reslendingfacilityletter.htm


                                        

                                                                                                                            
Exhibit 10.16


    Timothy R
Redpath

    Chief
Executive Officer

    CS
Financing Corporation

    21 Tamal
Vista Blvd., Suite 230

    Corte
Madera, CA 94925

    


    February 26, 2008

    


    Dear
Tim:

    


    Real
Equity Solutions, Inc. (“RES”) has just closed its first secured loan on the
property at 28 Eagle Rock Rd, Mill Valley, CA in Marin county.  As we
has discussed, this loan is an interest-only 12 month loan (with a borrower
option to extend for an additional 6 months upon payment of certain
points).  The principal balance due upon the expiration of the 12
months (or 18 months, if 6 month extension is elected) is
$575,000.00.  The loan is secured by a 2nd deed of
trust on the property (subordinated to the primary lender, IndyMac Bank
FSB).

    


    As we had
discussed, CS Financing Corporation (“CSF”) will provide a lending facility to
RES for loans RES makes, but only for those transactions CSF has approved, in
its sole discretion.  The interest rate for the loan facility will be
15% per annum.  Upon the request of RES, interest payments may be
deferred for up to 180 days in the discretion of CSF.  Repayment of
loan principal will be due upon payment of principal of the underlying real
estate loan made by RES.  Under this lending facility, for the above
Eagle Rock loan, CSF has lent RES $478,000.00 as of today (February 26, 2008),
which per RES instructions was wired to the escrow account for the Eagle Rock
loan at Old Republic Title Company.  Interest shall commence to accrue
as of February 26, 2008 under this lending facility, as a result of the loan for
$478,000 for the Eagle Rock loan.  A Lending Facility Note, signed by
RES, is attached.

    


    RES
understands that CSF has expressed an interest in possibly purchasing these
loans for its investment portfolio of real estate projects.   RES
and CSF will discuss these possible investment purchases within the next 30-90
days.  RES acknowledges that CSF is under no commitment, and has not
agreed, to purchase any of the loans made under this lending facility or any
other loans made by RES.

    


    If this
is acceptable to you, please sign below.

    


    Sincerely,

    Real
Equity Solutions, Inc.

    


    By:           ___/s/ Ted
Ammiro________________________

    Ted Ammiro

    President

    


    Accepted
by CS Financing Corporation:

    February
26, 2008

    


    


    By:           ___/s/ Timothy
Redpath______________________

    Timothy Redpath

    CEO

    Lending
Facility Note

    


    


    


    February
26,
2008                                                                                                $
(see Exhibit A)

    


    


    Real
Equity Solutions, Inc. (“RES”) promises to pay to CS Financing Corporation
(“Lender”) the total of all the moneys advanced to RES by CSF (“Advances”), as
listed in Exhibit A, under the lending facility described in the RES letter to
CSF dated February 28, 2008 (“Lending Facility Letter”) with interest at the
rate of fifteen percent (15%) per annum to be accrued daily on a simple interest
basis.  Interest, shall be payable to CSF or its assignee, at 21 Tamal
Vista Blvd., Suite 230, Corte Madera, CA 94925 or such other place designated by
CSF (or its assignee).  Interest shall be due and payable on the first
business day of each calendar month.  Payment of interest for a
specific lending transaction may be deferred, upon the request of RES and upon
the approval of CSF, which approval is in CSF’s sole discretion, for 180
calendar days after the date on which the money is advanced to RES by CSF for
such specific transaction.  Upon expiration of the interest deferral
period, all of the deferred interest shall be due and payable.

    


     RES
may repay principal to CSF at any time.  Any payments to CSF will be
applied in the following priority: (1) first, to any fees; (2) second, to any
accrued and unpaid interest; and (3) third, to outstanding
principal.

    


    This
Lending Facility Note (and Exhibits)(“Note”) and the Lending Facility Letter
shall constitute the entire agreement between the parties and supersedes all
prior discussions, agreements and understandings of every kind and nature
between them as to such subject matter; and neither party will be bound nor
liable to the other party for any representation, promise or inducement made by
any agent or person in the other’s employ that is not embodied in the Note and
the Lending Facility Letter.  This Note shall be governed by
California law.

    


    


    Real
Equity Solutions, Inc.

    


    


    By:           _______/s/ Ted
Ammiro_____________________

    Ted Ammiro

    President


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Exhibit
A

    


    to
the

    


    Lending
Facility Note,

    


    dated
February 26, 2008

    


    


    


    


    Cumulative

    Lending
Transaction                                                      Date                      Amount                      Balance

    


    1.           28
Eagle Rock
Rd                                                      Feb
26,
2008                                $478,000                      $478,000