Exhibit 10.13
CONSULTING
AGREEMENT
This CONSULTING
AGREEMENT (the "Agreement") is made and entered into
effective as of November __, 2007 by and between CS
Financing Corporation, a Delaware corporation (the
"Company"), and Real Equity Solutions Inc., a California
corporation (the "Consultant").
RECITALS
WHEREAS, the Company
desires to engage Consultant’s services on the terms
and subject to the conditions set forth herein;
and
WHEREAS,
the Consultant desires to provide the consulting services to
the Company on the terms and subject to the conditions set
forth herein.
AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and
promises contained herein, the parties agree as
follows:
1.
CONSULTING SERVICES . The Consultant agrees to
use its commercially reasonable best efforts to complete the
following tasks (the “Services”) on or prior to the
date that is 180 days following the date hereof:
1.1
Develop
loan policies (the “Loan Policies”) for residential,
commercial and industrial real estate lending by the
Company.
1.2
Develop
underwriting guidelines for each type of loan that would be
submitted pursuant to the Loan Policies.
1.3
Develop
documents necessary to obtain the information needed to properly
analyze a loan submission.
1.4
Develop
a pricing matrix that will enable the Company to price loans that
it reviews in accordance with the Loan Policies.
1.5
Develop
a detailed internal underwriting process that includes information
review, analysis and investment determination for each type of loan
that might be submitted pursuant to the Loan Policies.
1.6
Assist
and make recommendations to the Board of Directors of the Company
regarding the establishment of a loan committee.
1.7
Develop
a process and format to synthesize proposed loan transaction
information into a summary memorandum containing the material terms
and considerations presented by each loan transaction for internal
use by the Company.
1.8
Develop
documents to convey final loan committee decisions to
applicants.
1.9
Develop
a process for future review and analysis of lending
inquiries.
2.
Compensation . For its Services hereunder,
Consultant shall be paid $150.00 per hour on a monthly
basis. Consultant shall submit a statement outlining in
reasonable detail the work provided and the associated hours
billed. Consultant shall bill its time in one tenth of
one hour increments. Statements shall be due and payable
in arrears within 30 days of the Company’s receipt
thereof.
3.
TERMINATION OF AGREEMENT . This Agreement may be
terminated at any time with or without cause (1) immediately by the
Company upon written notice to the Consultant, and (2) by the
Consultant upon 20 days written notice to the
Company. Upon termination of this Agreement, Consultant
shall submit a final statement detailing any outstanding and
previously unbilled time, which final statement shall be due and
payable within 30 days of the Company’s receipt
thereof.
4.
CONFIDENTIALITY . Except as contemplated hereby
or required by a court of competent authority or governmental or
quasi-governmental regulatory agency or body, Consultant shall keep
confidential and shall not disclose to others and shall use its
best efforts to prevent its officers, directors, affiliates,
agents, and representatives from disclosing to others without the
prior written consent of Company any
confidential information that (i) pertains to this
Agreement, or any of the Services contemplated hereby, or
(ii) pertains to confidential or proprietary information of
the Company (“Confidential Information”). Consultant
shall not use, and shall use its best efforts to prevent any of its
officers, directors, affiliates, agents and representatives from
using, except in performance of its obligations to Company, any
Confidential Information, except in connection with the
transactions contemplated hereby. The term
“confidential information” is used in this Section 4 to
describe information that is confidential, non public, or
proprietary in nature, was provided to Consultant or its
representatives by the Company, or any agen
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