Exhibit 10.3


SUB-SERVICING FEE AGREEMENT


This SUB-SERVICING FEE AGREEMENT (“Agreement”)
is made as of September 22, 2006, by and between CMR Mortgage
Fund II, LLC, a California limited liability company (“CMR Fund
II”) and California Mortgage and Realty, Inc.,
a Delaware corporation (“CMR”).


R E C I T A L S


A.            CMR
Fund II has originated and funded a certain loan (the “Loan”) and pursuant to a
Mortgage Loan Purchase and Sale Agreement (the “Purchase Agreement”),
dated as of September 22, 2006, by and between CMR Fund II and ING USA Annuity
and Life Insurance Company, an Iowa corporation (“ING”), CMR Fund II has
sold the Loan and all of CMR Fund II’s interests under the promissory note
evidencing the Loan (the “Note”) and all other documents, security agreements,
instruments, certificates, and other agreements executed in contemplation of
the Loan or that secure, further evidence, or describe the Loan (hereinafter,
the “Security Documents”) to ING.


B.            Pursuant
to Section 7 of the Purchase Agreement, ING agreed to appoint Newmark Realty
Capital, Inc. a California corporation (“Newmark”) to service the Loan
and to cause Newmark to retain CMR as sub-servicer of the Loan, and CMR Fund II
agreed to pay all required sub-servicing fees to CMR.


C.            Article
V of the Sub-Servicing Agreement, dated as of Septmber 19, 2006, between
Newmark and CMR (the “Sub-Servicing Agreement”) provides that CMR agrees
to seek and accept any sub-servicing compensation relating to the Loan from CMR
Fund II, out of the proceeds of any contingent payment of loan proceeds payable
to CMR on behalf of CMR Fund II pursuant to the Purchase Agreement.


A G R E E M E N T


Therefore, in consideration of the premises,
mutual covenants, and other good and valuable consideration provided for in
this Agreement, the sufficiency of which is hereby acknowledged, the parties
agree as follows:


1.                     As
compensation for CMR’s sub-servicing services under the Sub-Servicing
Agreement, CMR Fund II shall pay CMR a monthly sub-servicing fee (“Fee”)
equal to two percent (2%) per annum (i.e., one-sixth (1/6) of one percent
(0.16666%) monthly) of the total unpaid principal balance of the Loan, payable
only as Contingent Payments are received by CMR Fund II under the Purchase
Agreement.


2.                     CMR
shall be required to pay all expenses, if any, incurred by it in connection
with its servicing activities under the Sub-Servicing Agreement and shall be
entitled to reimbursement therefore, if any, as specifically provided for under
the Sub-Servicing Agreement.

















 


3.                     This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and
the same instrument.


4.                     This
Agreement shall be governed by, construed and enforceable in accordance with
the laws of the State of California.


5.                     This
Agreement shall inure to the benefit of parties and their successors and
assigns.


In Witness Whereof, the undersigned parties have executed and delivered
this Agreement as of the date first set forth above.


	
  CMR Fund II:

  	
   

  	
  CMR Mortgage Fund II, LLC,

  	
   

  	
   

  
	
   

  	
   

  	
  a California limited liability company

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  California Mortgage and Realty, Inc.,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Craig Raymond

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Craig Raymond, Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CMR:

  	
   

  	
  California Mortgage and Realty, Inc.,

  	
   

  	
   

  
	
   

  	
   

  	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Craig Raymond

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Craig Raymond, Senior Vice President