**EXHIBIT
      6.3**




**AMENDMENT
      NO. 2 TO**


**BROKER/DEALER
      AGREEMENT**




LAKESIDE
      MORTGAGE FUND LLC, a California limited liability company (“Issuer”), and
      ePLANNING SECURITIES, INC., a California corporation (“Broker”), effective as of
      January 17, 2007, agree as follows:





1.  Background
      and Purpose .
      Issuer
      and Broker have entered into that Broker/Dealer Agreement, dated June 2, 2003
      (the “Agreement”). The Agreement was amended by Amendment No. 1, effective as of
      March 1, 2004. The parties now wish to amend the Agreement further, as set
      forth
      below. Unless otherwise indicated, all capitalized terms herein shall have
      the
      meanings set forth in the Agreement.





2.  Amendment .
      The
      Agreement is amended as follows:





2.1.  All
      references in the Agreement to “March 1, 2004” as the date of the Offering
      Circular, and the date of the permit issued by the California Department of
      Corporations (“DOC”), are hereby amended to read “January 17, 2007.” This new
      date reflects the date of the renewal of the permit issued by the DOC pursuant
      to which the Units are being offered.





2.2.  Section
      6
      of the Agreement is amended to read as follows:




6.  Commissions .
      As
      consideration for the services provided by Broker hereunder, Issuer shall pay
      to
      Broker the following commissions based on amounts transferred to Issuer by
      investors which have been referred by Broker, and which have purchased Units,
      after having been accepted by Issuer (“Invested Amounts”). Issuer reserves the
      right to reject any offer (in the form of a completed and executed Subscription
      Agreement) by a prospective investor referred by Broker, and Broker will be
      paid
      the commission hereunder only on consummated sales of Units to investors
      referred by Broker. Issuer shall pay Broker an amount based on either Plan
      A,
      Plan B, or Plan C, as described below, with the selection of the plan made
      by
      the particular selling agent of the Broker (“Selling Agent”) for each individual
      investor:





(a)  Plan
      A .
      Under
      Plan A, Issuer shall pay to Broker the following amounts:





(i)  a
      commission, to be distributed to the Selling Agent, of six percent (6%) of
      all
      Invested Amounts invested by the investor;





(ii)  a
      marketing fee of one half percent (0.5%) of all Invested Amounts invested by
      the
      investor; and





(iii)  an
      annual
      trailer commission, to be distributed to the Selling Agent, equal to one percent
      (1.0%) of all Invested Amounts of the investor remaining invested with
      Issuer .
      This
      trailer commission will
      start to accrue after 60 months (with the first annual trailer commission
      payment made, therefore, on the 72-month anniversary).




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(b)  Plan
      B .
      Under
      Plan B, Issuer shall pay to Broker the following amounts:





(i)  a
      commission, to be distributed to the Selling Agent, of four percent (4%) of
      all
      Invested Amounts invested by the investor;





(ii)  a
      marketing fee of one half percent (0.5%) of all Invested Amounts invested by
      the
      investor; and





(iii)  an
      annual
      trailer commission, to be distributed to the Selling Agent, equal to one percent
      (1.0%) of all Invested Amounts of the investor remaining invested with
      Issuer .
      This
      trailer commission will
      start to accrue after 36 months (with the first annual trailer commission
      payment made, therefore, on the 48-month anniversary).





(c)  Plan
      C .
      Under
      Plan C, Issuer shall pay to Broker the following amounts:





(i)  a
      commission, to be distributed to the Selling Agent, of two percent (2%) of
      all
      Invested Amounts invested by the investor;





(ii)  a
      marketing fee of one half percent (0.5%) of all Invested Amounts invested by
      the
      investor; and





(iii)  an
      annual
      trailer commission, to be distributed to the Selling Agent, equal to one percent
      (1.0%) of all Invested Amounts of the investor remaining invested with
      Issuer .
      This
      trailer commission will
      start to accrue after 12 months (with the first annual trailer commission
      payment made, therefore, on the 24-month anniversary).




The
      amounts described in subparagraphs (a)(i), (b)(i) and (c)(i) shall be paid
      within thirty (30) days following the purchase of Units by the investor.





The
      amounts described in subparagraphs (a)(iii), (b)(iii), and (c)(iii) shall be
      paid within thirty (30) days following the last day of the quarter in which
      the
      anniversary of the initial investment by the investor occurs. The amount of
      the
      payment shall be one percent (1.0%) of the average daily capital account balance
      of the investor during the previous year which ended on the most recent
      anniversary date.




6.1.  Investments
      Referred by Registered Investment Advisors (“RIAs”) .
      With
      regard to a sale by a Selling Agent which is an RIA and which does not collect
      commissions from sales of securities, no commission shall be paid by Issuer
      for
      the Invested Amount. In recognition of the foregone commission, the account
      of
      the investor shall be credited with an additional two percent (2%) of the
      Invested Amount. For example, if an investor invests $100 through an RIA to
      whom
      no commission is paid, the investor’s account will be credited with an
      investment of $102. Issuer shall pay Broker a marketing fee of one half percent
      (0.5%) of all Invested Amounts invested by the investor under this Section
      6.1.





6.2.  Investments
      by Selling Agents .
      With
      regard to a direct investment by a Selling Agent, no commission shall be paid
      by
      Issuer for the Invested Amounts. In recognition of the foregone commission,
      the
      account of the Selling Agent shall be credited with an additional two percent
      (2%) of the Invested Amount. For example, if a Selling Agent invests $100 and
      no
      commission is paid, the investor’s account will be credited with an investment
      of $102. No marketing fee shall be paid to Broker for Invested Amounts under
      this Section 6.2.




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3.  Effect
      on Other Provisions .
      All
      other provisions of the Agreement which are not amended in this Amendment No.
      2
      shall be unaffected by this amendment and remain in full force and effect as
      set
      forth in the Agreement.





4.  Signatures .


ePLANNING,
                SECURITIES INC.,
              A
                California corporationBy:(Cliff
              Gamble, President and
              CEO)


LAKESIDE
                  MORTGAGE FUND, LLC,
                A
                  California limited liability company
                
                By:
Lakeside
                  Financial Group, Inc., ManagerBy:(William
                F. Webster,President)




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