Unassociated Document


    
      
 

      
        
          Exhibit
10.6

        

        
          


        

        
          SELLING
AGREEMENT

        

        
           

          The
purpose and intent of this agreement is to establish terms and conditions of a
Selling Agreement (“Agreement”) between [*], and Investors Mortgage Holdings,
Inc. (“IMH”) whereby Registered Representatives (“Brokers”) through [*] shall
locate and introduce clients to IMH and promote the sale of securities offered
through a private placement memorandum offered through an affiliate of IMH,
namely IMH Secured Loan Fund,
LLC.

        

        
           

          I.            
[*] Warranties and Representations:

        

        
           

          A.          [*]
is a corporation duly incorporated and validly existing in the State of
Iowa.

        

        
           

          B.          [*]
is a member of the National Association of Securities Dealers,
Inc.  (NASD) and is presently in good standing with the
NASD.

        

        
           

          C.          [*]
is registered as a broker/dealer with the Securities and Exchange Commission
(SEC).

        

        
           

          II.          
Brokers Warranties and Representations:

           

        

        
          A.        
 Brokers are licensed by the NASD and have registered [*] as their
broker/dealer.

        

        
           

          B.          
Brokers are registered or licensed to sell securities in all states where
Brokers shall transact business.

        

        
           

          III.          
IMH Warranties and Representations:

        

        
           

          A.   IMH is a
corporation duly incorporated and validly existing in the State of Arizona and
is the manager of IMH Secured Loan Fund, LLC (the “LLC”).

        

        
           

          B.    IMH Secured
Loan Fund, LLC has
circulated a private placement memorandum (the “Memorandum”) by which IMH seeks
to sell units (the “Units”) of the LLC to investors at a price of $10,000.00 per
unit under Regulation §230 Regulation D of the Securities and Exchange Act of
1933, as amended (the “Act”). The offering is restricted to “Accredited
Investors” as defined under Regulation D of the Act.

        

        
           

          C.    IMH
represents and warrants that the LLC has prepared the Memorandum in accordance
with the Act and the rules and regulations promulgated thereunder (including
Regulation D) set forth in the Act. IMH has provided [*] and Brokers with a copy
of the Memorandum and warrants that all information set forth in such Memorandum
is true and accurate and that [*] and Brokers may rely on such information when
offering the Units to their clients or otherwise introducing their clients to
IMH for participation in the LLC. The representations and warranties set forth
in the Memorandum regarding its business and the offering are incorporated
herein by this reference.

        

        
           

          
            [*] = INDICATES THAT
CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 17 CFR 200.83. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTION.

          

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          D.        
IMH further warrants for itself and the LLC, that they shall at all times comply
with the requirements of applicable federal and state securities and banking
laws in the states in which they operate.

        

        
           

          IV.         
Selling Agreement

        

        
           

          A.          Intent. [*], Brokers
and IMH acknowledge that the purpose and intent of this Agreement is to
establish a selling agreement between [*] and IMH whereby Brokers, through [*],
can sell the Units offered in the Memorandum in accordance with applicable
securities laws. Accordingly, Brokers remain independent contractors of [*], and
shall not at any time be deemed employees or affiliates of
IMH.

        

        
           

          B.          Brokers. Brokers
agree to conduct business as solicitors of IMH securities and independent
contractors of [*] [*]/Brokers shall have exclusive control of the manner in
which the offer and sales are performed and shall pay all expenses associated
with the operation of their business. [*]/Brokers shall comply with all rules
and regulations of the SEC, NASD, and any states in which offers or sales are
conducted. The activity of the Brokers shall be supervised by [*], which
reserves the right to discontinue its relationship with Brokers and/or this
Selling Agreement at any time at its sole discretion.

        

        
           

          C.          Income Tax. [*]/Brokers shall be solely liable for payment
of their income
tax, self-employment tax and any other applicable taxes. [*]/Brokers shall also
be solely responsible for paying the applicable federal and state taxes for
personnel employed by [*]/Brokers in the operation of their
business.

        

        
           

          D.          Limitation of
Authority. [*]/Brokers agree that they have no authority to negotiate,
commit, bind and/or appear in any manner to negotiate for, commit or bind
IMH in any way. Any payments made by IMH to [*]/Brokers pursuant to this
agreement shall be deemed to completely compensate [*]/Brokers for any and all
costs associated with their employees, their equipment and any other expense
they incur in connection with performance of [*]/Broker's work
hereunder.

        

        
           

          V.           
[*]/Brokers Duties &
Responsibilities:

        

        
           

          A.          Agreement to Sell
Securities. On the basis of the representations, warranties and
agreements by IMH herein, [*] and Brokers agree to use best efforts to promote
and sell the Units to their clients whom they reasonably believe to meet the
suitability standards set forth in the Memorandum. Notwithstanding the above,
IMH shall have final responsibility for determining any potential purchaser's
suitability for the investment in the Units.

        

        
           

          B.          Sale of Securities.
[*]/Brokers shall not sell securities in any state unless [*] and Brokers are
registered in that state or are within the applicable registration exemption for
the securities in that state. [*]/Brokers shall only offer securities in states
approved by IMH.

        

        
           

          C.          [*]/Brokers
Statements. [*]/Brokers shall not make any verbal or written statements
regarding the securities offered by IMH that are untrue, misleading, or that
omit material facts.

        

        
           

          
            [*] = INDICATES THAT
CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 17 CFR 200.83. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTION.

          

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          D.      
Suitability.
[*]/Brokers shall offer and sell securities only to accredited investors with
whom [*]/Brokers has a sufficient pre-existing relationship to reasonably apply
applicable suitability standards as determined on a case per case
basis.

        

        
           

          VI.         
Compensation

        

        
           

          A.       Broker Commission.
IMH shall pay [*] a commission equal to two percent (2.00%) of the total dollar
amount invested in the Units and sold by [*]/Brokers to their clients. IMH shall
further pay the same commission for additional amounts invested by [*]/Brokers’
clients after the initial purchase but shall exclude any dividends received and
reinvested by said clients. If [*]/Brokers’ clients liquidate their investment
and then re-invest the liquidated amount at a later date, [*]/Brokers will not
be compensated a second time. If client subsequently reinvests with a greater
amount than that which was liquidated prior, [*]/Brokers will be compensated on
the difference according to the terms stated in this Agreement. If a client
withdraws all or a portion of their investment and then, more than twelve months
after the date that funds were withdrawn, reinvests any amount, then a selling
commission of two percent (2.00%) shall be paid on the full new amount invested
by said client.

        

        
           

          B.        Additional Compensation for
Broker.   In addition, IMH will compensate [*]/Broker by
paying [*]/Broker a trail of 50 bps (0.50%) annualized, paid semiannually and
commencing upon completion of the sixth month in which invested capital remains
with the Fund. This trail shall be paid in perpetuity until investor funds, to
which trail is related, have been withdrawn.

        

        
           

          C.        Timing of Commission
Payment. Commissions shall be paid within thirty days after acceptance of
a completed subscription agreement and the tender of the appropriate funds to
purchase the securities from a client solicited by
[*]/Brokers.

        

        
           

          VII.        
Non-Circumvent/Non-Solicit

        

        
           

          A.        Non-Circumvent.    IMH
shall not attempt to circumvent [*]/Brokers by contacting
their clients without [*]/Brokers written consent. IMH may contact clients while
acting in its normal course of business with respect to statements and account
servicing communications. IMH will not contact clients for the purposes of
solicitation, either direct or indirect, and will be bound by the terms of
paragraph VII B. below.

        

        
           

          B.       
Non-Solicit.
During the term of this agreement and for three (3) years following the
termination of this agreement for any reason, IMH shall not solicit, entice away
or divert from Brokers any person or entity who was introduced to IMH by
Brokers, without Brokers’ written
consent. In the event that IMH or an affiliate person of IMH solicits a client
of [*]/Brokers for a future fund, IMH agrees to pay a commission to [*]/Broker
the greater of two percent (2.00%) or, the sales commission for selling group
members that has been structured for that future offering or
fund.

        

        
           

          C.     
  IMH shall not enter into any separate agreement, other than the
Selling Agent Agreement
executed in concert with this Selling Agreement, with Brokers while this
agreement is in effect. This includes any employment, independent contractor,
consultant agreement and applies to IMH and/or any affiliate of
IMH.

        

        
          


        

        
          
            [*] = INDICATES THAT
CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 17 CFR 200.83. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTION.

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      VIII.
      Miscellaneous Obligations of
Parties:

    

    
       

      A.    Successors. This
Agreement shall not be assigned or transferred by [*]/Brokers without the prior
written consent of IMH.


    

    
       

      B.    Headings. The
captions and headings contained in this Agreement are solely for convenience of
reference and do not constitute a part of this Agreement.


    

    
       

      C.     Indulgences, Not
Waivers. Neither the failure, nor any delay, on the part of either party
hereto to exercise any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege preclude, nor shall any waiver of any
right, remedy, power or privilege with respect to any other occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to
any other occurrence. No waiver shall be effective unless it is in writing and
is signed by the party asserted to have granted such waiver.



    

    
       

      D.    Provisions Severable.
The provisions of this Agreement are independent of and severable from each
other, and no provision shall be affected or rendered invalid or unenforceable
by virtue of the fact that for any reason any other or others of them may be
invalid or unenforceable in whole or in part. Further, if a court of competent
jurisdiction determines that any provision of this Agreement is invalid or
unenforceable as written, the court may interpret, construe, rewrite or revise
such provision, to the fullest extent allowed by law, so as to make it valid and
enforceable, consistent with the intent of the parties hereto.



    

    
       

      E.    Construction. The
parties hereto acknowledge and agree that each party has had the opportunity to
participate in the drafting of this Agreement and the opportunity to have this
document reviewed by the respective legal counsel for the parties hereto and
that the rule construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be applied in interpreting this Agreement.
No inference in favor of, or against, any party shall be drawn from the fact
that one party has drafted any portion hereof. 


    

    
       

      F.    Governing Law. This
Agreement shall be construed and governed by the law of Arizona without giving
effect to its conflicts of law principals. 


    

    
       

      G.    Relationship of
Parties. This Agreement is intended to constitute [*]/Brokers as selling
agent of IMH and nothing herein shall be deemed to constitute [*]/Broker as
employer/employee or independent contractor. There are no agreements among the
parties outside of this Selling Agreement. 


    

    
       

      H.    Arbitration. Should
any dispute arise between the parties regarding the terms and conditions of this
Agreement, or the alleged breach thereof said dispute shall be referred to
arbitration under the auspices of the NASD in accordance with its Code of
Arbitration Procedure. Any hearing in this matter shall be held in Phoenix,
Arizona. 


    

    
       

      I.    Attorney’s Fee. The
prevailing party at any such arbitration shall be awarded his/her reasonable
attorney’s fee as set by arbitrator(s) hearing the matter.



    

    
       

      J.    Termination. This
Agreement may be terminated by [*]/Brokers or IMH at any time and for any reason
immediately upon receipt of written notice of such termination to the other
party. In the event of termination, [*]/Brokers shall nonetheless receive
commissions and additional compensation they are entitled to as earned under the
terms of paragraphs VI .A and VI .B above relating to the purchase of Units
by any client whom [*]/Brokers introduced or solicited on behalf of IMH during
the term of this Agreement.

    

    
       

      [*] = INDICATES THAT
CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 17 CFR 200.83. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTION.

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      K.    Litigation and Arbitration
Expenses and Awards. If legal action
of any nature, including without limitation, arbitration, is initiated against
[*]/Brokers by reason of any alleged act, omission, misrepresentation, violation
of any state or federal securities laws, on the part of IMH, IMH agrees to
indemnify, defend and hold [*] and Brokers, each of their respective affiliates,
officers, directors, employees, shareholders and agents harmless from and
against all losses, costs and expenses that may arise therefrom. Said losses,
costs and expenses shall include, but not be limited to attorney’s fees and
disbursements, court costs, settlements, judgments and awards.


    

    
       

      L.    Counterparts. This
Agreement may be executed in counterparts which, when taken together, shall
constitute one document. Facsimile signatures shall be deemed as originals.



    

    
       

      M.    Integration. This
Agreement constitutes the entire agreement of the parties and supersedes any and
all prior agreements or understandings between them. 


    

    
       

      N.    Indemnity Clause. [*]
and IMH shall indemnify each company including its respective officers,
directors, employees and agents, from and against all liability, loss, cost or
expense (including attorney’s fees) by reason of liability arising out of or
related to this agreement, whether caused by or contributed to by IMH
or [*] or any other party indemnified herein, unless caused by the sole
negligence of IMH or [*]. 


    

    
       

       

      IN
WITNESS WHEREOF the parties have executed this Agreement intending it to be
effective as of the 25th day of
April, 2007.

    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    [*]

                                    [*]

                                    [*]

                                    [*]

                                    TIN:
      [*]

                                  	 
      	 
      	 	
                                    Investors
      Mortgage Holdings, Inc.

                                    11333
      N. Scottsdale Road

                                    Suite
      160

                                    Scottsdale,
      AZ 85254

                                     

                                  	 
      	 
      
	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	 
      	 
      	 	 
      	 
      	 
      
	 
      	 
      	 
      	 	 
      	 
      	 
      
	[*]	 
      	
                                  	 	
                                    

                                  	 
      	 
      4/30/07
	
                                    By:
      [*]

                                  	 
      	
                                    Date

                                  	 	
                                    By:
      William Meris

                                  	 
      	
                                    Date

                                  
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                                    Title:
      President

                                  	 
      	 
      	 	
                                    Title:
      President

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      


      
        [*] = INDICATES THAT
CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 17 CFR 200.83. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTION.