ex101to8k06994_01092008.htm


     

    Exhibit
      10.1


    Outsourced
      Mortgage Processing and

    Fulfillment
      Services Agreement

    


    THIS
      AGREEMENT is made and entered into as of December 31, 2007, by
      and  between Rutgers Investment Group, Inc., a Texas
      Corporation with headquarters at 5100 N. O’Connor, Suite
      400, Irving, TX 75039, referred to as "Rutgers" and
      Homeloanadvisors.com, a corporation organized and existing under the laws of
      the
      State of California, United States of America and having its principal office
      at
      600 Anton Boulevard, Suite 1700, Costa Mesa, CA 92626, hereinafter referred
      to
      as "Client."

    


    W
      I T N E S S E T H

    


    WHEREAS,
      Rutgers is now, and has been, engaged in the business of providing
      contract mortgage processing and fulfillment services, and,

    


    WHEREAS,
      Client desires to contract for the mortgage processing and fulfillment
      services of Rutgers, and,

    


    NOW
      THEREFORE, in consideration of the mutual promises and agreements as
      set forth herein and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties intending to be
      legally bound, do hereby agree that the foregoing recitals are incorporated
      herein by reference and made a part hereof as though set forth at length
      throughout this Agreement and do further agree as follows:

    


    1.
      Specific Obligations and Duties of Rutgers. Subject to the terms and
      conditions of this Agreement, Rutgers shall devote its time and attention and
      exert its best efforts and skills to provide the Client with Mortgage processing
      and fulfillment services which includes data processing, data verification,
      document and data review, report preparation, incoming and outgoing calls,
      emails and such other similar services hereinafter referred to as
“Services” in a timely manner, including but not limited
      to: immediately upon receipt of the loan file via hard copy or electronic means,
      Rutgers will begin processing the file for closing including ordering
      Verifications of Rent, Mortgage, Employment and Deposit; ordering appraisal;
      ordering title commitment; ordering any additional information to complete
      processing the file for submission to its underwriter who will
      apply  criteria provided by Client; delivery of the fully processed
      loan file to its underwriter; obtaining any remaining documentation needed
      for
      closing based on Client’s requirements; schedule closing and obtain final Fee
      Sheets; return fully processed and closed file to Client for their required
      records once loan has disbursed as well as post-closing and fulfillment
      services.  As a consequence of complying with various Laws and
      Regulations related to the mortgage lending industry, Rutgers is obligated
      to
      ensure that the Client meets the highest standards of professional quality
      and
      integrity. Therefore, prior to engagement by Rutgers
      and as a continuing condition of engagement by Rutgers, the Client hereby
      represents and warrants that he or she is fully licensed or registered as a
      mortgage banker by the State of Texas.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.
      Process: Upon execution of this Agreement, Client will submit Loan
      applications to Rutgers for processing which resulted from
      leads purchased from Rutgers
      (“Loans”).   Rutgers in accordance with state
      and federal laws and utilizing its best efforts will process the application
      per
      request and direction of Client. The detailed process, requirements and Service
      Levels are described in the Schedules attached to this
      agreement.  At a minimum, Client shall provide Rutgers with the
      following: a signed and completed application 1003 and all RESPA required
      disclosures; borrower(s) Tri-Merge Credit Report;
      selection of program for submission and lock program/rate if needed; and
      approval of final fee sheet for Closing. The Client shall also maintain its
      mortgage banker license or registration with the State of Texas during the
      term
      of this Agreement. If the Client’s license is revoked during the term of this
      Agreement, this Agreement shall be deemed null and void.

    


    3.
      Fees & Payment Terms: Price per file will be as
      per the attached Schedule II

    depending
      upon the type of the loan. All processing fees shall be due and payable at
      closing. Client agrees that whenever possible, fees due to Rutgers
as per attached Schedule II will be included in the “Closing Fees
      Sheet” and paid directly through the closing agent at settlement. If payment at
      settlement is not possible, Client will either direct the closing agent to
      withhold all fees due to Rutgers and pay directly to
Rutgers or upon funding immediately forward a corporate
      check
      payable to Rutgers.

    


    4.
      Term and Termination: The term of this Agreement shall be for a period
      of ONE (1) year from the execution date of this Agreement. This Agreement and
      the relationship created hereby may be terminated by Rutgers at any time without
      cause upon 90 days written notice given to the Client. This Agreement and the
      relationship created hereby may be terminated by the Client at any time without
      cause upon 90 days written notice given to Rutgers.  Rutgers shall
      have the additional right to terminate this Agreement immediately without notice
      to Client when such termination is for cause  including, without
      limitation, failure to exercise best efforts in the performance of the job,
      dishonesty, fraud, misrepresentation to Rutgers or any third person or breach
      of
      this Agreement or upon the occurrence of any of the following events: a) If
      Client, or any of its employees, agents or representatives is convicted of
      a
      felony, a crime of moral turpitude, dishonesty, breach of trust or unethical
      business conduct, or b) If Client, or any of its employees, agents or
      representatives engages in willful misconduct, willful or gross neglect, fraud,
      misappropriation or embezzlement in the performance of its duties hereunder
      or
      otherwise to the detriment of Rutgers.  During and after the term of
      this Agreement, Client shall not disparage, in any manner or respect, Rutgers
      or
      the financial soundness and responsibility, personnel or practices of Rutgers'
      business.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    5.  Independent
      Contractor Relationship: Nothing contained in this Agreement shall
      authorize, empower or constitute either party as the agent of the other in
      any
      manner; authorize or empower either party to assume or create any obligation
      or
      responsibility whatsoever, expressed or implied, on behalf of or in the name
      of
      the other; or authorize or empower either party to bind the other in any manner
      or make any representation, warranty, covenant, agreement or commitment on
      behalf of the other party. Rutgers is acting as an independent
      contractor, and nothing contained in this Agreement or in the relationship
      between Rutgers and CLIENT shall be deemed to
      constitute a partnership, joint venture or any other relationship, except as
      specified pursuant to the terms of this Agreement.  All information
      supplied to and/or collected by Rutgers in the processing of
      all mortgage applications submitted by CLIENT to
Rutgers will be held in strict confidence. In addition
      Rutgers will not solicit any of the applicants submitted for
      processing nor will it transfer any information without written consent of
      CLIENT and the applicant.

    


    6.
      Indemnity and Limitation of Liability:

    


    a.                 CLIENT
      agrees to indemnify, defend, protect and hold harmless
Rutgers, its officers, employees, affiliates, agents,
      successors and assigns from and against any and all claims, liabilities,
      actions, suits, proceedings, damages, losses, costs, expenses and court costs
      relating to, arising out of, connected with or resulting from the negligent
      acts, errors and omissions of CLIENT officers, shareholders,
      employees, affiliates, agents and representatives.

    


    b.                 Rutgers
      agrees to indemnify, defend, protect and hold harmless CLIENT,
its officers, shareholders, employees, affiliates,
      agents, successors
      and assigns from and against any and all claims, liabilities, actions, suits,
      proceedings, damages, losses, costs, expenses and court costs relating to,
      arising out of, connected with or resulting from the negligent acts, errors
      and
      omissions of Rutgers officers, employees, affiliates, agents
      and representatives.

    


    IN
      NO
      EVENT OR UNDER ANY CIRCUMSTANCE SHALL EITHER PARTY BE LIABLE TO THE OTHER OR
      ANY
      THIRD PARTY (OR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S
      RIGHTS), IN CONTRACT, TORT OR OTHERWISE, FOR INDIRECT, SPECIAL, INCIDENTAL,
      EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER EVEN IF
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS OF THE FORM OR NATURE
      OF
      ACTION THE TOTAL CUMULATIVE LIABILITY OF RUTGERS TO THE
CLIENT FOR DAMAGES UNDER THIS AGREEMENT SHALL
      BE LIMITED TO THE
      AGGREGATE OF THE AMOUNT PAID TO RUTGERS IN THE IMMEDIATE
      PREVIOUS SIX MONTHS FOR THE SERVICES. THIS LIMITATION ON LIABILITY WAS A
      CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE TO
RUTGERS HEREUNDER.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    7.
      Warranties by Both Parties: Each party represents and warrants to the
      other that:

    a.                 it
      has the requisite corporate power and authority to enter into this Agreement
      and
      to perform its obligations hereunder;

    b.                 it
      is not a party to any agreement, and knows of no law, regulation or order,
      that
      would prohibit it from entering into and performing its obligations under this
      Agreement, or that would conflict with the terms of this Agreement;
      and

    c.                 this
      Agreement constitutes a legal, valid and binding obligation of it, enforceable
      against it in accordance with the terms of this Agreement, subject to applicable
      bankruptcy, insolvency and other laws affecting the enforceability of creditors’
rights generally and the discretion of courts in granting equitable
      remedies.

    


    8.
      Mediation and Arbitration. Any disputes between the parties hereto,
      whether arising under this agreement or otherwise, which the parties cannot
      resolve between themselves using good faith shall be referred to a court
      certified mediator of the Court in Cameron County, and any mediation shall
      be
      held in Cameron County. The Client shall bear the cost of said mediation. In
      the
      event that said dispute is not resolved in mediation, the parties shall submit
      the dispute to a neutral arbitrator residing in Cameron County. The arbitration
      shall be held in Cameron County and the Client shall bear the cost of said
      arbitration. The parties further agree that full discovery shall be allowed
      to
      each party to the arbitration and a written award shall be entered forthwith.
      Any and all types of relief that would otherwise be available in Court shall
      be
      available to both parties in the arbitration. The decision of the arbitrator
      shall be final and binding. Arbitration shall be the exclusive legal remedy
      of
      the parties. Judgment upon the award may be entered in any court of competent
      jurisdiction pursuant to Texas statutes. If either party refuses to comply
      with
      a ruling or decision of the arbitrator and a lawsuit is brought to enforce
      said
      ruling or decision, it is agreed that the party not complying with the ruling
      or
      decision of the arbitrator shall pay all the court costs and reasonable
      attorney's fees (including Trial and Appellate attorney's fees) incurred in
      enforcing the ruling or decision of the arbitrator. Any rights of injunctive
      relief shall be in addition to and not in derogation or limitation of any other
      legal rights.

    


    9.
      Interpretation of this Agreement. The parties acknowledge that this
      Agreement is the product of mutual efforts by the parties and their respective
      agents. This Agreement shall be interpreted neither more favorable in favor
      of
      one party, nor less favorably in favor of another party.

    


    10.
      Entire Agreement. This Agreement constitutes the entire understanding
      of the parties and supersedes all prior discussions, negotiations, Agreements
      and understandings, whether oral or written, with respect to its subject
      matter.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    11.
      Modification. No change, modification or waiver of this Agreement shall
      be valid unless it is in writing and signed by all the parties who are bound
      by
      the terms of this Agreement.

    


    12.
      Severability. If any provision of this Agreement is held invalid,
      unenforceable, or void by a court of competent jurisdiction, this Agreement
      shall be considered divisible as to such provision, and the remainder of the
      Agreement shall be valid and binding as though such provision were not included
      in this Agreement.

    


    13.
      Benefits; Binding Effects. This Agreement shall be binding upon and
      shall operate for the benefit of the parties hereto and their respective
      executors, administrators, successors, and assigns.

    


    14.
      Venue and Jurisdiction. Should a lawsuit be necessary to enforce this
      Agreement the parties agree that jurisdiction and venue are waived and suit
      shall be brought exclusively in Cameron County.

    


    15.
      Notices. Any notice, demand or other communication required or
      permitted by this Agreement must be in writing and shall be deemed to have
      been
      given and received: if delivered by overnight delivery service or messenger,
      when sent, or if mailed, on the third business day after deposit in the United
      States mail, certified or registered postage prepaid, return receipt requested;
      in every case addressed to the party to be notified as follows:

    


    If
      to
Rutgers:

    


    Rutgers
      Investment Group, Inc.

    Attn:
      Jack Roubinek, CEO

    5100
      N.
      O’Connor, Suite 400

    Irving,
      TX 75039

    


    If
      to
CLIENT:

    


    Homeloanadvisors.com

    Attn:
      Jeff Pittman, President

    600
      Anton
      Boulevard, Suite 1700,

    Costa
      Mesa, CA 92626

    


    16.
      No-Waivers. The written waiver by any party of any other party's breach
      of any provision of this Agreement shall not operate nor be construed as a
      waiver of any subsequent breach, and the written waiver by any party to exercise
      any right or remedy shall not operate nor be construed as a waiver or bar to
      the  exercise of such right or remedy upon the occurrence of any
      subsequent breach. All waivers under this Agreement must be in writing and
      signed by the parties

    hereto.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    17.
      Headings. Headings in this Agreement are for convenience only and shall
      not be used to interpret or construe its provisions.

    


    18.
      Governing Law. This Agreement shall be governed by the laws of the
      State of  Texas  (without regard to the laws that might be
      applicable under principles of conflicts of law) as to all matters, including,
      but not limited to, matters of validity, construction, effect and
      performance.

    


    19.
      Counterparts. This Agreement may be executed in two or more parts, each
      of which shall be deemed an original but all of which together shall be one
      and
      the same instrument.

    


    20.
      Facsimile Copy. A facsimile copy of this Agreement and any signatures
      affixed hereto shall be considered for all purposes as originals.

    


    21.Attorney
      in fact. Notwithstanding anything else contained in this agreement;
CLIENT shall authorize Rutgers to negotiate
      any and all negotiable instruments as their attorney in fact and at law with
      respect to the Loans only.  Further, Rutgers
      expressly has the limited authority to collect funds payable to
CLIENT or any of its agents or assigns and to negotiate same in
      Rutgers’s name.  Rutgers shall
      process all negotiable instruments payable to CLIENT or its
      affiliates, agents, representatives, officers, or otherwise and shall provide
      an
      accounting of same.  Rutgers shall, within 48 hours
      of receipt, forward to CLIENT all proceeds due to
CLIENT in accordance with the agreements between
      the
      parties.

    


    22.Business
      Purpose. Notwithstanding anything else contained in this Agreement; the
      parties expressly agree that this Agreement is for the use of the business
      and
      its employees.  Should CLIENT or any of its
      employees, owners, shareholders, stockholders, agents, or other authorized
      parties seek protection under the bankruptcy laws, the parties expressly agree
      that upon the payment of all fees and expenses contemplated herein,
Rutgers may forward all denoted monthly payments into the
      bankruptcy court and continue to operate CLIENT for a period
      not to exceed 180 days.  The parties determining that a fair market
      value for the services contemplated herein is denoted herein.  Any
      objection to such payments for the use of CLIENT is hereby
      waived to the extent permitted by law.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF the parties have executed this Agreement as of the day
      and year first above written.

     

    
      	
              Rutgers
                Investment Group, Inc.

            	 	
              Homeloanadvisors.com

            
	 	 	 
	 	 	 
	 	 	 
	
              By:

            	
              
                /s/
                  Jack Roubinek

              

            	 	
              By:

            	
              
                /s/
                  Jeff Pittman

              

            
	 	
              Jack
                Roubinek, CEO

            	 	 	
              Jeff
                Pittman, President

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              Rutgers
                Investment Group, Inc

            	 	 
	 	 	 
	 	 	 
	 	 	 
	
              By

            	
              
                /s/
                  William Handley

              

            	 	 
	 	
              William
                Handley, CFO