EMPLOYMENT
      AGREEMENT

    


    


    This
      Employment Agreement is made as of September 29, 2008 by and between City Loan,
      and its related businesses and affiliates (collectively the “Company”) and David
      Burke (the “Employee”)(collectively “the parties”). 

    


    The
      parties hereto agree as follows:

    


    1.
      Employment.
      Subject
      to the terms and conditions set forth in this Agreement, the Company agrees
      to
      employ the Employee, and the Employee accepts employment with the Company,
      upon
      the terms set forth in the Agreement.

    


    2.
      Term.
      Subject
      to earlier termination as hereafter provided, the Employee shall be employed
      hereunder for an original term commencing as of September 29, 2008 (the
“Effective Date”) and ending on September 30, 2009. The term of this employment
      may be renewed upon mutual agreement of the parties. 

    


    3.
      Capacity
      and Performance.    

    


    3.1
      Title;
      Reporting Relationship.
      During
      the term hereof, the Employee shall serve the Company in the position of Chief
      Financial Officer (“CFO”), reporting directly to the Chief Executive Officer
      (the “CEO”), or to such other person(s) as the CEO may choose to
      designate.

    


    3.2
      Performance.
      During
      the term hereof, the Employee shall be employed by the Company on a full-time
      basis and shall perform and discharge (faithfully, diligently and to the best
      of
      his ability) such duties and responsibilities on behalf of the Company as may
      be
      designated from time to time by the CEO. During the term hereof, the Employee
      shall devote his full efforts exclusively to the advancement of the business
      and
      interests of the Company and to the discharge of his duties and responsibilities
      hereunder. The Employee shall not engage in any other business activity except
      as otherwise approved in writing and in advance by the CEO.

    


    4.
      Compensation
      and Benefits.
      As
      compensation for all services performed by the Employee under this Agreement
      and
      subject to Section 5 hereof and performance of the Employee’s duties and of the
      obligations of the Employee to the Company, pursuant to this Agreement or
      otherwise, the Employee shall receive the following:

    


    4.1
      Base
      Salary.
      During
      the term hereof, the Company shall pay the Employee a base salary at the rate
      of
      $12,500 per month, less applicable withholdings and deductions in accordance
      with the usual payroll practices of the Company. Such base salary is hereafter
      referred to as the “Base Salary.” 

    


    4.2
      Signing
      Bonus.
      Upon
      the Employee’s execution of this Agreement, the Company will grant the Employee
      a signing bonus equal to one-half of one percent (.5%) of the outstanding shares
      at that time, vesting after 90 days of employment and subject to a standard
      lock-up and leak out agreement governing the sale of shares. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.3
      Cash
      Bonus.
      The
      Employee may be entitled to receive a Cash Bonus based upon the Company’s
      success in Fiscal Year 2009. The amount and the Employee’s entitlement to
      receive such Cash Bonus shall be based upon the metric set forth in the
      Management By Objective (“MBO”) plan provided to the Employee by the Company
      within 60 days of the beginning of the Employee’s term of
      employment.

    


    4.4
      Equity
      Bonus.
      The
      Employee may be entitled to additional equity ownership in the Company based
      upon the Employee’s performance with the Company. The Employee shall be eligible
      to earn up to an additional two percent (2%) of the outstanding shares at that
      time, vesting after 36 months of employment and subject to a standard lock-up
      and leak out agreement governing the sale of shares. The Employee’s entitlement
      to receive such Equity Bonus shall be based upon the metric set forth in the
      Management By Objective (“MBO”) plan provided to the Employee by the Company
      within 60 days of the beginning of the Employee’s term of
      employment.

    


    4.5
      Vacation.
      During
      the term hereof, the Employee shall be entitled to two
      (2)
      weeks of vacation per annum, to be taken at such times and intervals as shall
      be
      approved by the Company, and such approval will not be unreasonably withheld.
      The Employee may not accumulate or carry over from one calendar year to another
      any unused, accrued vacation time. In each year, Employee shall also be entitled
      to five (5) sick days, but no personal days. 

    


    4.6
      Other
      Benefits.
      During
      the term hereof and subject to any contribution generally required of Employees
      of the Company, the Employee shall be entitled to participate in all employee
      benefit plans and benefit policies from time to time adopted by the Company
      and
      in effect for all employees of the Company. Such participation shall be subject
      to (i) the terms of the applicable plan; (ii) generally applicable Company
      policies; and (iii) the discretion of the Company or any administrative or
      other
      committee provided for or contemplated by such plan. The Company may alter,
      modify, add to or delete its employee benefit plans at any time as the Company,
      in its sole judgment and discretion, determines to be appropriate.

    


    5.
      Termination
      of Employment.
      Notwithstanding the provisions of Section 2 hereof, the Employee’s employment
      hereunder shall terminate prior to the expiration of the term of this Agreement
      under the following circumstances:

    


    5.1
      Death.
      In the
      event of the Employee’s death during the term hereof, the Employee’s employment
      hereunder shall immediately and automatically terminate. In the event of the
      Employee’s death during the term hereof, the Company shall pay to the Employee’s
      designated beneficiary or, if no beneficiary has been designated by the
      Executive, to his estate: (i) any Base Salary earned but unpaid through the
      date
      of such death; and (ii) amounts legally required for accrued and unused
      vacation.

     

    
      
         

      

      
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    5.2
      By
      the
      Company.
      The
      Company may terminate the Employee’s employment hereunder for any reason, at any
      time, upon notice to the Employee. Upon the giving of notice of termination
      of
      the Employee’s employment, the Company shall have no further obligation or
      liability to the Employee relating to the Employee’s employment hereunder, or
      the termination thereof, other than for Base Salary earned but unpaid through
      the date of termination and additional Base Salary for accrued and unused
      vacation days. Without limiting the generality of the foregoing, the Company
      shall have no further obligation to make any payments to the Employee under
      this
      Agreement.

    


    5.3
      By
      Employee for any Reason.
      Employee
      may terminate his employment hereunder at any time upon notice to the Company.
      In the event of such termination, the Company shall pay the Employee (i) Base
      Salary earned but unpaid through the date of termination, and (ii) additional
      Base Salary for accrued and unused vacation days. 

    


    6.
      Effect
      of Termination.
      The
      provisions of this Section 6 shall apply in the event of termination due to
      the
      expiration of the term, pursuant to Section 5 or otherwise.

    


    6.1
      Payment
      in Full.
      Payment
      by the Company of any Base Salary or other amounts legally due to the Employee
      under the applicable termination provision of Section 5 shall constitute the
      entire obligation of the Company to the Employee. Acceptance by the Employee
      of
      performance by the Company shall constitute full settlement of any claim that
      the Employee might otherwise assert against the Company or any of its respective
      shareholders, directors, officers, employees or agents relating to such
      termination.

    


    6.2
      Survival
      of Certain Provisions.
      Provisions of this Agreement shall survive any termination if so provided herein
      or if necessary or desirable to accomplish the purposes of such provision,
      including, without limitation, the obligations of the Employee under Section
      7
      hereof. The Employee recognizes that, except as expressly provided herein,
      no
      compensation is earned after termination of employment.

    


    7.
      Confidential
      Information.

    


    7.1
      Confidentiality.
      The
      Employee acknowledges that the Company continually develops Confidential
      Information, that the Employee may develop Confidential Information for the
      Company and that the Employee may learn of Confidential Information during
      the
      course of employment. The Employee will protect the Confidential Information
      of
      the Company and shall never disclose to any Person (except as required by
      applicable law or for the proper performance of his duties and responsibilities
      to the Company) or use for his own benefit or gain or otherwise use in a manner
      adverse to the interests of the Company any Confidential Information obtained
      by
      the Employee incident to his employment or other association with the Company.
      The Employee understands that this restriction shall continue to apply after
      his
      employment terminates, regardless of the reason for such termination. The
      Employee further acknowledges that the unauthorized use or disclosure of
      Confidential Information may be highly prejudicial to the interests of Company
      and its Clients, an invasion of privacy, or an improper disclosure of trade
      secrets.

     

    
      
         

      

      
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    7.2
      Return
      of Documents.
      All
      documents, records, disks, tapes, and other media of every kind and description
      relating to the business, present or otherwise, of the Company and any copies,
      in whole or in part, thereof (the “Documents”), whether or not prepared by the
      Employee, shall be the sole and exclusive property of the Company. The Employee
      shall safeguard all Documents and shall surrender to the Company at the time
      his
      employment terminates, or at such earlier time or times as the Company may
      specify, all Documents then in the Employee’s possession or
      control.

    


    7.3
      Definitions.
      As used
      in this Agreement, the following terms have the following
      definitions:

    


    (a)
      Clients.
      “Clients” means any customer, person or entity for whom Company performs
      services, to which Company sells or licenses products, or from whom Company,
      Employee, or both obtain information.

    


    (b)
      Confidential
      Information.
      “Confidential Information” means proprietary techniques and confidential
      information that Company has or will develop, compile, or own, or that Company
      receives under conditions of confidentiality. Confidential Information includes
      not only information disclosed by Company (including its employees, agents,
      and
      independent contractors) or its Clients to Employee in the course of employment,
      but also information developed or learned by Employee during the course of
      employment with the Company. Confidential Information is to be broadly defined
      and includes (i) all information that has or could have commercial value or
      other utility in the business in which Company or Clients are engaged or in
      which they contemplate engaging and (ii) all information that, if disclosed
      without authorization, could be detrimental to the interest of Company or
      Clients, whether or not such information is identified as Confidential
      Information by Company or Clients. By example and without limitation,
      Confidential Information includes all information on teaching techniques,
      processes, formulas, trade secrets, improvements, specifications, data,
      know-how, formats, marketing plans, business plans, strategies, forecasts,
      unpublished financial information, budgets, projections, and customer and
      supplier identities, characteristics, and agreements.

    


    (c)
      Person.
      “Person” means an individual, a corporation, an association, a partnership, a
      limited liability company, an estate, a trust and any other entity or
      organization.

     

    
      
         

      

      
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    8.
       Noncompetition.

    


    8.1.
      Noncompetition
      During Employment.
      Except
      with the express written consent of the Board, Employee will not, during the
      period of employment with the Company, (i) engage in any employment or activity
      other than for the Company in any business in which the Company is engaged
      or
      contemplates engaging, (ii) induce any other employee or consultant of the
      Company to engage in any such employment or activity, or (iii) solicit any
      Clients or potential Clients of the Company for services similar to those
      performed by the Company, even if not directly competitive with such
      services.

    


    8.2.
      Noncompetition
      After Termination Of Employment.
      For a
      period of one year immediately after termination of Employee’s employment with
      the Company, Employee will not interfere with Company’s business by soliciting
      an employee to leave Company’s employ, by inducing a consultant to sever the
      consultant’s relationship with the Company, or by soliciting business from any
      of the Company’s Clients.

    


    9. Enforcement
      of Covenants.
      The
      Employee acknowledges that he has carefully read and considered all the terms
      and conditions of this Agreement, including, without limitation, the restraints
      imposed upon him pursuant to Sections 7 and 8 hereof and he has been advised
      by
      counsel of his choice regarding his rights and obligation hereunder. The
      Employee agrees that said restraints are necessary for the reasonable and proper
      protection of the Company’s Confidential Trade Secret Information and that each
      and every one of the restraints is reasonable in respect to subject matter,
      length of time and geographic area. The Employee further acknowledges that,
      were
      he to breach any of the covenants or agreements contained in Sections 7 and
      8
      hereof, the damage to the Company could be irreparable. The Employee therefore
      agrees that the Company, in addition to any other remedies available to it,
      shall be entitled to preliminary and permanent injunctive relief against any
      breach or threatened breach by the Employee of any of said covenants or
      agreements. The parties further agree that, in the event that any provision
      of
      Sections 7 and 8 hereof shall be determined by any court of competent
      jurisdiction or an arbitrator to be unenforceable for any reason, such provision
      shall be deemed to be modified to permit its enforcement to the maximum extent
      permitted by law.

    


    10.  Conflicting
      Agreements.
      The
      Employee hereby represents and warrants that his execution of this Agreement
      and
      the performance of his obligations hereunder will not breach or be in conflict
      with any other written agreement to which or by which the Employee is a party
      or
      is bound and that the Employee is not now subject to any written covenants
      against competition, solicitation, or similar restrictive covenants that would
      affect or limit the performance of his obligations hereunder. The Employee
      further agrees that he will not disclose to or use on behalf of the Company
      any
      proprietary information of a third party without such party’s written
      consent.

     

    
      
         

      

      
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    11.
       Assignment.
      The
      Company may assign this Agreement or any interest herein, without the consent
      of
      Employee and without providing additional consideration to the Employee, in
      the
      event that the Company shall hereafter affect reorganization, consolidation
      with, merger into, or be acquired by any other Person, in which event such
      other
      Person shall be deemed the “Company” hereunder for all purposes. This Agreement
      shall inure to the benefit of and be binding upon the Company and the Employee,
      and their respective successors, executors, administrators, heirs and permitted
      assigns.

    


    12. Severability.
      If any
      portion or provision of this Agreement shall to any extent be declared void,
      illegal, or unenforceable by a court of competent jurisdiction, then the
      application of such provision in such circumstances shall be deemed modified
      to
      permit its enforcement to the maximum extent permitted by law, and both the
      application of such portion or provision in circumstances other than those
      as to
      which it is so declared illegal or unenforceable and the remainder of this
      Agreement shall not be affected thereby, and each portion and provision of
      this
      Agreement shall be valid and enforceable to the fullest extent permitted by
      law.

    


    13. Waiver;
      Amendment.
      No
      waiver of any provision hereof shall be effective unless made in writing and
      signed by the waiving party. The failure of either party to require the
      performance of any term or obligation of this Agreement, or the waiver by either
      party of any breach of this Agreement, shall not prevent any subsequent
      enforcement of such term or obligation or be deemed a waiver of any subsequent
      breach. This Agreement may be amended or modified only by a written instrument
      signed by the Employee and the Company.

    


    14 Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the terms and conditions of the Employee’s employment and, except as otherwise
      provided herein, supersedes all prior communications, agreements and
      understandings, written or oral, with the Company or predecessors with respect
      to the terms and conditions of the Employee’s employment.

    


    15. Headings.
      The
      headings and captions in this Agreement are for convenience only and in no
      way
      define or describe the scope or content of any provision of this
      Agreement.

    


    16. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original and all of which together shall constitute one and the same
      instrument.

    


    17. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the domestic
      substantive laws of The State of California without giving effect to any choice
      or conflict of laws provision or rule that would cause the application of the
      domestic substantive laws of any other jurisdiction.

     

    
      
         

      

      
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    18. Confidentiality.
      Except
      as required by law, the Employee will not discuss or disclose to any other
      Employee of the Company or to any other Person (other than family members,
      his
      attorneys, accountants, or tax preparers) the terms of this Employment
      Agreement.

     

    


    IN
      WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly
      authorized representative, and by the Employee, as of the date first above
      written.

    


    


    CITY
      LOAN


    


    /s/
      William R. Atkinson

    By:
      William R. Atkinson, 

    Title:
      CEO

    


     

    DAVID
      BURKE

    


    /s/
      David Burke

    


    
      
         

      

      
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