CONSULTING AGREEMENT

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this "Agreement") is made on August 1, 2008 , by and between CS Financing Corporation, a Delaware Corporation with its principal place of business at 21 Tamal Vista Blvd. Suite #230 in Corte Madera California 94925 (the “ Client ”) and The National Research Exchange, Inc. (" NRE "), a Delaware Corporation with its principal place of business at 111 West 67 ^th Street, New York, New York, 10023.

WHEREAS , Client is a mezzanine real estate lender who raises capital through the sale of publicly registered notes and which capital is then lend to mezzanine real estate development projects, and where the interest spread between these activities generates the revenue to manage and grow the business.

WHEREAS , Client is a privately owned company that seeks consulting advice to re-structure and re-capitalize its business (“Services”): principally to – (1) structure, market and price additional equity capital in the most advantageous manner to Client and its existing shareholders; (2) to assist Client in finding a “statutory”  underwriter (as required under FINRA rule 2720) for its publicly issued notes to permit regulatory approval by FINRA for the distribution of the publicly issued notes as well as possible use Clients’ broker-dealer in the distribution;  (3) to develop and implement marketing plans for the sale of the publicly registered notes;  (4) to develop and implement a business organization plan for Client’s business functions and staff (including possible acquisitions of staff and systems) which business units might include – management, capital raising through publicly issued notes, and mezzanine loan origination, underwriting, and administration activities; and (5) to assist Client in finding appropriate legal counsel to assist Client in its recapitalization and re-structuring and determining the best ways to accomplish the business goals within the context of the regulatory environment in the securities and financial areas. the .

WHEREAS , NRE is skilled and experienced in the performance of such Services and related activities and desires to perform such Services for Client under the terms and conditions set forth herein,

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows

1.  Services . Client hereby engages NRE, and NRE hereby agrees to be engaged by Client, to perform the Services on the terms and conditions set forth in this Agreement. NRE is free to perform work on behalf of entities other than Client that do not offer goods and services competitive with Client, but shall devote sufficient time to the performance of the Services under this Agreement as shall be reasonably necessary to effectively perform those Services and protect the interests of Client.

1.1.  NRE shall provide the Services to Client  through the persons of David Weild and Edward Kim, and such other persons as NRE and the Client may agree upon.

2. Term . This Agreement shall remain in full force and effect for a term of four (4) months commencing on August 1, 2008 and ending on November 30, 2008.

2.1. Renewal.  The Agreement shall be automatically renewed on a month-by-month basis after the termination date of this Agreement and either party may terminate the Agreement upon 30 day prior written notice to the other party.

3.  Price and Payment Terms .

3.1. Client shall pay NRE a monthly fee of $35,000 (“Monthly Fee”).  Payment shall be made in advance for the month for which the fee is paid, with the exception of the first month which shall be paid upon execution of this Agreement.

3,2,. The Monthly fee shall not include any travel-related expenses.  Client shall be responsible for all travel-related expenses (including, but not limited to, coach airfare and standard business-class hotel accommodations) incurred by NRE during performance of the Services; provided that Client has approved such expenses.  NRE shall keep accurate records of all such expenses, and Client shall have the right upon reasonable notice, to audit at any time up to one (1) year after payment of its final invoice, the travel-related expenses incurred in connection with the Services.

3.3.  Travel-related expenses approved by Client shall be paid within 45 days of the submission of such travel-related expenses to Client by NRE.

3.4. If Client disputes in good faith any invoice rendered or amount paid, Client shall notify NRE, and the parties will use their best efforts to resolve the disputed expenditures. The time for paying the portion of the invoice in dispute shall be extended until the dispute is resolved.

4. Payment of Taxes . Beginning on the date of this Agreement, NRE shall be responsible for payment of all taxes arising from NRE’s engagement under this Agreement and all compensation paid to NRE, or any of NRE’s employees, by Client under this Agreement, including federal, state and local income taxes and applicable Social Security (FICA) and/or self-employment taxes. NRE agrees to indemnify and hold harmless Client for all expenses and costs, including attorneys’ fees, incurred as a result of NRE’s non-payment of taxes.

5. Termination .

5.1. Client and NRE shall not have the right to terminate this Agreement prior to the expiration of the Term of this Agreement except for cause as described in section 5.2 below.

5.2. If either party is in default of its obligations under this Agreement and the default continues for ten (10) days after written notice is sent by the party not in default, the non-defaulting party may, in addition to all other rights and remedies provided by law or this Agreement, terminate this Agreement.

5.3. The following provisions shall survive any expiration or termination of this Agreement: Sections 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12.

6. Status of Parties . NRE, and all employees or independent contractors of NRE, shall be, and at all times during this Agreement shall remain, an independent contractor in relation to Client. NRE shall not represent himself as an employee, partner or joint venturer of Client. NRE has no authority whatsoever to bind Client, nor shall NRE represent that it has any such authority, express, implied or otherwise. NRE agrees that it shall not negotiate or enter into any oral or written contract, agreement or arrangement on behalf of, or in the name of, Client. NRE shall perform the Services