nreconsultingagreement.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              CONSULTING AGREEMENT

              This CONSULTING
      AGREEMENT (this "Agreement") is made on August 1, 2008, by and
      between CS Financing
      Corporation, a Delaware Corporation with its principal place of
      business at 21 Tamal Vista Blvd. Suite #230 in Corte Madera California
      94925 (the “Client”) and The National Research Exchange,
      Inc. ("NRE"), a Delaware
      Corporation with its principal place of business at 111 West 67th
      Street, New York, New York, 10023.

              WHEREAS, Client is a
      mezzanine real estate lender who raises capital through the sale of
      publicly registered notes and which capital is then lend to mezzanine real
      estate development projects, and where the interest spread between these
      activities generates the revenue to manage and grow the
      business.

              WHEREAS, Client is a
      privately owned company that seeks consulting advice to re-structure and
      re-capitalize its business (“Services”): principally to – (1) structure,
      market and price additional equity capital in the most advantageous manner
      to Client and its existing shareholders; (2) to assist Client in finding a
      “statutory”  underwriter (as required under FINRA rule 2720) for
      its publicly issued notes to permit regulatory approval by FINRA for the
      distribution of the publicly issued notes as well as possible use Clients’
      broker-dealer in the distribution;  (3) to develop and implement
      marketing plans for the sale of the publicly registered
      notes;  (4) to develop and implement a business organization
      plan for Client’s business functions and staff (including possible
      acquisitions of staff and systems) which business units might include –
      management, capital raising through publicly issued notes, and mezzanine
      loan origination, underwriting, and administration activities; and (5) to
      assist Client in finding appropriate legal counsel to assist Client in its
      recapitalization and re-structuring and determining the best ways to
      accomplish the business goals within the context of the regulatory
      environment in the securities and financial areas. the .

              WHEREAS, NRE is skilled
      and experienced in the performance of such Services and related activities
      and desires to perform such Services for Client under the terms and
      conditions set forth herein,

              NOW THEREFORE, for good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties agree as follows

              1. Services. Client hereby
      engages NRE, and NRE hereby agrees to be engaged by Client, to perform the
      Services on the terms and conditions set forth in this Agreement. NRE is
      free to perform work on behalf of entities other than Client that do not
      offer goods and services competitive with Client, but shall devote
      sufficient time to the performance of the Services under this Agreement as
      shall be reasonably necessary to effectively perform those Services and
      protect the interests of Client.

              1.1.  NRE
      shall provide the Services to Client  through the persons of
      David Weild and Edward Kim, and such other persons as NRE and the Client
      may agree upon.

              2.
      Term. This
      Agreement shall remain in full force and effect for a term of four (4)
      months commencing on August 1, 2008 and ending on November 30,
      2008.

              2.1.
      Renewal.  The Agreement shall be automatically renewed on a
      month-by-month basis after the termination date of this Agreement and
      either party may terminate the Agreement upon 30 day prior written notice
      to the other party.

              3. Price and Payment
      Terms.

              3.1.
      Client shall pay NRE a monthly fee of $35,000 (“Monthly
      Fee”).  Payment shall be made in advance for the month for which
      the fee is paid, with the exception of the first month which shall be paid
      upon execution of this Agreement.

              3,2,.
      The Monthly fee shall not include any travel-related
      expenses.  Client shall be responsible for all travel-related
      expenses (including, but not limited to, coach airfare and standard
      business-class hotel accommodations) incurred by NRE during performance of
      the Services; provided that Client has approved such
      expenses.  NRE shall keep accurate records of all such expenses,
      and Client shall have the right upon reasonable notice, to audit at any
      time up to one (1) year after payment of its final invoice, the
      travel-related expenses incurred in connection with the
      Services.

              3.2.1.   Client
      has pre-approved a monthly travel allowance of $5,000.  NRE
      shall provide Client with all travel related expense records as required
      under section 3.2 above.

              3.3.  Travel-related
      expenses approved by Client shall be paid within 45 days of the submission
      of such travel-related expenses to Client by NRE.

              3.4.
      If Client disputes in good faith any invoice rendered or amount paid,
      Client shall notify NRE, and the parties will use their best efforts to
      resolve the disputed expenditures. The time for paying the portion of the
      invoice in dispute shall be extended until the dispute is
      resolved.

              4.
      Payment of Taxes.
      Beginning on the date of this Agreement, NRE shall be responsible for
      payment of all taxes arising from NRE’s engagement under this Agreement
      and all compensation paid to NRE, or any of NRE’s employees, by Client
      under this Agreement, including federal, state and local income taxes and
      applicable Social Security (FICA) and/or self-employment taxes. NRE agrees
      to indemnify and hold harmless Client for all expenses and costs,
      including attorneys’ fees, incurred as a result of NRE’s non-payment of
      taxes.

              5.
      Termination.

              5.1.
      Client and NRE shall not have the right to terminate this Agreement prior
      to the expiration of the Term of this Agreement except for cause as
      described in section 5.2 below.

              5.2.
      If either party is in default of its obligations under this Agreement and
      the default continues for ten (10) days after written notice is sent by
      the party not in default, the non-defaulting party may, in addition to all
      other rights and remedies provided by law or this Agreement, terminate
      this Agreement.

              5.3.
      The following provisions shall survive any expiration or termination of
      this Agreement: Sections 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12.

              6.
      Status of Parties.
      NRE, and all employees or independent contractors of NRE, shall be, and at
      all times during this Agreement shall remain, an independent contractor in
      relation to Client. NRE shall not represent himself as an employee,
      partner or joint venturer of Client. NRE has no authority whatsoever to
      bind Client, nor shall NRE represent that it has any such authority,
      express, implied or otherwise. NRE agrees that it shall not negotiate or
      enter into any oral or written contract, agreement or arrangement on
      behalf of, or in the name of, Client. NRE shall perform the Services under
      the general direction of Client as to the result of such activity, but NRE
      shall determine, in NRE's sole discretion, the manner and means by which
      the Services are accomplished, subject to the express condition that NRE
      shall at all times comply with applicable laws. Client expressly
      acknowledges that it has no right or authority to control or supervise the
      manner or means by which the Services are accomplished except that Client
      may provide specifications, descriptions, time schedules, and goals for
      projects and exercise the right to evaluate NRE’s work product provided
      under this Agreement. Employees or independent contractors of NRE
      performing work under this Agreement shall not have any rights to any of
      Client's employee fringe benefits, including, but not limited to, worker's
      compensation benefits, and in no event is any contract of agency or
      employment intended.

              7. Warranties. NRE warrants
      that the Services will be performed with care, skill and diligence in
      accordance with the applicable professional standards currently recognized
      by such profession, and shall be of high professional quality, technically
      accurate and complete, and in strict accordance with the requirements of
      this Agreement. NRE further warrants that it shall comply with all
      applicable federal, state and local laws, ordinances, codes and
      regulations in performing its Services.  Client warrants that it
      will provide all necessary access to Client management by NRE to the
      extent required by NRE to fulfill the requirements of this
      Agreement.  Client further warrants that all information that
      Client provides to NRE about the Client and the Client’s historical and
      projected business shall be accurate to the best of the Client’s knowledge
      (except as may be otherwise noted by Client).

              8. Intellectual Property.
      Except as otherwise provided herein, NRE shall immediately call to the
      attention of Client, and shall, on demand at any time during or after the
      term of this Agreement, absolutely and without reservation, assign,
      transfer and set over to Client all right, title and interest of NRE in
      and to any final work product or process which may directly or indirectly
      be utilized in connection herewith, which NRE may discover, make, invent,
      conceive, develop or design, solely or jointly with others, during
      performance of this Agreement, or which was directly or indirectly
      discovered, made, invented, conceived, developed or designed on the basis
      of an idea or ideas of NRE, conceived, developed or designed on Client's
      time or at the expense of Client. NRE covenants and agrees to sign any
      papers and do all rightful acts or things necessary or appropriate to
      secure for Client, or its successors or assigns, any and all rights, title
      and interest relating to such product, improvement or process, including
      patents and copyrights in the United States and foreign countries. Except
      as otherwise provided herein, NRE agrees that any work performed hereunder
      shall be considered a "Work for Hire," and that for purposes of Title 17,
      U.S. Code, Section 201(b), Client owns all rights comprised in any
      copyright obtained by NRE that is directly related to the Services
      performed hereunder during the specified Term of this
      agreement.

              9. Confidentiality.

              9.1
      Proprietary information (herein called "Proprietary Information") shall,
      for purposes of this Agreement, be deemed to be all such information,
      material and data which NRE or its employees, agents or representatives
      knows or reasonably should know is customarily treated as such within the
      industry of Client, and solely by way of illustration and not in
      limitation shall include the following: customer or client lists, business
      methodologies and operations, drawings, designs, concepts, architecture
      and circuitry, specifications, software programs, routines, subroutines,
      concepts, ideas and formulas, production plans, designs, layouts,
      schedules, drawings, sales, cost and price analyses, evaluations,
      formulae, lists and marketing analyses, plans and data. Any Proprietary
      Information concerning Client which is disclosed to or obtained by the NRE
      incident to the performance of this Agreement shall remain the property of
      Client and is disclosed or obtained in strict confidence. NRE shall not
      use (other than in the performance of Services for Client) or disclose to
      others during or subsequent to the performance of this Agreement the
      Proprietary Information, unless in each instance NRE secures the prior
      written consent of Client. NRE shall take every such action with its
      employees and agents to effectuate the intent of this provision and the
      confidentiality obligation imposed by this Agreement.

              9.2  In
      addition to any other rights or remedies available, both parties shall be
      entitled to enforcement of the obligations in this Section 9 by court
      injunction. Both parties shall disclose information learned in the course
      of work performed pursuant to this Agreement only to such of its employees
      or independent contractors, if any, who have a need to know and to obtain
      access thereto for the purposes described in this Agreement and who are
      bound by a written agreement to maintain the confidentiality of any such
      information learned in the course of work performed pursuant to a Work
      Order in a manner consistent with this Agreement.

              10.
      Indemnification.
      In addition to the indemnification of third party Intellectual Property
      claims which are addressed in Section
      8 of this Agreement, NRE shall defend, indemnify and hold harmless
      Client, its officers, directors, partners, employees, agents or other
      representatives from any claims, liabilities, losses, damages, costs,
      expenses (including, without limitation, attorney's fees), arising out of
      or resulting from any act or omission of NRE, its employees, agents or
      subcontractors in connection with this Agreement or any engagement letter
      between Client and NRE.

              11. Arbitration. Any
      dispute, disagreement, claim or controversy between the parties arising
      out of or relating to this Agreement which cannot be settled by mutual
      agreement shall be resolved by binding arbitration, according to the
      Commercial Arbitration Rules of the American Arbitration Association,
      before a panel of three arbitrators. One of the arbitrators will be
      selected by each party, and the third arbitrator will be selected by the
      two party-appointed arbitrators. Any such arbitration will be held in the
      New York metropolitan area. The parties will share the costs of the
      arbitration equally subject to final apportionment by the arbitrators. The
      arbitrators will apply the law of the State of New York to govern the
      interpretation of this Agreement. The decision of the arbitrators will be
      final and conclusive on Client and NRE. Judgment upon an award rendered by
      the arbitrators may be entered in any court of competent
      jurisdiction.

              12. Miscellaneous.

              12.1
      All prior or contemporaneous agreements, contracts, proposals, promises,
      and representations, if any, between the parties or their representatives
      with respect to the subject matter hereof are superseded by, and merged
      into, this Agreement, and this Agreement constitutes the entire
      understanding between the parties with respect to the subject matter of
      this Agreement.

              12.2
      No waiver or modification of the terms hereof shall be valid unless in
      writing signed by the party to be charged and then only to the extent
      therein set forth. This Agreement may only be amended or modified by a
      written agreement or instrument signed by the parties hereto. Neither the
      course of dealings between the parties nor trade usage shall act to modify
      the terms of this Agreement.  No waiver of any breach of this
      Agreement and no course of dealing between the parties will be construed
      as a waiver of any subsequent breach of this Agreement.

              12.3
      If any material provision of this Agreement is determined by any court of
      competent jurisdiction or caused by Federal or state action to be wholly
      or partially unenforceable, for any reason, this Agreement shall
      terminate, notwithstanding any other provisions of this
      Agreement.  If a non-material provisions of this Agreement is
      determined by any court of competent jurisdiction or caused by Federal or
      state action to be wholly or partially unenforceable, for any reason, such
      unenforceability shall not affect the balance hereof; provided further
      that  in lieu of such invalid or unenforceable provision, there
      shall be added automatically as a part of this Agreement a provision as
      similar in terms to such illegal, invalid or unenforceable provision as
      may be possible and be legal, valid and enforceable.

              12.4
      This Agreement shall not be assignable by either party without the prior
      written consent of the other party. This Agreement shall be binding upon
      the parties hereto, together with their respective representatives, heirs,
      successors and permitted assigns.

              12.5
      Except for any announcement intended solely for internal distribution or
      any disclosure required by legal, accounting or regulatory requirements
      beyond the reasonable control of the parties, all media releases, public
      announcements or public disclosure for general distribution (including,
      but not limited to, promotional or marketing material) by either party or
      by their employees or agents, relating to this Agreement or its subject
      matter, other than general statements that a contractual relationship
      exists between the parties, will be coordinated with and approved in
      writing by the other party prior to its release.

              12.6
      This Agreement shall be construed, interpreted, and enforced in accordance
      with the laws of the State of New York.

              IN WITNESS WHEREOF, the
      parties have caused this Agreement to be executed by their duly authorized
      representatives who personally warrant their authority to so act as of the
      date first above written.

              Client:

              By:  ____/s/ Timothy Redpath_________________

                        Timothy
      Redpath, Chief Executive Officer

              Date:  ___September 11,
      2008__________________

               

              NRE:

              By:
      ____/s/ David
      Weild_______________________

                            David
      Weild IV

              Date:
      ___September 10,
      2008____________________