteed, and exchange, enforce,
waive and release any such security; (c) apply such security and direct the
order or manner of sale thereof as Lender in its discretion may determine; and
(d) release or substitute any one or more of the endorsers of Guarantor. Lender
may without notice assign this Guaranty in whole or in part.
<PAGE>   18
              Guarantor waives any right to require Lender to (a) proceed
against Borrower; (b) proceed against or exhaust any security held from
Borrower; or (c) pursue any other remedy in Lender's power whatsoever, and any
laws or regulations to the contrary are hereby waived. Guarantor waives any
defense arising by reason of any disability or other defense of Borrower or by
reason of the cessation from any cause whatsoever of the liability of Borrower.

              Guarantor also waives (a) all diligence in collection or
protection of or realization on the Note, on any obligation under the Guaranty
or on any security for the Note; (b) any and all suretyship defenses and
defenses in the nature thereof; (c) any rights for a homestead exemption; and
(d) any defenses based upon release of collateral, failure to perfect a lien on
the collateral, failure to maintain a lien on the collateral, the release of
Borrower, the modification of the Note without Guarantor's consent or notice of
Lender's acceptance of this Guaranty.

              Until all obligations of Borrower to Lender under the Note shall
have been paid in full, Guarantor shall have no right of subrogation, and waive
any right to enforce any remedy which Lender now has or may hereafter have
against Borrower, and waive any benefit of and any right to participate in any
security now or hereafter held by Lender. Guarantor waives all presentments,
demands for performance, notice of nonperformance, protests, notices of protest,
notices of dishonor, and notices of acceptance of this Guaranty and of the
existence, creation or incurring of new or additional obligations.

              No delay on the part of Lender in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
Lender of any right or remedy shall preclude other or further exercise thereof
or the exercise of any other right or remedy; nor shall any modification or
waiver of any of the provisions of this Guaranty be binding on Lender except as
expressly set forth in writing, duly signed and delivered on behalf of Lender.
No action of Lender permitted hereunder shall in any way affect or impair the
rights of Lender and the obligations of Guarantor under this Guaranty.

              Guarantor represents and warrants to Lender that:

              (a) The execution, delivery and performance by Guarantor of this
Guaranty does not and will not conflict with or contravene any law, rule,
regulation, judgment, order or decree of any government, governmental
instrumentality or court having jurisdiction over Guarantor or Guarantor's
activities or properties or conflict with, or result in any default under any
agreement or instrument of any kind to which Guarantor is a party or by which
Guarantor or Guarantor's properties may be bound or affected;

              (b) Neither the execution and delivery by Guarantor of this
Guaranty nor the performance by Guarantor hereunder require the consent,
approval, order or authorization of, or registration with, or the giving of
notice to any governmental authority, domestic or foreign;

              (c) This Guaranty has been duly executed and delivered by
Guarantor and constitutes a legal, valid and binding obligation of Guarantor
enforceable against Guarantor in accordance with its terms;

              (d) There is no action, litigation or other proceeding pending or,
to Guarantor's best knowledge, threatened against Guarantor before any court,
arbitrator or administrative agency which may have an adverse effect on
Guarantor's assets, businesses, or financial condition or which would prevent,
hinder or jeopardize Guarantor's performance under this Guaranty.

              (e) Guarantor is fully familiar with all of the covenants, terms
and conditions of the Note and related documents and have reviewed such
documents personally and with counsel;

              (f) The financial statements (including the notes thereto) and
other financial information of any person or entity provided to Lender in
support of Guarantor's application for the Loan are materially true, correct and
complete, and present fairly the financial condition and the results of
operations of the persons set forth in such financial statements in accordance
with generally accepted accounting principles. There have not been any material
adverse changes in the
<PAGE>   19
condition, affairs or prospects, financial or otherwise, of any person or
company whose financial condition is reflected in any of the aforesaid financial
statements since the date of such financial statements; and Guarantor is unaware
of any facts or circumstances which might give rise to any such material adverse
change. In the event Guarantor becomes aware of any such material change, either
before or after any disbursement by Lender, Guarantor shall notify Lender in
writing immediately after Guarantor becomes aware of such facts or
circumstances.

              (g) Except as may be set forth in the written financial statements
presented by Guarantor to Lender, Guarantor is not a party to any contract,
agreement, indenture or instrument or subject to any restriction which
individually or in the aggregate require any obligations of Guarantor to be
performed as of the date hereof or as a result of executing this Guaranty, which
might adversely affect Guarantor's financial condition or businesses, or which
would in any way jeopardize the ability of Guarantor to perform hereunder; and

              (h) Guarantor was not induced to give this Guaranty by the fact
that there are or may be other guarantors either to this Guaranty or otherwise.
It is understood that this Guaranty is not being given in consideration of any
such other guaranty, and, in this regard, Lender may, at its discretion, take,
receive, accept, sue upon, release or compromise any such other guaranty of the
Note obtained or which may be obtained from any other person or entity, without
affecting this Guaranty or impairing any rights which Lender may have under this
Guaranty.

              Any provision of this Guaranty which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and no such prohibition or unenforceability shall
invalidate or render unenforceable such provision in any other jurisdiction.

              Any property assigned, pledged or hypothecated as security for
this Guaranty shall be deemed to secure all obligations of Borrower to Lender to
the same extent as if the same were Borrower's property and given as security by
Borrowers therefor.

              Any obligations of Borrower now or hereafter held by or payable to
Guarantor are hereby subordinated to the obligations of Borrower to Lender; and
such obligations of Borrower to Guarantor if Lender so requests shall be
collected, enforced and received by Guarantor as trustees for Lender and be paid
over to Lender on account of the obligations of Borrower to Lender but without
reducing or affecting in any manner the liability of Guarantor under the other
provisions of this Guaranty. Unless and until there is an Event of Default under
the Note and other loan documents related to the Note, Guarantor shall have the
right to receive payments under the obligations of Borrower to Guarantor in the
ordinary course of business.

              Where the Borrower is an entity, it is not necessary for Lender to
inquire into the powers of Borrower or the officers, directors, partners,
members or agents acting or purporting to act on its behalf, and any obligations
made or created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.

              Guarantor agrees to pay a reasonable attorneys' fee and all other
costs and expenses which may be incurred by Lender in the enforcement of this
Guaranty.

              In all cases where there is more than one Guarantor, then all
words used herein in the singular shall be deemed to have been used in the
plural where the context and construction so require.
<PAGE>   20
              If this Guaranty requires more than one signature, this Guaranty
may be signed in counterpart and, together, the counterpart Guaranties shall
constitute a single Guaranty.

              This Guaranty shall remain in full force and effect until the
expiration of any time periods within which a bankruptcy court can order the
disgorgement of payments made by Borrower to Lender under the Note or related
documents.

              This Guaranty is made pursuant to, and shall be construed,
governed and enforced under the laws of the State of Arizona.

              IN WITNESS WHEREOF, the undersigned Guarantor has executed this
Guaranty as of the date set forth above.

                                        GUARANTOR:



                                        -----------------------------------
                                        William Pope


                                        -----------------------------------
                                        Linda Pope

<PAGE>   21
                          STOCK CERTIFICATE ASSIGNMENT


         For Value Received, SUN NZ, LLC, an Arizona limited liability company,
does hereby assign and transfer to BRIDGE FINANCIAL CORPORATION, an Arizona
corporation, 137,079 shares of no par value common stock ("Pledged Stock") in NZ
Corporation, an Arizona corporation ("Corporation"), which Pledged Stock is
represented by Certificate Number 11842, and Sun NZ, LLC does hereby irrevocably
constitute and appoint Jerome L. Joseph to transfer the Pledged Stock on the
books of the Corporation with full power of substitution.

         DATED April 3, 2001.

                                       SUN NZ, LLC

                                       By:      Sun NMA, Inc.
                                                an Arizona corporation
                                                Its Managing Member



                                                By:_____________________________
                                                         William Pope, President
<PAGE>   22
                          STOCK CERTIFICATE ASSIGNMENT


         For Value Received, SUN NZ, LLC, an Arizona limited liability company,
does hereby assign and transfer to BRIDGE FINANCIAL CORPORATION, an Arizona
corporation, 124,617 shares of no par value common stock ("Pledged Stock") in NZ
Corporation, an Arizona corporation ("Corporation"), which Pledged Stock is
represented by Certificate Number 13448, and Sun NZ, LLC does hereby irrevocably
constitute and appoint Jerome L. Joseph to transfer the Pledged Stock on the
books of the Corporation with full power of substitution.

         DATED April 3, 2001.

                                       SUN NZ, LLC

                                       By:      Sun NMA, Inc.
                                                an Arizona corporation
                                                Its Managing Member



                                                By:_____________________________
                                                         William Pope, President
<PAGE>   23
                          STOCK CERTIFICATE ASSIGNMENT


         For Value Received, SUN NZ, LLC, an Arizona limited liability company,
does hereby assign and transfer to BRIDGE FINANCIAL CORPORATION, an Arizona
corporation, 150,787 shares of no par value common stock ("Pledged Stock") in NZ
Corporation, an Arizona corporation ("Corporation"), which Pledged Stock is
represented by Certificate Number 17547, and Sun NZ, LLC does hereby irrevocably
constitute and appoint Jerome L. Joseph to transfer the Pledged Stock on the
books of the Corporation with full power of substitution.

         DATED April 3, 2001.

                                       SUN NZ, LLC

                                       By:      Sun NMA, Inc.
                                                an Arizona corporation
                                                Its Managing Member



                                                By:_____________________________
                                                         William Pope, President
<PAGE>   24
                          STOCK CERTIFICATE ASSIGNMENT


         For Value Received, SUN NZ, LLC, an Arizona limited liability company,
does hereby assign and transfer to BRIDGE FINANCIAL CORPORATION, an Arizona
corporation, 455,175 shares of no par value common stock ("Pledged Stock") in NZ
Corporation, an Arizona corporation ("Corporation"), which Pledged Stock is
represented by Certificate Number 17661, and Sun NZ, LLC does hereby irrevocably
constitute and appoint Jerome L. Joseph to transfer the Pledged Stock on the
books of the Corporation with full power of substitution.

         DATED April 3, 2001.

                                       SUN NZ, LLC

                                       By:      Sun NMA, Inc.
                                                an Arizona corporation
                                                Its Managing Member



                                                By:_____________________________
                                                         William Pope, President
<PAGE>   25
                          STOCK CERTIFICATE ASSIGNMENT


         For Value Received, SUN NZ, LLC, an Arizona limited liability company,
does hereby assign and transfer to BRIDGE FINANCIAL CORPORATION, an Arizona
corporation, 331,731 shares of no par value common stock ("Pledged Stock") in NZ
Corporation, an Arizona corporation ("Corporation"), which Pledged Stock is
represented by Certificate Number 18117, and Sun NZ, LLC does hereby irrevocably
constitute and appoint Jerome L. Joseph to transfer the Pledged Stock on the
books of the Corporation with full power of substitution.

         DATED April 3, 2001.

                                    SUN NZ, LLC

                                    By:      Sun NMA, Inc.
                                             an Arizona corporation
                                             Its Managing Member



                                             By:_____________________________
                                                      William Pope, President
<PAGE>   26
                          STOCK CERTIFICATE ASSIGNMENT


         For Value Received, SUN NZ, LLC, an Arizona limited liability company,
does hereby assign and transfer to BRIDGE FINANCIAL CORPORATION, an Arizona
corporation, 433,829 shares of no par value common stock ("Pledged Stock") in NZ
Corporation, an Arizona corporation ("Corporation"), which Pledged Stock is
represented by Certificate Number 18871, and Sun NZ, LLC does hereby irrevocably
constitute and appoint Jerome L. Joseph to transfer the Pledged Stock on the
books of the Corporation with full power of substitution.

         DATED April 3, 2001.

                                      SUN NZ, LLC

                                      By:      Sun NMA, Inc.
                                               an Arizona corporation
                                               Its Managing Member



                                               By:_____________________________
                                                        William Pope, President
<PAGE>   27
                          STOCK CERTIFICATE ASSIGNMENT


         For Value Received, SUN NZ, LLC, an Arizona limited liability company,
does hereby assign and transfer to BRIDGE FINANCIAL CORPORATION, an Arizona
corporation, 165,865 shares of no par value common stock ("Pledged Stock") in NZ
Corporation, an Arizona corporation ("Corporation"), which Pledged Stock is
represented by Certificate Number 18873, and Sun NZ, LLC does hereby irrevocably
constitute and appoint Jerome L. Joseph to transfer the Pledged Stock on the
books of the Corporation with full power of substitution.

         DATED April 3, 2001.

                                       SUN NZ, LLC

                                       By:      Sun NMA, Inc.
                                                an Arizona corporation
                                                Its Managing Member



                                                By:___________________________
                                                   William Pope, President
<PAGE>   28
                                    EXHIBIT D

Recorded at the Request of
and when recorded, return to:
Michael E. Tiffany, Esq.
Tiffany & Bosco, P.A.
5th Floor Viad Tower
1850 N. Central Avenue
Phoenix, AZ 85004-4546

                                             STOCK PLEDGE AND SECURITY AGREEMENT


DATE:                      ____________, 2001


PLEDGOR:                   SUN NZ, LLC
                           an Arizona limited liability company
                           Attention: William Pope
                           2525 East Camelback Road, Suite 888
                           Phoenix, Arizona 85016
                           Facsimile Number (602) 852-5599


PLEDGEE:                   BRIDGE FINANCIAL CORPORATION
                           an Arizona corporation
                           Attention: R. Randy Stolworthy
                           333 North 44th Street, Suite 420
                           Phoenix, Arizona 85008
                           Facsimile Number (602) 952-8769


LOAN:                      The indebtedness in the principal amount of Eight
                           Million and No/100 Dollars ($8,000,000) evidenced by
                           that certain promissory note (the "Note") dated the
                           same date as this Stock Pledge and Security Agreement
                           ("Pledge") executed by Pledgor as the maker and
                           payable to Pledgee as the payee, and all extensions
                           and renewals thereof.


         To induce Pledgee to make the Loan to Pledgor and as security for the
repayment of the Note, Pledgor has agreed to pledge and assign to Pledgee all of
its, right, title and interest in and to the following shares of no par value
common stock ("Pledged Stock") in NZ Corporation, an Arizona corporation
("Corporation"):

         Pledged Stock                              Certificate Number
<PAGE>   29
         IT IS THEREFORE AGREED:

         1. PLEDGE. For good and valuable consideration, receipt of which is
acknowledged, Pledgor hereby grants a security interest to Pledgee in and to the
Pledged Stock, duly endorsed in blank and herewith delivered to Pledgee. Pledgor
appoints Pledgee its attorney-in-fact, with full power of substitution, to
arrange for the transfer of the Pledged Stock on the books of the Corporation to
the name of Pledgee. Pledgee shall hold the Pledged Stock as security for the
repayment of the Note, and shall not encumber or dispose of the Pledged Stock
except as allowed in this Pledge.

         2. DIVIDENDS. During the term of this Pledge, all dividends and other
amounts received by Pledgee as a result of its record ownership of the Pledged
Stock shall be applied by it to the payment of the principal and interest on the
Note.

         3. VOTING RIGHTS. So long as Pledgor is not in default in the
performance of any of the terms of this Pledge or in the payment of the
principal or interest of the Note, Pledgor shall have the right to vote the
Pledged Stock on all Corporation questions, and Pledgee shall execute proxies in
favor of Pledgor to this end within ten (10) days of presentation by Pledgor.

         4. REPRESENTATIONS. Pledgor warrants and represents that there are no
restrictions upon the transfer of any of the Pledged Stock, and that Pledgor has
the right to transfer the Pledged Stock free of any encumbrances and without
obtaining the consents of the officers, directors or other shareholders of the
Corporation.

         5. ADJUSTMENTS. In the event that, during the term of this Pledge, any
share dividend, reclassification, readjustment or other change is declared or
made in the capital structure of the Corporation, all new, substituted and
additional shares, or other securities, issued by reason of any such change
shall be held by Pledgee under the terms of this Pledge in the same manner as
the shares originally pledged hereunder.

         6. WARRANTS AND RIGHTS. In the event that during the term of this
Pledge, subscription warrants or any other rights or options shall be issued in
connection with the Pledged Stock, such warrants, rights and options shall be
immediately assigned by Pledgee to Pledgor, and if exercised by Pledgor all new
shares or other securities so acquired by Pledgor shall be immediately assigned
to Pledgee to be held under the terms of this Pledge in the same manner as the
shares originally pledged hereunder.

         7. PAYMENT OF NOTE. Upon payment at maturity of the unpaid principal
and interest under the Note and all other documents in connection with the Note,
Pledgee shall transfer to Pledgor all the Pledged Stock and all rights received
by Pledgee as a result of its record ownership thereof.
<PAGE>   30
         8. DEFAULTS AND REMEDIES. Upon any event of default under this Pledge,
Pledgee shall have the right to exercise any and all of the rights and remedies
afforded to Pledgee by the Uniform Commercial Code or otherwise possessed by
Pledgee under this Pledge and the Pledged Stock. In addition to the right to
exercise any rights of a secured party upon default under the laws of the State
of Arizona, Pledgee shall have the right, in its sole discretion, upon notice to
Pledgor, to sell the remaining Pledged Stock, or any part thereof, at any public
or private sale, at which Pledgee may be a purchaser, upon such terms as Pledgee
shall deem appropriate. Any purchaser at any such sale shall hold the property
sold absolutely free from any claim or right on the part of Pledgor and Pledgor
hereby waives all rights with respect to or in connection with the sale of the
Pledged Stock which it now has or may in the future have under any applicable
law. As an alternative to exercising the power of sale herein conferred upon it,
Pledgee may institute an action or proceeding in any court of competent
jurisdiction to foreclose on and to sell the Pledged Stock, or any part thereof,
pursuant to a judgment, order or decree of such court.

         9. LOAN AGREEMENT. This Pledge is made pursuant to that certain Loan
Agreement dated April 3, 2001 between Pledgor as Borrower and Pledgee as Lender.
The applicable provisions of the Loan Agreement are incorporated into this
Pledge and, in the event of any missing provisions from this Pledge or any
inconsistency between the provisions of the Loan Agreement and this Pledge, the
Loan Agreement shall control.

         10. GENERAL. Time is of the essence of this Pledge and this Pledge
shall be for the benefit of and binding upon the parties hereto and their heirs,
representatives, successors and assigns. This Pledge shall constitute the entire
agreement between the parties regarding the subject of this Pledge and any
amendments of this Pledge shall be in writing. The paragraph titles are not part
of this Pledge and are for convenience only. Any notices which any party may be
required, or may desire, to give, unless otherwise specified, shall be in
writing and shall be (I) hand-delivered, effective upon receipt, (ii)
transmitted by facsimile, effective upon receipt, with the original mailed the
same date by first class mail, postage prepaid, (iii) sent by United States
Express Mail or by private overnight courier, effective upon receipt, or (iv)
served by certified mail, postage prepaid, return receipt requested and
addressed to such party at the address set forth above, or to such other
address(es) or addressee(s) as the party to be served with notice may have
furnished in writing to the other party, effective three (3) days after mailing.
This Pledge shall be construed, governed and enforced under the laws of the
state of Arizona and the prevailing party in any dispute shall be entitled to
attorneys' fees and costs.

         IN WITNESS WHEREOF the parties have executed this Pledge as of the date
first written above.

PLEDGEE:                                    PLEDGOR:

BRIDGE FINANCIAL CORPORATION                SUN NZ, LLC


By:                                         By:      Sun NMA, Inc.
       -----------------------------                 an Arizona corporation
          R. Randy Stolworthy                  Its Managing Member
          President


                                            By:
                                                -----------------------------
                                                William Pope, President
<PAGE>   31
STATE OF ARIZONA      )
                      ) ss.
County of Maricopa    )

          The foregoing instrument was acknowledged before me this _____ day of
_______, 2001, by R. Randy Stolworthy, in his capacity as President of BRIDGE
FINANCIAL CORPORATION, an Arizona corporation, on behalf of the corporation.


                                      _______________________________________
                                      Notary Public



STATE OF ARIZONA            )
                            ) ss.
County of Maricopa          )

          The foregoing instrument was acknowledged before me this _____ day of
_________, 2001, by William Pope, in his capacity as President of Sun NMA, Inc.,
an Arizona corporation, the Managing Member of SUN NZ, LLC, an Arizona limited
liability company, on behalf of the company.


                                      _______________________________________
                                      Notary Public
<PAGE>   32
                                    EXHIBIT E

When Filed Return To:
Michael E. Tiffany, Esq.
Tiffany & Bosco, P.A.
1850 N. Central Ave., 5th Floor
Phoenix, AZ  85004


                                     UNIFORM
                                 COMMERCIAL CODE
                               FINANCING STATEMENT

<TABLE>
<S>                                                                <C>
Effective Date                                                     County and State of Transaction
_____________, 2001                                                Maricopa County, Arizona
DEBTOR (Name, Address and Zip Code)                                SECURED PARTY (Name, Address and Zip Code)

SUN NZ, LLC                                                        BRIDGE FINANCIAL CORPORATION
an Arizona limited liability company                               an Arizona corporation
2525 East Camelback Road, Suite 888                                333 North 44th St., Suite 420
Phoenix, AZ 85016                                                  Phoenix, AZ 85008

Assignee of Secured Party (Name, Address and Zip Code)             Record Owner of Real Property, if Not Debtor
                                                                   (Name, Address and Zip Code)

                N/A                                                                  N/A

Counties Where Collateral is Located                               [ ]     Products of Collateral are also covered
                                                                   [ ]     Proceeds of Collateral are also covered
Maricopa County
</TABLE>

Financing Statement covers the following types of property:

ALL OF DEBTOR'S RIGHT, TITLE AND INTEREST IN AND TO ___________ SHARES OF NO PAR
VALUE COMMON STOCK OF NZ CORPORATION, AN ARIZONA CORPORATION

If collateral is timber to be cut, crops growing or to be grown, minerals or the
like, accounts to be financed at the wellhead or minehead of the well or mine,
or goods which are or are to become fixtures, the real property to which these
are affixed or concerned is legally described:

[ ] This financing statement is to be filed in the office where a mortgage on
the real property would be recorded.

This Financing Statement is filed or recorded without Debtor's signature to
perfect a security interest in collateral which:

[ ] Is already subject to a security interest in another jurisdiction when it
was brought into the state or which Debtor changed location to this State;

[ ] Are proceeds of the original collateral described above in which a security
interest was perfected;

[ ] Is no longer effective due to lapse of the original filing;

[ ] Was acquired four months or less after Debtor has changed its name, identity
or corporate structure.

<TABLE>
<S>                                              <C>
DEBTOR:                                          SECURED PARTY:

SUN NZ, LLC                                      BRIDGE FINANCIAL CORPORATION

By:  Sun NMA, Inc., an Arizona corporation
     its Managing Member                         By:   ______________________________
                                                       R. Randy Stolworthy, President
     By:______________________________
              William Pope, President
</TABLE>
<PAGE>   33
                                    EXHIBIT F

                             (TRANSFER AGENT LETTER)




                          BRIDGE FINANCIAL CORPORATION
                        333 NORTH 44TH STREET, SUITE 420
                           PHOENIX, ARIZONA 85008-6568
                            TELEPHONE:(602) 952-8836
                            FACSIMILE:(602) 952-8769

                                                     _________________, 2001

VIA CERTIFIED MAIL

American Stock Transfer & Trust Company
Attn: Paula Caroppoli
6201 15th Avenue, 3rd Floor
Brooklyn, NY 11219

         RE:    PLEDGE OF NO PAR VALUE COMMON STOCK OF NZ CORPORATION

Ladies and Gentlemen:

         You are hereby advised that Sun NZ, LLC, an Arizona limited liability
company ("Borrower"), has pledged the following shares of no par value common
stock ("Pledged Stock") of NZ Corporation, an Arizona corporation, to Bridge
Financial Corporation, an Arizona corporation ("Lender"), which Pledged Stock is
traded on the American Stock Exchange:

         Shares                                      Certificate Number


Enclosed is a copy of a Stock Pledge and Security Agreement ("Pledge") dated
April ___, 2001 regarding the Pledged Stock.

         Please show in your records that the Pledged Stock is restricted and
cannot be further pledged, assigned or transferred until you are advised in
writing by the Lender and Borrower that the Pledged Stock has been released from
the Pledge.
<PAGE>   34
         Although your acceptance of this letter is not necessary to perfect the
notice given to you by this letter, for the records of the Lender, please
confirm your acceptance of the above instructions by signing this letter where
provided below and returning the accepted letter to the Lender at the address
shown above.

         Thank you for your cooperation.

                                               Sincerely,

                                               BRIDGE FINANCIAL CORPORATION



                                               R. Randy Stolworthy, President

APPROVED:

SUN NZ, LLC
an Arizona limited liability company

By:      Sun NMA, Inc.
         an Arizona corporation
         Its Managing Member


         By:    _____________________________
                William Pope, President


ACCEPTED:

AMERICAN STOCK TRANSFER & TRUST COMPANY


By:      _________________________________

Its:     _________________________________
<PAGE>   35
                                    EXHIBIT G

                                                          April 3, 2001

Bridge Financial Corporation
333 N. 44th St., Suite 420
Phoenix, AZ 85008-6568


Ladies and Gentlemen:

         I am legal counsel for SUN NZ, LLC, an Arizona limited liability
company ("Borrower") and Sun NMA, Inc., an Arizona corporation, the managing
member of the Borrower ("Managing Member"). As such counsel, I have examined
originals (or copies identified to my satisfaction as true copies of the
originals) of the following documents dated April 3, 2001 ("Documents"):

         1.       Loan Agreement;

         2.       Promissory Note;

         3.       Unconditional Guaranty;

         4.       Stock Certificate Assignment;

         5.       Stock Pledge and Security Agreement ("Pledge");

         6.       Uniform Commercial Code Financing Statement ("Financing
                  Statement"); and

         7.       Transfer Agent Letter.

I have also examined the Articles of Organization, Operating Agreement, Articles
of Incorporation, Bylaws and other relevant organizational documents of the
Borrower and Managing Member.

         In my examination, I have assumed the genuineness of all signatures and
the authenticity of the Documents submitted to me as originals conforming to the
originals of the Documents submitted to me as copies.

         I am an attorney licensed to practice in the State of Arizona, and
accordingly, I do not express any opinion as to the laws or their effect in any
jurisdiction other than the State of Arizona.

         The enforceability of the Documents and the rights and remedies of the
parties thereunder, are subject to, and limited by: (1) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to creditors' rights generally; (2) availability of
equitable remedies; and (3) future changes or interpretations to current laws,
rules and regulations of the State of Arizona.

         Based upon and subject to the foregoing, it is my opinion that:

         1. The Borrower is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Arizona.

         2. The Managing Member is a corporation duly organized, validly
existing and in good standing under the laws of the State of Arizona.

         3. The Borrower and Managing Member have all the requisite power and
authority to execute and deliver the Documents, and the Borrower has all of the
requisite power and authority to perform under the Documents.
<PAGE>   36
         4. Upon execution and delivery of the Documents, the Documents shall be
binding obligations of and enforceable against the Borrower according to their
terms.

         5. To my knowledge, the execution, delivery and performance under the
Documents by Borrower do not violate the laws and regulations applicable to the
Borrower and Managing Member.

         6. To my knowledge, there is not any action, suit or proceeding, at law
or in equity, either pending or threatened against the Borrower that would
materially and adversely affect the ability of the Borrower to perform under the
Documents.

The words "my knowledge" mean the actual knowledge of John E. Olson as of the
date of this letter without any independent investigation or inquiry to
determine if my actual knowledge is true and correct.

         In rendering this opinion, I have relied upon the fact that the Pledge
and Financing Statement will be properly recorded and filed for perfection of
the liens created thereby.

         I have no information concerning and express no opinion on the priority
of the security interest which will be perfected by the filing of the Financing
Statement. However, to my knowledge, the Pledged Stock for the First Advance is
not subject to any pledge and, at the time of each Subsequent Advance, the
Pledged Stock for each Subsequent Advance shall not be subject to any pledge
other than the ones created by each Pledge.

         This letter is limited to the above and is furnished by me as legal
counsel for the Borrower and Managing Member to you solely for your benefit and
with respect to the Documents.

                                               Sincerely,



                                               --------------------------------
                                               John E. Olson, Esq.

</TEXT>
</DOCUMENT>
