Prepared by MERRILL CORPORATION




Exhibit 10.7  


    AGREEMENT  


 BETWEEN  


 STARBRIDGE GLOBAL INC.

(Formerly Southland Financial Inc.)  


 AND  


 DAVID TURIK  





 

THIS AGREEMENT is made on the 21st day of March, 2001. 



BETWEEN:  




StarBridge Global Inc. (formerly Southland Financial Inc.)


2/25
Prospect Street 


Box
Hill Victoria 3128 


Australia



("the Company"); and 



David Turik


3
Araluen Place 


BAYVIEW
NSW 2104 


Australia 


("Turik");





WHEREBY IT IS AGREED as follows: 


	1.
	Turik
has made available two million (2,000,000) free trading shares of the Company's common stock ("Collateral Stock") as collateral for a loan from Tricorp Group Incorporated
("Tricorp") of 2250 Glades Road, Second Floor, Boca Raton, Florida 33431, United States of America for the amount of US$500,000.



	2.
	Turik
has agreed to make the above loan funds available for the use of the Company.



	3.
	In
consideration of the above the Company will issue to Turik three million (3,000,000) restricted shares of the Company's common stock (such issuance to be subject to all
applicable securities laws).



	4.
	The
following Agreements are attached by way of schedules to this Agreement:



	a.
	Collateral
Loan Agreement (Schedule 1)



	b.
	Promissory
Note (Schedule 2)



	c.
	Intermediary
Consulting Agreement (Schedule 3) 









	5.
	The
Company hereby assumes responsibility for Turik's obligations under each of the Agreements referred to in clause 4 above.



	6.
	The
Collateral Stock will immediately become the property of the Company when the three million restricted shares are conveyed to Turik, and will remain the property of the Company
when such shares are no longer held as collateral by Tricorp. 



    IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written. 



	

 	
 	
STARBRIDGE GLOBAL INC. (formerly Southland Financial Inc.)	
 	

 
	

 	
 	

Signature:	
 	

/s/ ROBERT TALBOT-STERN   	
 	

Date:	
 	

3/24/2001
	 	 	 	 	
	 	 	 	

	 	 	Name:	 	Robert Talbot-Stern, Director	 	 	 	 
	

 	
 	

Signature:	
 	

/s/ WILLIE LO   	
 	

Date:	
 	

5/1/2001
	 	 	 	 	
	 	 	 	

	 	 	Name:	 	Willie Lo, Director	 	 	 	 



1





 

	

 	
 	

Signature:	
 	

/s/ MAURICE FINK   	
 	

Date:	
 	

3/21/2001
	 	 	 	 	
	 	 	 	

	 	 	Name:	 	Maurice Fink, Director	 	 	 	 
	

 	
 	

Signature:	
 	

/s/ MARTIN DOUGHERTY   	
 	

Date:	
 	

5/1/2001
	 	 	 	 	
	 	 	 	

	 	 	Name:	 	Martin Dougherty, Director	 	 	 	 
	

 	
 	

Signature:	
 	

/s/ LARRY SMITH   	
 	

Date:	
 	

5/2/2001
	 	 	 	 	
	 	 	 	

	 	 	Name:	 	Larry Smith, Director	 	 	 	 
	

 	
 	

 	
 	

b.  DAVID TURIK	
 	

 	
 	

 
	

 	
 	

Signature:	
 	

/s/ DAVID TURIK   	
 	

Date:	
 	

5/1/2001
	 	 	 	 	
	 	 	 	





2






Schedule 1—Collateral Loan Agreement  


 COLLATERAL LOAN AGREEMENT

For Loan No. 000-STBR-TGI16  


This Collateral Loan Agreement (the "Agreement"), dated this 14th day of December, 2000, is entered into between David A. Turik, an individual, with an address at 25 Prospect
Street, Suite #2, Box Hill, Vic 3128, Australia, (the "BORROWER") and TRICORP GROUP INCORPORATED, a Delaware corporation (the "LENDER") represented by Charles J. Kerns, Sr., President, with a
principal address at 2250 Gtades Road Second Floor, Boca Raton, Florida 33431. 


    This
Agreement supplants In Its entirety any and all earlier Agreements between the parties. 


    In
consideration of the mutual covenants herein contained, and intending to be legally bound hereby, the parties agree as follows: 



1.  LOAN STRUCTURE  



	a.
	Subject
to the terms and conditions hereinafter set forth, the LENDER agrees to advance five hundred United States dollars ($500,000.00 USD) on two million (2,000,000) shares of
free trading Starbridge Global, Inc. stock, CUSIP #844450 with symbol STBR (the "STOCK").



	b.
	LENDER
will advance funds under the Loan to the BORROWER in two payments:



	1)
	The
first loan advance for fifty percent (50%) of the Loan amount will be made within five (5) business days of the later of the delivery of the STOCK (refer to DELIVERY
INSTRUCTIONS ATTACHMENT) into the LENDER'S account and the corollary documents, or execution of this Agreement; and



	2)
	The
second and final loan advance for the other fifty percent (50%) of the Loan amount will be made within five (5) business days of the date of the first payment. 









	c.
	The
BORROWER's obligation to repay the advance shall be evidenced by a promissory note in the form of Exhibit A attached hereto (the "NOTE"). The NOTE shall be executed by
BORROWER and delivered to the LENDER via courier upon notification by the LENDER that good funds are available to advance the Loan.



	d.
	To
secure its obligations under the Loan, BORROWER hereby grants LENDER a Security Interest in the STOCK. The STOCK shall be held by the LENDER for the duration of the Loan.



	e.
	LENDER
will issue a safekeeping receipt guaranteeing the return of the STOCK upon repayment of the credit line without any liens or encumbrances.



	f.
	The
credit line may be used to arbitrage cash; but, if so, an amount will be invested to insure the availability of funds to repay the credit line at all times.



	g.
	Return
of the STOCK is subject to repayment of the Loan Principal and accrued interest and is forfeited if there is an Event of Default as specified in the NOTE.



	h.
	In
addition to the share certificate(s), the BORROWER will deliver a "blank" stock power, one for each certificate, with medallion signature guarantee, a corporate resolution, and
requisite corollary documents to complete the transaction.



	i.
	All
parties understand and agree that should the STOCK Garry the 144 legend that it is subject to a Rule 144 restriction and legend as well as a "hold back" restriction under
a subscription agreement which is also legended on the share certificate(s). However, it has been represented that there are no other restrictions, whether legended or not, that apply to the STOCK.



	j.
	This
Agreement, the NOTE, and the other documents specified in this section constitute the "LOAN DOCUMENTS." 











2.  LOAN DISBURSEMENTS  



	a.
	The
Loan will be disbursed in two payments as discussed in "LOAN STRUCTURE #1b."



	b.
	All
loan proceeds shall be wired directly to the BORROWER based on wiring instructions provided by the BORROWER to the LENDER, without offset of any charges, expenses, commissions,
or other deductions, other than the agreed upon fees.



	c.
	Loan
proceeds shall be immediately available funds for the BORROWER.



	d.
	The
delivery of the NOTE to LENDER shall be a Condition Precedent to advancement of the funds by the LENDER.



	e.
	In
the event the LENDER does net make the Loan advance, the BORROWER's sole and exclusive remedy shall be to demand an immediate return of any Certificate(s), Stock Power(s) and the
NOTE. LENDER shall comply within five (5) business days. 




3.  PROMISSORY NOTE  



	a.
	The
STOCK pledged under this Agreement will be held as collateral as long as there is any principal or interest outstanding under the NOTE.



	b.
	Upon
satisfaction of all principal and interest under the NOTE, the LENDER will deliver any LOAN DOCUMENTS, other than the LENDER's copy of the Agreement, including any
Certificates, Stock Powers or other documents related to the STOCK to the BORROWER.



	c.
	The
LENDER shall give written notice of any Loan default to the BORROWER in accordance with this Agreement and then may sell, assign, hypothecate, or otherwise dispose of the STOCK
as provided in the NOTE.



	d.
	The
LENDER accepts no responsibility for the value obtained through the disposition of the STOCK under any lawful means; however, any value obtained in excess of the default amount,
including reasonable attorney's fees, and costs of disposing of such collateral, shall be returned to the Borrower.



	e.
	The
STOCK shall constitute the entire collateral used to procure the Loan, and the LENDER shall be limited to liquidation of the STOCK upon an Event of Default as defined in the
NOTE to the extent necessary to satisfy the default.



	f.
	The
LENDER shall have no other recourse to other assets, guarantees, or assignments of interest of the BORROWER, i.e., this Loan is "non-recourse" as to any assets of
the Borrower, other entity, or individual beyond the STOCK. 




4.  LOAN CLOSING  


    The Closing shall take place on the later of trio delivery of an executed Agreement or the receipt of the STOCK and all other forms in the account designated
by the LENDER. 


5.  USE OF STOCK  



	a.
	The
STOCK shall be used as collateral to establish a line of credit through the credit facility provider. The STOCK will not be otherwise encumbered in any other manner while on
deposit as collateral for Ibis Loan.



	b.
	While
the STOCK is on deposit, BORROWER shall retain all voting and dividend rights incident to its ownership, except for cash or stock dividends in excess of the Loan Amount.



	c.
	The
Stock shall remain on deposit in the LENDER's account at all times unless returned directly to the BORROWER under the Agreement, or to the LENDER due to an Event of Default as
defined in the Note. 









	d.
	The
credit line may be used to arbitrage cash, i.e. lease a multiple of the credit line; but, in all cases, sufficient cash shall be invested in a risk free manner to enable
repayment of the credit line to allow release of the STOCK at any time.



	e.
	The
LENDER warrants and represents that the STOCK will not be used in any manner other than as collateral; and, that it will not be subject to any other liens or encumbrance, other
than its use as collateral to establish the initial credit line; and, the LENDER accepts full and complete responsibility for return of the STOCK upon satisfaction of the Loan by the BORROWER. 




6.  BORROWER'S REPRESENTATIONS AND WARRANTIES  


    In order to induce the LENDER to advance funds against the NOTE, the BORROWER makes the following representations and warranties to the LENDER, which
representations and warranties shall be unaffected by any investigation heretofore or hereafter made by LENDER and shall survive the closing of the transactions contemplated hereby: 



	a.
	BORROWER
has all requisite power and authority to enter into this Agreement and the other LOAN DOCUMENTS, including, without limitation, the NOTE, and to carry out the transactions
contemplated hereby.



	b.
	BORROWER
warrants and represents that it is not now insolvent, bankrupt, or contemplating bankruptcy; or, that there are no bankruptcy or undisclosed material claims filed or
threatened against BORROWER, whether judged with or without merit by the BORROWER, or aware of other impediments to the sale or transfer of the STOCK.



	c.
	The
execution and delivery of this Agreement, the NOTE and the other LOAN DOCUMENTS and instruments to be executed and delivered by the BORROWER are not subject to any authorization
not herein contemplated, subject to recall, restriction on voting, use, or other limitations.



	d.
	The
Agreement constitutes, and when executed and delivered, the NOTE and other LOAN DOCUMENTS, will constitute valid binding agreements of the BORROWER, enforceable in accordance
with their respective terms, except such as may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally.



	e.
	Neither the execution and delivery of this Agreement, the NOTE or the other LOAN DOCUMENTS and Instruments to be executed and delivered by BORROWER pursuant hereto,
nor the consummation by BORROWER of the transactions contemplated hereby, will require any authorization, consent, approval, exemption or other action by, or notice to, any governmental entity except
as specifically provided herein.  



	f.
	BORROWER
has no material tax deficiencies, federal, state, foreign, county, local and other, which would or could affect the solvency, financial status of, or otherwise compromise
BORROWER in its ability to transfer the STOCK.



	g.
	To
the best of its knowledge, the information supplied by BORROWER to the LENDER (verbally and in writing) contained no untrue statement of material fact or omits or shall omit a
material fact, which would make such statements misleading. All statements and information contained in any certificate, instrument, schedule or document delivered by BORROWER shall be deemed
representations and warranties made by BORROWER. 




7.  CONDITIONS PREDEDENT TO LENDER'S OBLIGATIONS  


    The obligation of LENDER to consummate the transactions contemplated hereby is subject to the satisfaction of the following conditions (Any one or more of
which may be waived by LENDER): 



	a.
	BORROWER
will have performed all obligations and complied with all conditions required to be performed or complied with by BORROWER at or prior to the Closing. 









	b.
	The
representations and warranties of BORROWER made herein shall be true and correct in all material respects as of the Closing. 




If
any of the conditions contained in this paragraph shall not have been satisfied (or waived), then LENDER may cancel and terminate this Agreement. 




8.  AMENDMENT AND WAIVER  


    This Agreement may be amended, or the terms hereof waived, only in writing executed by the parties sought to be changed thereby. 


9.  NOTICES  


    All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered by hand or facsimile transmission or if
deposited with a recognized overnight delivery service (with receipt) addressed as follows: 



	

 	
 	

If to LENDER at:	
 	

2250 Glades Road Second Floor

Boca Raton, Florida 33431

ATT: Charles J. Kerns, Sr.
	

 	
 	

If to BORROWER at:	
 	

25 Prospect Street, Suite #2

Box Hill, Vic 3128

Australia

ATT: David A. Turik





or,
at such other address as may hereafter be designated by a party by notice given hereunder. 




10.  GOVERNING LAW  


    This Agreement shall be governed by the laws of the State of Delaware without regard to any provisions for conflicts of law. 


11.  BINDING EFFECT  


    This Agreement binds, and shall inure to the benefit of, the parties and their respective successors and assigns. 



12.  COUNTERPARTS AND FACSIMILE SIGNATURES  


    This Agreement may be signed in any number of counterparts, each of which shall be deemed an original but together one and the same document. The parties agree
that facsimile signatures shall be deemed an original. 


13.  ENTIRE AGREEMENT  


    This Agreement and the other LOAN DOCUMENTS constitute the entire agreement of the parties with respect to the subject matter hereto and supersedes any prior
or contemporaneous understandings or agreements. 


14.  TIME OF ESSENCE  


    Time is specifically declared to be of the essence in the performance by BORROWER and LENDER of their respective duties and responsibilities under this
Agreement. 


15.  ATTORNEYS' FEE  


    If any legal action is brought for the enforcement of any of the provisions in this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation, the prevailing party or parties shall 









be entitled to recover its or their actual attorneys' fees and other costs incurred in the action, and in addition to any other relief that may be granted by the court. 


    IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed this Agreement as of the day and year first
above written. 



	

By the LENDER:	
 	

Witness/Attest:
	TRICORP GROUP INCORPORATED	 	 	 	 
	

/s/ CHARLES J. KERNS, SR.   	
 	

 	
 	

/s/ GINGER GRISSOM   
	
	 	

	Charles J. Kerns, Sr., President	 	By:	 	Ginger Grissom
	 	 	 	 	

	

By the BORROWER:	
 	

Witness/Attest:
	

/s/ DAVID A. TURIK   	
 	

 	
 	

/s/ TONY AYRISTE   
	
	 	

	David A. Turik	 	By:	 	Tony Ayriste
	 	 	 	 	








(1)  Schedule 2—Promissory Note  


 EXHIBIT A  


 PROMISSORY NOTE  



	Principal Amount: $500,000.00 USD	 	Dated: December 14, 2000
	Maturity Date: December 14, 2001	 	Loan #: 000-STBR-TGI16





	SS#:	 	 
	 	 	






    For value received, David A. Turik, an individual, with an address at 25 Prospect Street, Suite #2, Box Hill, Vic 3128, Australia, (the "MAKER") promises to
pay TRICORP GROUP INCORPORATED, (together with all subsequent holders in due course) at principal address at 2250 Glades Road Second Floor, Boca Raton, Florida 33431 (the "HOLDER"), the principal sum
of five hundred thousand United States dollars ($500,000.00 USD) for the total of two million (2,000,000) shares of Starbridge Global, Inc. (symbol STBR) stock with interest from the date
hereof at the rate of nine point five zero percent (9.50% or .0950) simple interest per annum on the terms hereinafter set forth. 



    This
Promissory Note (the "NOTE") is issued under the terms of a Collateral Loan Agreement (the "AGREEMENT") dated as of December 14th, 2000 between MAKER and
HOLDER, or as amended from time to time by written agreement signed by both these parties, the terms of which are incorporated herein by reference. 


1.  PAYMENT TERMS  


    PRINCIPAL 



	a.
	The
loan period is for one (1) year.



	b.
	The
loan period can be extended with the approval of the HOLDER. 




    INTEREST 



	a.
	Interest
is due each month in arrears.



	b.
	Interest
is calculated by dividing the total interest for one year by 12. 




    All
amounts are stated and payable in United States Dollars. 


2.  NO DEDUCTION OR SET-OFF  



    The principal and interest shall be payable without set-off or deduction, unless specifically added by addendum to this NOTE, at the address of the
HOLDER set forth in the heading hereof, or at such other place as HOLDER may designate in writing. 


3.  PREPAYMENT  



	a.
	The
MAKER may prepay any and all principal at any time with no fees or penalties.



	b.
	If
loan is prepaid, all interest stops as of the date of prepayment. 




4.  EVENTS OF DEFAULT  


    The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder: 



	a.
	MAKER
shall have made an assignment for the benefit of creditors or composition with creditors; or is unable or admits in wiring its inability to pay its debts as they mature; or
any proceeding relating to MAKER under any bankruptcy, bankruptcy reorganization, arrangement, readjustment, readjustment or debt, receivership, dissolution liquidation law or statute of any
jurisdiction, whether now or hereafter in effect is commenced by or against MAKER; or 









	b.
	Any
representation or warranty made by MAKER in the AGREEMENT shall be false or misleading in material respect; or



	c.
	MAKER
shall breach or fail to take any actions required, obligated, or necessary to maintain or fulfill the AGREEMENT; or



	d.
	MAKER
shall fail to make a timely interest payment or principal repayment. "Timely" shall mean within ten (10) calendar days of when it was due. 




5.  ACCELERATION AND REMEDIES  


    Should any Event of Default occur hereunder, then HOLDER, at its option and without notice to MAKER, unless expressly required elsewhere, may declare
immediately due and payable the entire unpaid balance of principal and all other sums due by MAKER hereunder with interest accrued thereon at the Default Rate as set forth herein; and, payment thereof
may be enforced by liquidating the collateral. "Liquidation" shall mean the HOLDER may dispose of the Stock by any means to satisfy the MAKER's obligation. "Dispose of the Stock by any means"
includes: sale, assignment, hypothecation, transfer, or any other method. If HOLDER employs counsel to enforce this NOTE to ensure title and liquidation of the collateral, such cost shall be taken out
of any proceeds obtained in such liquidation. HOLDER, after deducting said interest, late fees, principal repayment amount, legal charges, other costs associated with the liquidation, or other costs
shall refund any excess monies to the MAKER. "Monies" shall be interpreted strictly as cash receipts realized by the HOLDER. The definition shall not include non-monetary benefits, credit
lines, or other benefits which the HOLDER may enjoy from deployment of such collateral. 


    Any
collateral held under the Collateral Loan Agreement may be sold, assigned, hypothecated, or otherwise disposed of upon the occurrence of an Event of Default to recover amounts
enumerated above. 


    The
HOLDER accepts no liability as to price, purchaser, or other considerations in the disposition of such collateral and the MAKER waives any right through arbitration or legal
remedy to seek to make HOLDER accountable for such. 


6.  NON-RECOURSE  


    The HOLDER acknowledges the sufficiency of the collateral, i.e., the Stock, as adequate end sufficient for the principal amount advanced to the MAKER and the
HOLDER is precluded and estopped from making any and all claims against the MAKER for other assets, guarantees, or actions against any individual, corporation or entity for recovery of any amounts
owed to the HOLDER, except in the fraudulent inducement, incomplete conveyance of the Stock such that the HOLDER, after an Event of Default, is unable to liquidate such Stock, or, material
misrepresentations and invalid warranties of the MAKER which caused the HOLDER to enter into the transaction. 


7.  CONSENT TO WAIVERS  


    MAKER and all endorsers, sureties, and guarantors consent to any and all extensions of time, renewals, waivers or modifications that may be granted by HOLDER
with respect to the payment or other provisions of this NOTE, and to release of the collateral or any part thereof, with or without substitution. 



8.  PARTIAL INVALIDITY  


    If any provision of this NOTE is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this NOTE shall remain in
full force and effect and shall be liberally construed in favor of HOLDER in order to effect the provision of this NOTE. 


    In
addition, in no event shall the rate of interest exceed the maximum rate of interest permitted to be charged by applicable law (including the choice of law rules) and any interest
paid in excess of the 









permitted rate shall be refunded to MAKER. Such refund shall be made by application of the excessive amount of interest paid against any sums outstanding and shall be applied in such order as HOLDER
may determine. If the excessive amount of interest paid exceeds the sums outstanding, the portion exceeding the said sums outstanding shall be refunded in cash by HOLDER. MAKER agrees, however, that
in determining whether or not any interest payable under this NOTE exceeds the highest rate permitted by law, any non-principal payment, including without limitation prepayment fees and
late charges, shall be deemed to the extent permitted by law to be an expense, fee, premium or penalty rather than interest. 



9.  WAIVER BY HOLDER  


    HOLDER shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and
signed by HOLDER, and then only to the extent specifically set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a
subsequent event. 


10.  GOVERNING LAW  


    This instrument shall be governed by and construed according to the laws of the State of Delaware. 



11.  PARTIES  


    Whenever used, the singular number shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders, and the word
"HOLDER" and "MAKER" shall be deemed to include the respective successors and assigns of HOLDER and MAKER. 


    IN WITNESS WHEREOF, MAKER has hereby executed this NOTE on the day and year first above written. 



	DAVID A. TURIK (MAKER)	 	Attest:
	

/s/ DAVID A. TURIK   	
 	

 	
 	

/s/ TONY AYRISTE   
	
	 	

	David A. Turik	 	By:	 	Tony Ayriste
	 	 	 	 	








(2) Schedule 3—Intermediary Consulting Agreement  


 INTERMEDIARY CONSULTING AGREEMENT  


    The purpose of this agreement is to formalize the relationship and responsibilities of David Turik ("DT") located at 25 Prospect St., Suite 2, Box Hill, Vic
3128, Australia, and New Millennium Financial Corp. ("NMFC"), located at 150 West 96th St., New York, NY 10025, for the purpose of providing and making a good faith and "best efforts"
attempt to identify a lender/buyer and assist in the negotiations of the funding arrangements for a loan against the shares of Starbridge Global ("STBR"), owned by DT. NMFC does not guarantee such
funding nor make a "firm commitment" of funding to DT. Whereas NMFC has developed direct and/or indirect relationships with potential buyers, sponsors, lenders, investors and/or their representatives,
and wishes to represent DT and agrees to use its "best efforts" on a non-exclusive basis, to perform the duties specified in this Agreement in locating an acceptable lender/buyer for the
above project. 


    DT
promises and irrevocably agrees to pay NMFC in good funds, United States Dollars by an irrevocable pay order via a Bank wire transfer, without protest, only upon closing and
initial funding, a successful efforts fee equal to ten percent (10%) of the total gross amount of the line of credit or committed amount, of any loan, stock loan, purchase price and/or credit facility
obtained from a financier, lender or buyer for DT's collateral. This successful efforts fee shall be due and payable for any and all transactions consummated with contacts and/or sources identified to
DT by NMFC and/or obtained, referred or arranged through a third party by NMFC on behalf of DT. DT agrees to execute all documents that are commercially reasonable and which do not violate any other
contract, agreement and/or laws to which DT is subject. DT agrees to submit along with the closing documents an appropriate irrevocable "Pay Order" to be supplied by NMFC, to cover the fees due NMFC
which will be paid at closing from the funding proceeds. This agreement shall authorize any such lender to pay NMFC from such funding proceeds. 



    DT
and or (persons) hereby holds harmless and indemnifies NMFC and its agents against all reasonable costs, expenses, claims, damages, judgments, including attorney fees and court,
costs, arising from litigation related to this transaction, other than litigation between DT and NMFC m which DT prevails. Regardless of the geographical location of any parties to this transaction,
it is expressly understood and agreed upon by the Company that any dispute arising out of the terms and conditions of this Agreement, or proceedings, shall be litigated in, New York City, at a
mutually agreed upon place and time. This agreement shall be deemed entered into in the State of New York and shall be construed to be in accordance with and, governed by the laws of such state. 



    DT
agrees that, in the event of a closing not being consummated for conditions reasonably beyond the control of NMFC, to hold NMFC legally and financially harmless for said failure.
DT reserves the right to accept or reject any purchase and/or loan at the sole discretion of the DT. If any portion of this Agreement is declared to be invalid by a tribunal having said jurisdiction,
such decision should not affect the remaining portion hereof, which shall remain in full force and effect. 


    This
Agreement contains the entire understanding and agreement between both parties with respect to the aforesaid consulting services, and supersedes and terminates any prior written
and/or oral agreements between both parties. This Agreement may be modified only by written modification, when signed by both parties and shall be binding upon both parties which shall include any
company, firm, partnership, corporation, employee, heir, successor, representative, association, group and/or assignee of which either party may be affiliated, now or in the future. This Agreement may
be executed in any number of counterparts with the same effect as if all parties hereto have signed the same document. All counterparts shall be construed together and shall constitute one agreement.
Having read the foregoing statement, I do hereby certify that I understand and agree to abide by and honor all the said terms and conditions of this Agreement as set forth. 










    PLEASE DATE AND SIGN YOUR NAME BELOW. RETAIN A COPY FOR YOURSELF AND RETURN THE SIGNED DOCUMENTS TO BEGIN PROCESSING. FACSIMILE SIGNATURE ACCEPTED AS
ORIGINAL.



	 	 	David A. Turik	 	 	 	New Millennium Financial Corp.
	

BY:	
 	

 	
 	

BY:	
 	

 
	 	 	
	 	 	 	

	

NAME:	
 	

 	
 	

NAME:	
 	

 
	 	 	
	 	 	 	

	

TITLE:	
 	

 	
 	

TITLE:	
 	

 
	 	 	
	 	 	 	

	

DATE:	
 	

 	
 	

DATE: