June  23,  2004

PERSONAL  AND  CONFIDENTIAL
---------------------------

Capital  Resource  Funding,  Inc.
17115  Kenton  Drive
Suite  202-A
Cornelius,  North  Carolina  28031
Attn:  David  R.  Koran
President

Dear  David:

This  letter  agreement  ("Agreement")  confirms the terms and conditions of the
exclusive engagement of Greentree Financial Group, Inc. ("Greentree") by Capital
Resource  Funding,  Inc.  (the  "Company")  to render certain financial advisory
services to the Company in connection with the Company's strategic and financial
alternatives  in  the  United  States  capital  markets.

1.   Services.  Greentree  agrees  to  perform  the  following  services:
     --------

(a)  Assist  with  the  preparation  of  SEC  Registration  Statement Form SB-2;

(b)  Assist  with  the  preparation  of  Board  Resolution  authorizing  the
     transactions;

(c)  Assist  with  preparing  the  company  in  corporate  housekeeping;

(d)  Assist  with  the  preparation  of share exchange agreement with a publicly
     traded  company;

(e)  Edgarization  of  the  SB-2  with  the  Securities and Exchange Commission;

(f)  Assist  with  the  preparation of a newly created class of preferred stock.

2.   Fees.  The  Company  agrees  to  pay  Greentree  for  its  services  with a
     ----
financial  advisory  fee  ("Advisory  Fee")  of  $48,835  cash,  in  addition to
interest,  and 490,000 shares of free-trading common stock during the Term based
on  the  Company's  proposed  issued and outstanding common shares of 10,000,000
payable  as  follows:  A payment of $10,000 cash shall be made upon signing this
agreement.  The  final payment of $40,000 cash (which includes $38,835 principal
and  $1,165 in interest at 6% per annum) and 490,000 common shares shall be made
within  6  months. All of the above common shares will be registered in the Form
SB-2  above.

3.   Term.  The  term  of this Agreement shall commence on June 23, 2004 and end
     ----
on  the  date  of SB-2 submission to the SEC (the "Term"). This Agreement may be
renewed  upon mutual written agreement of the parties hereto with the additional
services  and  fees to be mutually agreed upon. This agreement may be terminated
by  the  Company  with 45 days prior written notice to Greentree. If the Company
terminates this Agreement prior to the expiration of the Term, the Company shall
pay  to Greentree all reasonable expenses incurred, in accordance with Paragraph
5  hereof.  Any  obligation  pursuant  to  this  Paragraph  3,  and  pursuant to
Paragraphs  2, 4, 5, 6 and 8 hereof, shall survive the termination or expiration
of  this  Agreement.

4.   Expenses.  The  Company  agrees  to  reimburse  Greentree  for  all  of its
     --------
reasonable  out-of-pocket  fees,  expenses and costs (including, but not limited
to,  legal, accounting, travel, accommodations, telephone, computer, courier and
supplies)  in  connection  with  the  performance  of  its  services  under this
Agreement,  upon  prior written approval. All such fees, expenses and costs will
be billed at any time by Greentree and are payable by the Company when invoiced.
Upon  expiration  of  the  Agreement  any unreimbursed fees and expenses will be
immediately  due  and  payable.

5.   Indemnification.  In  addition  to the payment of fees and reimbursement of
     ---------------
fees  and expenses provided for above, the Company agrees to indemnify Greentree
and  its affiliates with regard to the matters contemplated herein, as set forth
in  Exhibit  A,  attached hereto, which is incorporated by reference as if fully
set  forth  herein.


<PAGE>

6.   Matters  Relating  to  Engagement.  The Company acknowledges that Greentree
     ---------------------------------
has  been  retained  solely to provide the services set forth in this Agreement.
In  rendering  such  services, Greentree shall act as an independent contractor,
and  any  duties  of  Greentree arising out of its engagement hereunder shall be
owed solely to the Company.  The Company further acknowledges that Greentree may
perform  certain  of  the  services  described herein through one or more of its
affiliates.

     The  Company  acknowledges  that  Greentree  is  a  consulting firm that is
engaged  in providing financial advisory services.  The Company acknowledges and
agrees that in connection with the performance of Greentree's services hereunder
(or  any other services) that neither Greentree nor any of its employees will be
providing  the  Company with legal, tax or accounting advice or guidance (and no
advice  or guidance provided by Greentree or its employees to the Company should
be  construed  as such) and that neither Greentree nor its employees hold itself
or  themselves  out  to  be  advisors as to legal, tax, accounting or regulatory
matters  in any jurisdiction. The Company shall consult with its own legal, tax,
accounting  and  other  advisors  concerning  all matters and advice rendered by
Greentree to the Company and the Company shall be responsible for making its own
independent  investigation  and appraisal of the risks, benefits and suitability
of  the  advice  and  guidance  given  by  Greentree  to  the  Company  and  the
transactions contemplated by this Agreement. Neither Greentree nor its employees
shall  have  any  responsibility  or  liability whatsoever to the Company or its
affiliates  with  respect  thereto.

     The  Company recognizes and confirms that in performing its duties pursuant
to  this  Agreement,  Greentree will be using and relying on data, material, and
other  information  (the  "Information")  furnished  by the Company, a Strategic
Partner  or  their  respective  employees  and representatives. The Company will
cooperate  with  Greentree  and  will  furnish  Greentree  with  all Information
concerning  the  Company and any Transaction, Alternate Transaction or Financing
which  Greentree deems appropriate and will provide Greentree with access to the
Company's  officers,  directors,  employees,  independent  accountants and legal
counsel  for  the purpose of performing Greentree's obligations pursuant to this
Agreement.  The  Company  hereby  agrees  and  represents  that  all Information
furnished to Greentree pursuant to this Agreement shall be accurate and complete
in  all  material  respects  at  the time provided, and that, if the Information
becomes  materially  inaccurate,  incomplete  or  misleading  during the term of
Greentree's engagement hereunder, the Company shall promptly advise Greentree in
writing.  Accordingly,  Greentree assumes no responsibility for the accuracy and
completeness  of  the  Information. In rendering its services, Greentree will be
using  and  relying  upon  the  Information  without  independent  verification
evaluation  thereof.

7.   Governing  Law.  This  Agreement  shall  be  governed  by  and construed in
     --------------
accordance  with the laws of the State of Florida without regard to the conflict
of  laws  provisions  thereof.


<PAGE>

8.   No  Brokers.  The  Company  represents and warrants to Greentree that there
     -----------
are  no  brokers,  representatives  or  other  persons which have an interest in
compensation  due  to  Greentree  from  any  services  contemplated  herein.

9.   Authorization.  The  Company  and Greentree represent and warrant that each
     -------------
has  all  requisite  power  and  authority, and all necessary authorizations, to
enter  into  and  carry  out  the terms and provisions of this Agreement and the
execution,  delivery  and  performance  of  this  Agreement  does  not breach or
conflict  with  any  agreement, document or instrument to which it is a party or
bound.

10.  Miscellaneous.  This  Agreement  constitutes  the  entire understanding and
     -------------
agreement  between  the Company and Greentree with respect to the subject matter
hereof  and supersedes all prior understanding or agreements between the parties
with  respect  thereto,  whether  oral  or  written,  express  or  implied.  Any
amendments  or  modifications must be executed in writing by both parties.  This
Agreement and all rights, liabilities and obligations hereunder shall be binding
upon  and  insure  to  the  benefit  of  each  party's successors but may not be
assigned  without  the  prior  written  approval  of  the  other  party.  If any
provision  of  this  Agreement shall be held or made invalid by a statute, rule,
regulation, decision of a tribunal or otherwise, the remainder of this Agreement
shall  not  be  affected  thereby  and,  to  this extent, the provisions of this
Agreement  shall  be  deemed to be severable.  This Agreement may be executed in
any  number  of  counterparts, each of which, shall be deemed to be an original,
but  such  counterparts  shall,  together,  constitute only one instrument.  The
descriptive  headings  of  the  Paragraphs  of  this  Agreement are inserted for
convenience  only,  do  not  constitute  a  part of this Agreement and shall not
affect  in  anyway  the  meaning  or  interpretation  of  this  Agreement.

     Please  confirm  that  the  foregoing correctly sets forth our agreement by
signing  below  in  the space provided and returning this Agreement to Greentree
for  execution,  which shall constitute a binding agreement as of the date first
above  written.

     Thank  you.  We  look  forward  to  a  mutually  rewarding  relationship.



GREENTREE  FINANCIAL  GROUP,  INC.



By:    /s/  Michael  J.  Bongiovanni
       -----------------------------
Name:  Michael  J.  Bongiovanni,  CPA
Title: President  and  Chief  Executive  Officer


AGREED  TO  AND  ACCEPTED
AS  OF  JUNE  23,  2004:

CAPITAL  RESOURCE  FUNDING,  INC.



By:    /s/  David  R.  Koran
       ---------------------
Name:  David  R.  Koran
Title: President

<PAGE>

        17111 Kenton Drive Suite 204-B - Cornelius, North Carolina 28031
                       (704) 892-TREE * (704) 892-6487 fax

            555 South Powerline Road - Pompano Beach, Florida 33069
                       (954) 975-9601 * (954) 979-6695 fax

              www.gtfinancial.com * mikebongiovanni@gtfinancial.com
              -------------------   -------------------------------


                           EXHIBIT A: INDEMNIFICATION


     The  Company  agrees  to  indemnify  Greentree,  its  employees, directors,
officers,  agents,  affiliates,  and each person, if any, who controls it within
the  meaning  of  either  Section  20  of the Securities Exchange Act of 1934 or
Section  15 of the Securities Act of 1933 (each such person, including Greentree
is  referred  to  as  "Indemnified  Party") from and against any losses, claims,
damages and liabilities, joint or several (including all legal or other expenses
reasonably  incurred  by an Indemnified Party in connection with the preparation
for or defense of any threatened or pending claim, action or proceeding, whether
or not resulting in any liability) ("Damages"), to which such Indemnified Party,
in  connection  with  providing  its  services  or arising out of its engagement
hereunder,  may  become  subject  under  any  applicable Federal or state law or
otherwise,  including  but  not  limited  to  liability or loss (i) caused by or
arising  out of an untrue statement or an alleged untrue statement of a material
fact or omission or alleged omission to state a material fact necessary in order
to  make a statement not misleading in light of the circumstances under which it
was  made,  (ii) caused by or arising out of any act or failure to act, or (iii)
arising  out of Greentree's engagement or the rendering by any Indemnified Party
of  its  services under this Agreement; provided, however, that the Company will
not  be liable to the Indemnified Party hereunder to the extent that any Damages
are  found  in  a  final  non-appealable  judgment  by  a  court  of  competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the  Indemnified  Party  seeking  indemnification  hereunder.

     These  indemnification  provisions  shall  be  in addition to any liability
which  the  Company  may  otherwise  have  to  any  Indemnified  Party.

     If  for  any  reason, other than a final non-appealable judgment finding an
Indemnified  Party  liable  for  Damages  for  its  gross  negligence or willful
misconduct  the  foregoing  indemnity  is unavailable to an Indemnified Party or
insufficient  to  hold  an  Indemnified  Party  harmless, then the Company shall
contribute  to the amount paid or payable by an Indemnified Party as a result of
such  Damages  in  such  proportion  as  is  appropriate to reflect not only the
relative  benefits  received by the Company and its shareholders on the one hand
and  the  Indemnified  Party  on  the  other, but also the relative fault of the
Company  and  the  Indemnified  Party  as  well  as  any  relevant  equitable
considerations.

     Promptly  after  receipt by the Indemnified Party of notice of any claim or
of  the  commencement of any action in respect of which indemnity may be sought,
the  Indemnified  Party  will  notify  the  Company in writing of the receipt or
commencement  thereof and the Company shall have the right to assume the defense
of  such  claim  or  action  (including  the  employment  of  counsel reasonably
satisfactory  to  the  Indemnified Party and the payment of fees and expenses of
such  counsel),  provided  that  the  Indemnified  Party shall have the right to
control  its  defense if, in the opinion of its counsel, the Indemnified Party's
defense  is unique or separate to it as the case may be, as opposed to a defense
pertaining  to  the Company.  In any event, the Indemnified Party shall have the
right to retain counsel reasonably satisfactory to the Company, at the Company's
sole  expense,  to  represent  it  in  any  claim  or action in respect of which
indemnity  may  be  sought  and  agrees  to  cooperate  with the Company and the
Company's counsel in the defense of such claim or action.  In the event that the
Company  does  not  promptly  assume  the  defense  of  a  claim  or action, the
Indemnified Party shall have the right to employ counsel to defend such claim or
action.  Any  obligation pursuant to this Annex shall survive the termination or
expiration  of  the  Agreement.