Unassociated Document


    THE
      RESOLUTION GROUP, INC.

    
      


      Exhibit
        10.1

      


      December
        12, 2007

       

      Mr.
        James
D.
        Burchetta

      DEBT
        RESOLVE, INC.

      707
        Westchester Avenue, Suite 409

      White
        Plains, NY 10604

      


      RE:
        The Resolution Group, Inc. (“TRG”) - Debt Resolve
        Agreement.

       

      Dear
        Jim:

       

      This
        will
        set forth our agreements reached between The Resolution Group, Inc. (“TRG”) and
        Debt Resolve, Inc. (“Debt Resolve”). As
        discussed, the principals of TRG have long-standing relationships at the
        executive level and represent numerous creditors within the healthcare, mortgage
        and banking industries. TRG is willing to provide Debt Resolve with its contacts
        and creditors and, in addition, TRG is willing to loan to Debt Resolve funds
        in
        the amount of $500,000 - $4,500,000 by way of preferred first priority notes
        with 30% warrant coverage at 5% above then market value, bearing interest
        at 12%
        per annum (with no monthly payments) and all due and payable 18 months after
        date of said notes, which notes shall be secured by a first UCC Filing and
        may
        be immediately assigned to an accredited investor who is subject to approval
        by
        Debt Resolve, which approval shall not be unreasonably withheld, in accordance
        with the terms as set forth herein. 

       

      In
        order
        to meet our clients’ expectations, it is imperative that the relationship
        between Debt Resolve and TRG be quickly formalized. This will serve as an
        outline of the basic points agreed upon, as follows:

       

      
        	1.  	
                TRG
                  and Debt Resolve shall enter into a Finders’ Fee Agreement providing a
                  Finders’ Fee to TRG equal to 12.5% of gross Introduced Customer Revenues
                  generated by clients referred to Debt
                  Resolve.

              


      

       

      
        	2.  	
                TRG
                  shall enter into an exclusive relationship with Debt Resolve whereby
                  TRG
                  will introduce accounts from TRG’s creditor base for integration by Debt
                  Resolve into Debt Resolve’s patented methods for collections. It is
                  currently anticipated that Wachovia Bank will be one of the creditors
                  introduced to Debt Resolve. Debt Resolve will use its reasonable
                  best
                  efforts at its sole cost and expense to timely provide any clients
                  introduced with appropriate WebEx and other presentations and to
                  integrate
                  the Debt Resolve collection system into the clients’ data
                  base.

              


      

      
         

        

          17461
            Derian Avenue, Suite 108,

          Irvine,
            CA 92614

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	3.  	
                TRG
                  has developed and intends to implement proprietary business methods
                  in the
                  home loan work-out/note modification sector. This may include establishing
                  a call-center (and may upon mutual agreement include integrating
                  the First
                  Performance Corporation personnel of Debt Resolve in Las Vegas)
                  capable of
                  telephone soliciting of leads from TRG creditor contacts for a
                  fee payable
                  upon successful work-out of delinquent loans. All overhead and
                  expenses
                  and all net revenues of such endeavor will be borne and shared
                  equally by
                  TRG and Debt Resolve, except expenses for First Performance shall
                  be borne
                  by Debt Resolve. 

              


      

       

      
        	4.  	
                It
                  is further agreed that:

              


      

      


      
        	a.  	
                TRG
                  shall become a fully authorized agent
                  of
                  Debt Resolve, operating and headquartered on the West Coast, to
                  offer Debt
                  Resolve’s product and services.

              


      

      


      
        	b.  	
                In
                  addition to its finders’ fee of 12.5%
                  of gross Introduced Customer Revenues, TRG
                  is hereby granted
                  a
                  total of Nine Hundred Thousand (900,000) common units of Debt Resolve,
                  Inc., a Delaware corporation, upon execution of this letter by
                  Debt
                  Resolve, as follows: (i) Four Hundred Thousand (400,000) common
                  units of
                  Debt Resolve, which vests upon and shall be cancelled and returned
                  to Debt
                  Resolve unles TRG funds by Wednesday, December 20, 2007 the initial
                  $500,000 note (or more); (ii) Two
                  Hundred Fifty Thousand (250,000) shares of Debt Resolve, which
                  vests upon
                  and shall
                  be cancelled and returned to Debt Resolve unless TRG loans an additional
                  $1.5 Million within 45 days after the date hereof (total of $2M
                  or more)
                  on the same terms as the initial Note; and (iii) Two
                  Hundred Fifty Thousand (250,000) shares of Debt Resolve, which
                  vests upon
                  loans at a minimum of $1M (for a total minimum of $3M) and maximum
                  of
                  $2.5M (for a total maximum of $4.5M),
                  within 180 days after the date hereof, and shall be cancelled and
                  returned
                  to Debt Resolve unless TRG (a) delivers to Debt Resolve contracts
                  with
                  three (3) hospitals within 180 days after the date hereof and (b)
                  has
                  delivered to Debt Resolve an aggregate portfolio of debt of Fifty
                  Million
                  Dollars ($50,000,000) of face value debt within 360 days after
                  the date
                  hereof.

              


      

      


      
        	c.  	
                Upon
                  TRG funding the notes with any of TRG’s financing sources, TRG will be
                  paid, concurrently with funding the note, as follows: (i) for the
                  initial
                  $500,000, TRG shall be paid no fees and (ii) TRG shall be paid
                  5% of all
                  monies thereafter funded by way of net funding the 95% balance
                  to Debt
                  Resolve.

              


      

      


      
        	d.  	
                In
                  the event TRG and Debt Resolve at a later date mutually agree to
                  enter
                  into joint development and deployment of other proprietary businesses
                  which are currently not being actively pursued by Debt Resolve
                  such as,
                  but not limited to, originating of new real estate or consumer
                  loans, and
                  data based marketing of Debt Resolve’s services, TRG shall be entitled to
                  50% of net Revenues (less expenses and overhead) from such other
                  profit
                  centers mutually agreed to be
                  implemented.

              


      

      


      Debt
        Resolve represents and warrants that the terms and provisions of this agreement
        have been fully authorized and approved by the Board of Directors of Debt
        Resolve.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        
           

          In
            addition, TRG intends to provide introductions and secure contracts for
            Debt
            Resolve with major hospitals including: 

        

      

      


      
        	· 
                 	
                Medical
                  Capital

              


      

      
        	· 
                 	
                Hoag
                  Memorial (Webex requested at your
                  convenience)

              


      

      
        	· 
                 	
                UC
                  Irvine Medical Center

              


      

      
        	· 
                 	
                Baptist
                  Health in South Florida

              


      

      
        	· 
                 	
                Cedar
                  Sanai in Beverly Hills

              


      

      
        	· 
                 	
                The
                  Memorial Care Hospitals include the
                  following:

              


      

      
        	· 
                 	
                Anaheim
                  Memorial

              


      

      
        	· 
                 	
                Long
                  Beach Memorial/ Wendy Kekel CFO (Webex requested
                  at your convenience)

              


      

      
        	· 
                 	
                Orange
                  Coast Memorial

              


      

      
        	· 
                 	
                Saddleback
                  Memorial (2 hospitals, Laguna Hills and San
                  Clemente).

              


      

      
        


        We
          look
          forward to working with you in this regard. 

      

      


      This
        agreement amends, supersedes and replaces any prior oral or written agreements
        with respect to the subject matter hereof, specifically the letter agreement
        between the parties hereto dated December 7, 2007.

      


      Please
        sign and return an original copy of this letter, which will evidence your
        agreement to the foregoing.

      


      


      Very
        truly yours,

      


      


      /s/
        H.
        Vaughn Hapeman               

      H.
        VAUGHN
        HAPEMAN,

      Founder

      


      AGREED
        AND ACCEPTED 

      THIS
        12th
        DAY OF
        DECEMBER, 2007

      


      


      DEBT
        RESOLVE, INC.

      


      By:
        /s/
        James D. Burchetta             

      JAMES
        D.
        BURCHETTA, CEO

       

      
        
          
          

        

        
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