Exhibit
10.18


PROFESSIONAL
SERVICES AGREEMENT











THIS
AGREEMENT is made this first day of January, 2009 (“Effective Date”) by and
between Ministry Partners Investment Company, LLC, (“MPIC”) and Evangelical
Christian Credit Union, a state-chartered credit union, (“ECCU”) with reference
to the following:





Recitals





A.         MPIC
was organized as a credit union service organization (CUSO) and provides
liquidity financing and mortgage origination financing solutions to credit
unions, through the sale of securities and debt instruments to both individuals
and institutional investors in an effort to provide mortgage loans to the
Evangelical Christian community for the acquisition and improvement of
properties and facilities of churches, Christian schools and educational
institutions, ministries, and church-related organizations.





B.         MPIC
has requested that ECCU provide certain administrative services to
MPIC.  MPIC will retain responsibility for managing and operating its
mortgage financing, business operations, and CUSO services.





NOW
THEREFORE, in consideration of the mutual covenants, terms, and conditions and
other good and valuable consideration set forth below, the parties agree as
follows:





1.         Term of
Agreement.  Unless sooner
terminated as provided in Section 8 below, the term of this Agreement shall
commence upon the Effective Date and shall end on December 31,
2009.  This Agreement shall be automatically renewed for one-year
periods unless either party provides written notice to the other party at least
three months prior to Expiration Date or the termination date of any renewal
term thereafter.





2.         Responsibilities
of ECCU.  ECCU will provide
administrative services as listed on the attached Exhibit “A”, as may be
replaced or supplemented from time to time by ECCU or at the request of
MPIC.  If additions or deletions are made to Exhibit “A” during the
term of this Agreement, or during any subsequent term renewals, ECCU and MPIC
shall memorialize such changes on an amended Exhibit “A”, and both parties shall
forthwith sign and date such revised Exhibit “A” and then attach it to this
Agreement.  ECCU reserves the right to adjust the amounts on Exhibit
“A” with respect to such additions and deletions during the term
hereof.  In addition to the services identified in Exhibit A hereto,
ECCU agrees to provide access toMPIC for one data recovedry seat at its offsite
disaster recovery provider.





3.         Responsibilities
of MPIC.  MPIC shall pay
ECCU for such services in the manner described in Section 4 below and at such
amounts described on the attached Exhibit “A”.





4.         Payment
for Services.





a.
            Services
      Rendered.  During the
      term of this Agreement, MPIC agrees to deliver payment for such services
      or authorize the release of such funds to pay for services rendered by
      ECCU under this Agreement within ten (10) days of invoice
      date.  Any unpaid balance will be subject to a periodic charge
      of one percent per calendar month until paid in full.  ECCU
      reserves the right to terminate this Agreement at any time if full payment
      is not made when due.  Should MPIC require additional
      administrative services from ECCU that are not included in this Agreement,
      the fee for any such additional services shall be negotiated and paid
      separately.





b.
            Fee
      Adjustment.  The fees
      for services provided by ECCU are subject to adjustment by ECCU based upon
      changes in local, state, and federal laws, changes in insurance
      requirements or costs, or changes in costs incurred by ECCU in providing
      such services under this Agreement.  ECCU agrees to provide MPIC
      with at least a thirty (30) day advance notice of a fee
      adjustment.  Within thirty (30) days of the effectiveness of a
      fee increase, MPIC shall be entitled to terminate this Agreement upon
      written notice to ECCU, such termination to be effective thirty (30) days
      from the date of such termination
notice.





c.
            Change
      in Scope of Services.  If during
      the term of this Agreement, MPIC’s need for administrative services
      hereunder is increased or reduced by a significant change in the scope of
      MPIC’s business or operations, as a result of dispositions or otherwise,
      MPIC may request, and ECCU may provide, an appropriate change in the level
      of services provided hereunder and such parties shall in good faith
      redetermine the fee payable for such services for the remainder of the
      term of this Agreement on the basis of the change in level of such
      administrative services.





5.         Other
Expenses.  From time to
time, ECCU may incur other expenses on behalf of MPIC, such as telephone costs,
etc.  ECCU shall itemize its costs incurred on MPIC’s behalf and
submit reasonable documentation for expenditures.  Purchases and such
expenditures incurred by ECCU on behalf of MPIC shall be billed to MPIC at
ECCU’s cost with no markup.  MPIC shall reimburse ECCU in the manner
described in Section 4 above.  ECCU shall receive no rebates,
commissions, or credits for purchase, expenditures, or arrangements made with an
outside vendor for MPIC by ECCU and billed by the vendor directly to MPIC or a
party designated by MPIC without MPIC’s express acknowledgement and
consent.





6.         Confidentiality.  MPIC and ECCU
agree to maintain as strictly confidential all records, data, information, and
documents each may receive or access concerning the other’s business and
affairs and the other’s customers and members (collectively “Confidential
Information”) in strict confidence and shall not disclose the other’s
Confidential Information to third parties except (a) as necessary in performing
its duties hereunder, or (b) pursuant to a request issued by a court or
governmental agency or regulatory authority or required to be disclosed under
applicable law, provided that prior written notice of such obligation is
provided to the other party and an opportunity to oppose such disclosure or
obtain a protective order is furnished to the other party, or (c) with the
advance consent of the party owning the Confidential
Information.  Confidential Information shall include, but not be
limited to, notebooks, books, memoranda, records, journals, lists, reports,
files, correspondence, management information, reviews, analysis, research,
business plans, budgets, profit and loss statements, whether in paper form,
electronic form or copies thereof.  The obligations under this Section
6 shall not apply to information that (a) is in or enters the public domain
without breach of this Agreement, or (b) a party receives from a third party
without restriction on disclosure and without breach of a non-disclosure
obligation, or (c) which the party, not claiming prior ownership, develops
independently and can prove same with written evidence.  This
Confidentiality provision shall survive termination of this
Agreement.





7.         Relationship
of Parties.  It is the
parties’ intent that ECCU shall act solely as an independent
contractor.  Nothing in this Agreement shall be construed to create a
partnership, joint venture, or principal agency relationship between ECCU and
MPIC.





8.         Termination.  In addition to
termination in accordance with Section 4.b above, this Agreement may be
terminated as follows:





a.
            By
      MPIC and ECCU mutually agreeing to terminate this Agreement prior to
      expiration of the term.





b.
            At
      the nondefaulting party’s option, upon a default as defined in Section 9
      below by the nondefaulting party giving written notice to the defaulting
      party specifying the default.  Upon receipt of such notice, the
      defaulting party shall have thirty (30) days to cure or begin in good
      faith to cure the default and if the default is cured, or good faith
      efforts are begun to cure the default, then this Agreement shall continue
      as if no notice was sent; otherwise, the termination date shall be thirty
      (30) days from the date the defaulting party receives notice from the
      nondefaulting party of termination due to a
  default.





Except
where termination is the result of a default by MPIC, in which case MPIC shall
be liable for all amounts owing by it under this Agreement through the
expiration of the term, any amounts payable to ECCU hereunder shall be prorated
through the termination date of this Agreement.


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9.
            Default.





a.
            Termination
      by Either Party.  Subject to
      Section 8, either party may at any time immediately terminate this
      Agreement in the event of a material breach by the other party of the
      Agreement.  The term “material breach”, as used herein,
      includes, but is not limited to, the following: (1) failure to comply with
      any federal, state, or local law, (2) failure to comply fully with a
      directive or order from a governmental agency or insurance carrier, (3)
      breach of any material warranty or representation made herein, or (4) the
      failure to comply with the terms and obligations under this
      Agreement.





b.
            Termination
      by ECCU.  This
      Agreement may also be terminated at any time by ECCU in the event of any
      federal, state, or local legislation, regulatory action, insurance carrier
      action, law enforcement, or judicial decision, which, in the sole
      discretion of ECCU, adversely affects its interest under this
      Agreement.





c.
            Termination
      for Non-Payment.  If MPIC
      fails to pay any amount due under this Agreement in full when due, or
      fails to pay any other fees or amounts due hereunder in full, ECCU may
      terminate this Agreement by providing written notice pursuant to Section 8
      above.





d.
            Effect
      of Termination.  Termination
      of this Agreement shall not affect the continuation of any outstanding
      obligation or liability incurred by either party during the term of this
      Agreement, including payment to
ECCU.





10.         Limited
Liability and Indemnity.  With regard to
the services to be performed by ECCU, neither ECCU nor its employees or agents
shall be liable to MPIC, or to anyone who may claim any right due to his/her
relationship with MPIC, for any acts or omissions in the performance of said
services except when said acts or omissions are due to willful misconduct or
gross negligence of ECCU or its employees or agents.  MPIC shall
indemnify, defend and hold ECCU, its employees and agents free and harmless from
any obligations, costs, claims, judgments, attorneys’ fees and all other damages
and expenses (but not lost profits, consequential damages, goodwill, business
interruption, or loss of business) arising from (a) the services performed
pursuant to this Agreement or in any way connected with said services performed
by MPIC, or (b) the actions of any vendor or contractor engaged by MPIC under
this Agreement, or (c) MPIC’s breach of any provision of this Agreement, except
when same results from willful misconduct of ECCU and ECCU is adjudged guilty of
willful misconduct by a competent court or arbitrator having jurisdiction over
the matter.  This Limited Liability and Indemnity provision shall
survive termination of this Agreement.





11.         Notices.  All notices and
other communications hereunder shall be in writing.  Notices shall be
deemed duly given, when delivered personally or five (5) days after being sent
through the U.S. Postal Service, postage paid, first-class.  If sent
through any reputable one-day, two-day, or three-day courier, such as Federal
Express or DHL, fees prepaid, delivery shall be at the time
confirmed.  Notices shall be sent to the addresses of the parties set
forth next to their respective signatures hereto, or to such other addresses as
may be specified from time to time by notice in writing to the other parties
hereto.





12.         Further
Assurances.  The parties agree
to execute and deliver such further documents and instruments and do such
further acts and things as may reasonably be necessary to carry out the purposes
and intent of this Agreement.





13.         Duties on
Termination.  In the event of
termination of this Agreement as provided herein, each party agrees to deliver
promptly to the other party all notebooks, documents, memoranda, reports, files,
correspondence and other property belonging to the other party relating to its
business which are in the party’s possession or under its control.





14.         Intellectual
Property.  Any and all
inventions, discoveries, improvements, copyrightable works and creations
(hereafter referred to as “Intellectual Property”) which MPIC has previously,
solely or jointly, conceived or made or may conceive or make during the period
of this Agreement shall be the sole and exclusive property of
MPIC.  MPIC shall have sole and exclusive responsibility for
protecting its rights to such Intellectual Property and to all of its other
assets, and ECCU shall have no responsibility with regard to
same.


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15.         Books and
Records.  Each party hereto
shall keep full and adequate books of account and records reflecting all
transactions and matters covered by this Agreement, in accordance with its
normal accounting practices and principles.  The books of account and
all other records relating to or reflecting transactions or matters covered by
this Agreement maintained by one party shall be made available to the other
party and its accountants and other representatives at all reasonable times for
inspection and copying, and each party shall cooperate fully with the other in
explaining any calculations or charges under this Agreement.





16.         Entire
Agreement of the Parties/Modifications.  This Agreement
contains all of the covenants and agreements between the parties with respect to
the rendering of such services in any manner whatsoever.  Each party
to this Agreement acknowledges that no representations, inducements, promises,
or agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other
agreement, statement, or promise not contained in this Agreement or which
modifies or amends this Agreement will be effective unless it is in writing
signed by the party to be charged.





17.         Waiver.  Any party’s
failure to enforce any provision of this Agreement shall not in any way be
construed as a waiver of any such provisions or prevent that party thereafter
from enforcing such provision or any other provision of this
Agreement.





18.         Severable
Provisions.  If any portion of
this Agreement shall be held invalid or inoperative, then so far as reasonable
and possible the remainder of this Agreement shall be considered valid and
operative and effect shall be given to the intent manifested by the portion held
invalid or inoperative.  The parties authorize any modifications
necessary to those provisions, or portions of provisions, held invalid or
inoperative so that effect can be given to the parties’ intent.





19.         Governing
Law.  This Agreement
shall, in all respects, be governed by and construed in accordance with the
internal laws of the State of California without regard to the conflict of law
principles thereof.





20.         Assignment.  This Agreement
and the respective rights and obligations hereunder may not be assigned by
either party hereto without the express written consent of the other party,
expect for an assignment by ECCU or MPIC to any successor to all or a
substantial portion of the business of ECCU or MPIC.  This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors, legal representatives and permitted
assigns.





21.         References.  All references
made to this Agreement are intended and shall be deemed to mean this Agreement,
inclusive of and together with all other agreements, documents, schedules and
exhibits appended hereto, all of which are deemed hereby to be fully
incorporated herein by reference.





22.         Attorneys’
Fees.  Should an action
be commenced by either party to interpret or enforce the terms of this Agreement
or to collect any amounts owning under this Agreement, the prevailing party in
such action shall be entitled to receive its reasonable attorneys’ fees and
costs, in addition to such other relief that may be granted.





IN WITNESS WHEREOF, the parties have
executed this Agreement on the date set forth above.








“ECCU”
                “MPIC”Evangelical
      Christian Credit Union
                Ministry
      Partners Investment Company, LLC955
      West Imperial Highway
                915
      West Imperial Highway, Suite 120Brea,
      California  92821
                Brea,
      California  92821By:________________________________
                By:_________________________________Brian
      D. Scharkey
                Billy
      M. DodsonChief
      Financial Officer
                President


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