exhibit10-3.htm


    FIFTH
LOAN AGREEMENT AND PROMISSORY NOTE

     

    THIS
FIFTH LOAN AGREEMENT AND PROMISSORY NOTE (“Agreement”), is made this 7th day of
April, 2009, by and among MORTGAGE MODIFICATION LEGAL NETWORK, INC., a
Corporation organized under the laws of the State of California (hereinafter,
known as “BORROWER”) and ANDREW KARDISH, a member of the Board of Directors and
shareholder of BORROWER (hereinafter, known as “LENDER”).  BORROWER
and LENDER shall each individually be known as a “Party” and collectively be
known herein as the “Parties”.

     

    PROMISSORY
NOTE

     

    FOR VALUE
RECEIVED, BORROWER promises to pay to the order of LENDER, the sum of $42,000.00
dollars together plus interest thereon at the prevailing annual margin rate at
Raymond James Financial (see attachment hereto, which is incorporated herein by
reference) on the unpaid balance with interest to be compounded annually
(hereinafter, “the Loan Amount”).  Principal and interest payments
shall be made on a monthly basis as set forth below.  The entire
outstanding Loan Amount (including principal and any accrued interest) shall
become fully due and payable by BORROWER on the later of:
(i) fifteen (15) days of receipt of written demand by BORROWER from LENDER
or any subsequent assignee of this note, and (ii) one (1) year from the date
hereof.  The method for making a proper “demand” upon BORROWER is set
forth below.

    


    ADDITIONAL
LOAN TERMS

     

    The
BORROWER and LENDER, hereby further set forth their rights and obligations to
one another under this Agreement and agree to be legal bound as
follows:

     

    
      	
               
      

            	
              A.

            	
              Loan Repayment
      Terms.

            


    

     

    
      	
               
      

            	
              BORROWER
      shall make monthly principal and interest payments to LENDER in the
      amounts set forth in LENDER’S monthly margin account statement relating to
      the Loan Amount hereunder, until such time as LENDER shall make a demand
      upon BORROWER for repayment at which time BORROWER shall repay to LENDER
      the entire Loan Amount (including principal and all accrued interest) in
      accordance with the terms of the Promissory Note set forth
      above.

            


    

     

    
      	
               
      

            	
              B.

            	
              Demand by Lender.

            


    

     

    
      	
               
      

            	
              This
      is a “demand” Agreement under which: (i) as a precondition to
      receiving a monthly payment, LENDER shall proffer to BORROWER its monthly
      margin account statement relating to the Loan Amount hereunder; and (ii)
      BORROWER shall repay in full the entire outstanding Loan Amount as set
      forth in the Promissory Note above upon receiving a written demand from
      LENDER for full repayment of the Loan Amount.  Delivery of
      written monthly margin account statement and/or demand notice by LENDER to
      BORROWER may be made in person or via U.S. Postal Service Certified Mail
      (which mailing shall constitute prima facie evidence of
      delivery).  For mailing of said notice, LENDER shall use
      BORROWER’S address as stated below in the portion of this Agreement
      pertaining to default.

            


    

     

    
      	
               
      

            	
              C.

            	
              Method of Loan
      Payment.

            


    

     

    
      	
               
      

            	
              The
      BORROWER shall make all payments called for under this Agreement by either
      personally delivering or sending a check made payable to the following
      individual at the address
indicated:

            


    

     

    Andrew
Kardish

    27372 Via
Priorato

    San Juan
Capistrano, CA 92675

    


    If LENDER
gives written notice to BORROWER that a different address shall be used for
making payments under this Agreement, BORROWER shall use the new address so
given by LENDER.

     

    
      	
               
      

            	
              D.

            	
              Default.

            


    

     

    
      	
               
      

            	
              The
      occurrence of any of the following events shall constitute a default by
      the BORROWER of the terms of this
Agreement:

            


    

     

    
      	
               
      

            	
              1.

            	
              BORROWER’s
      failure to pay any amount due as principal or interest on a date required
      under this Agreement.

            


    

    
      	
               
      

            	
              2.

            	
              BORROWER
      seeks an order of relief under the Federal Bankruptcy
  laws.

            


    

    
      	
               
      

            	
              3.

            	
              A
      federal tax lien is filed against the assets of
  BORROWER.

            


    

     

    
      	
               
      

            	
              E.

            	
              Additional Provisions Regarding
      Default:

            


    

     

    
      	
               
      

            	
              1.

            	
              Addressee
      and Address to which LENDER is to give BORROWER written notice of
      default:

            


    

     

    Mortgage
Modification Legal Network, Inc.

     

    27651 La
Paz Road, Ste. A

     

    Laguna
Niguel, CA 92677

     

    If
BORROWER gives written notice to LENDER that a different address shall be used,
LENDER shall use that address for giving notice of default (or any other notice
called for herein) to BORROWER.

     

    
      	
               
      

            	
              2.

            	
              Cure of
      Default.  Upon default, LENDER shall give BORROWER
      written notice of default either in person or by mail.  Mailing
      of written notice by LENDER to BORROWER via U.S. Postal Service Certified
      Mail shall constitute prima facie evidence of
      delivery.  BORROWER shall have fifteen (15) days after receipt
      of written notice of default from LENDER to cure said
      default.  In the case of default due solely to BORROWER’s
      failure to make a timely payment as called for in this Agreement, BORROWER
      may cure the default by making full payment of any principal and accrued
      interest (including interest on these amounts) whose payment to LENDER is
      overdue under the Agreement and, also, the late−payment penalty described
      below.

            


    

     

    
      	
               
      

            	
              3.

            	
              Penalty for Late
      Payment.  There shall also be imposed upon BORROWER a 2%
      penalty for any late payment computed upon the amount of any principal and
      accrued interest whose payment to LENDER is overdue under this Agreement
      and for which LENDER has delivered a notice of default to
      BORROWER.  For example, if the agreement calls for monthly
      payments of $500 upon the first day of each month and BORROWER fails to
      make timely payment of said amount, BORROWER (after receipt of a default
      notice from LENDER) shall be liable to LENDER for a penalty of $10 (i.e.,
      $500 x 2%) and, to cure the default, the BORROWER must pay to LENDER the
      overdue loan amount of $500, interest upon the overdue loan amount, and a
      penalty of $10.

            


    

     

    
      	
               
      

            	
              4.

            	
              Acceleration.  If the
      BORROWER fails to cure any default on or before the expiration of the
      fifteen (15) day cure period that starts on the date BORROWER receives
      written notice from LENDER that an event of default has occurred under
      this Agreement, the entire unpaid principal, accrued interest, and
      penalties under this Agreement shall accelerate and become due and payable
      immediately.

            


    

     

    
      	
               
      

            	
              5.

            	
              Indemnification of Attorneys
      Fees and out−of−pocket costs.  Should any Party
      materially breach this Agreement, the non−breaching Party shall be
      indemnified by the breaching Party for its reasonable attorneys fees and
      out−of−pocket costs which in any way relate to, or were precipitated by,
      the breach hereof.  The term “out−of−pocket costs”, as used
      herein, shall not include lost profits.  A default by BORROWER
      which is not cured within fifteen (15) days after receiving a written
      notice of default from LENDER constitutes a material breach of this
      Agreement by BORROWER.

            


    

     

    
      	
               
      

            	
              F.

            	
              Parties that are not
      individuals.  The
      individual signing on behalf of BORROWER, hereby represents and warrants
      that all steps and actions have been taken under the BORROWER’s governing
      instruments to authorize the entry into this Agreement.  Breach
      of any representation contained in this paragraph is considered a material
      breach of the Agreement.

            


    

     

    
      	
               
      

            	
              G.

            	
              Integration.  This
      Agreement sets forth the entire agreement between the Parties with regard
      to the subject matter hereof.  All prior agreements,
      representations and warranties, express or implied, oral or written, with
      respect to the subject matter hereof, are hereby superseded by this
      Agreement.  This is an integrated
  Agreement.

            


    

     

    
      	
               
      

            	
              H.

            	
              Severability.  In the
      event any provision of this Agreement is deemed to be void, invalid, or
      unenforceable, that provision shall be severed from the remainder of this
      Agreement so as not to cause the invalidity or unenforceability of the
      remainder of this Agreement.  All remaining provisions of this
      Agreement shall then continue in full force and effect.  If any
      provision shall be deemed invalid due to its scope or breadth, such
      provision shall be deemed valid to the extent of the scope and breadth
      permitted by law.

            


    

     

    
      	
               
      

            	
              I.

            	
              Modification.  Except as
      otherwise provided in this document, this Agreement may be modified,
      superseded, or voided only upon the written and signed agreement of the
      Parties.  Further, the physical destruction or loss of this
      document shall not be construed as a modification or termination of the
      Agreement contained herein.

            


    

     

    
      	
               
      

            	
              J.

            	
              Exclusive Jurisdiction for Suit
      in Case of Breach.  The
      Parties, by entering into this Agreement, submit to jurisdiction in the
      state and federal courts of Orange County, California, for
      adjudication of any disputes and/or claims between the Parties under this
      Agreement.  Furthermore, the Parties hereby agree that the state
      and federal courts of Orange County, California shall have exclusive
      jurisdiction over any disputes between the Parties relative to this
      Agreement, whether said disputes sounds in contract, tort, or other areas
      of the law.

            


    

     

    
      	
               
      

            	
              K.

            	
              State Law.  This
      Agreement shall be interpreted under, and governed by, the laws of the
      state of California, without reference to conflicts of laws or related
      principals.

            


    

     

    IN
WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing,
BORROWER and LENDER affix their signatures hereto.

    


    
      	
              BORROWER(S)

              /S/
      Ryan Boyajian

              Mortgage
      Modification Legal Network, Inc.

              By:
      Ryan Boyajian

              Title:
      President

               

            	
              LENDER

              /S/
      Andrew Kardish

              Andrew
      Kardish

               

               

            
	
              Dated:
      April 7, 2009

            	
              Dated:
      April 7, 2009

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        
          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          

        

      

    

     

    100633489_1.DOC