f8k112007ex10i_mtgbrokers.htm


     

    


    FINANCIAL
      ADVISORY AND INVESTMENT BANKING AGREEMENT

    


    This
      Agreement is made and entered into this 2nd  day of
      November, 2007, between vFinance Investments, Inc. (“VFIN”) and
      Mortgagebrokers.com Holdings, Inc. (OTC BB: MBKR) (“Company”).

    


    A
      glossary of definitions as used in this Agreement is set forth in Paragraph
      11,
      below.

    


    The
      parties hereto agree as follows:

    


    1.    
      Engagement; Nature of Services:

     

    
      a)
        Company hereby engages VFIN as Company’s non-exclusive financial advisor to
        render financial and other general advice as an investment banker, including,
        without limitation, advice relating to “Transactions” and/or “Financings” and
        similar matters, as may be reasonably requested by Company.  In that
        regard, VFIN will assist Company in identifying, analyzing, structuring,
        negotiating and obtaining sources of financing for suitable business
        opportunities which Company may take advantage of by purchase or sale of
        stock
        or assets, assumption of liabilities, merger, consolidation, tender offer,
        strategic relationship, joint venture, franchise agreement, licensing agreement,
        royalty agreement, financing arrangement or any similar transaction or
        combination thereof.  This Agreement shall not be construed as a firm
        commitment or guarantee of financing which shall be on a “best efforts” basis
        only.  VFIN shall obtain the consent of Company prior to contacting
        any potential participants in a proposed Transaction or
        Financing.  The decision to consummate a Transaction and/or Financing
        shall be in the Company’s sole and absolute discretion, and no compensation
        shall be due under this agreement unless the Company notifies VFIN in writing
        that it wishes to utilizes its services.

       

      b)
        VFIN
        shall not be required to undertake duties not reasonably within the scope
        of the
        financial advisory or investment banking services contemplated by this Agreement
        or to spend any minimum amount of time in providing such
        services.  VFIN does not provide tax, accounting or legal
        advice.  Public offerings, if any, shall be subject to a separate
        agreement and are expressly not addressed in this Agreement.

      


      c)
        VFIN
        shall render such other financial advisory and investment banking services
        as
        may from time to time be agreed upon in writing by VFIN and Company (e.g.,
        fairness opinions, business plans, etc.).  The fees payable for any
        such other services shall be customary investment banking fees to be mutually
        agreed upon based upon the nature and type of such services to be
        rendered.

       

    

    2.    
      Term:  Subject to Paragraph 4, this Agreement shall commence
      upon execution and be effective for a period of Fourteen (14) months and may
      be
      terminated on thirty days’ written notice by either party to the other. If this
      contract is terminated by Vfinance within first 12 (Twelve) months, Vfinance
      is
      not entitled to its shares and compensation.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    3.    
      Compensation:    In consideration of the services to
      be rendered by VFIN hereunder, Company shall issue to VFIN “Retainer Shares”,
“Transaction Fees” and/or “Financing Fees.”

    


    a)
      Retainer Shares: Upon execution hereof, Company shall issue to VFIN fifty
      thousand (50,000) shares of Company (the “Retainer Shares”).  The
      Retainer Shares Agreement shall contain customary terms, including without
      limitation, piggyback registration rights.  The Retainer Shares shall
      be issued to VFIN and/or its designees.

    


    b)
      Transaction Fees:  At the first closing under each Transaction,
      Company shall pay to VFIN a fee (each a “Transaction Fee”) in immediately
      available funds equal to five percent (5%) of the “Aggregate Consideration”
exchanged or received in connection with such Transaction; provided,
however, that any Transaction Fee due to VFIN as a result of
      consideration which is contingent upon the occurrence of some future event
      (e.g., an earn out or the realization of earnings projections) shall be payable
      at the earlier of: (i) the receipt of such consideration, or (ii) the time
      that
      the amount of such consideration can be determined.

    


    c)
      Financings:

    


    (i)
      Financing Fees:  At the first closing under each Financing,
      Company shall pay to VFIN a fee on VFIN-introduced sources (each a “Financing
      Fee”) in immediately available funds equal to the sum of one and one-half
      percent (1 1/2%) of all secured debt funds available; plus four percent
      (4%) of all unsecured debt funds available, plus ten percent (10%) of all
      equity funds raised in amounts up to $3 million, eight percent (8%) in amounts
      from $3 million to $6 million, and seven percent (7%) for amounts greater than
      $
      6million, in the private markets in connection with such
      Financing.  For purposes of calculating any Financing Fee, convertible
      securities shall be treated as equity. The Financing Fee shall be calculated
      on
      the gross total credit facility before any deductions, including but not limited
      to fees, deposits, transaction expenses, reserves, insurance or other amounts
      withheld or paid by the “Financing Source.” If a Transaction results from an
      introduction by the Company to a Financing Source, then fees associated with
      that particular Transaction shall be reduced by half.  If the funds
      raised by Company pursuant to a Financing are to be received in whole or in
      part
      via installment payments, such installment payments shall be valued on a
      discounted present value basis using a discount rate of eight percent (8%)
      per
      annum.

    


    (ii)
      Financing Warrants: In addition, at the first closing under the first
      Financing hereunder, Company shall issue to VFIN additional warrants (the
“Financing Warrants”) to purchase such number of shares of the common stock of
      Company equal to: (x) ten percent (10%) of the aggregate number of fully diluted
      shares of common stock as shall have been purchased by Financing Sources
      pursuant to the Financing, or (y) ten percent (10%) of the aggregate number
      of
      fully diluted shares of common stock into which any convertible securities
      which
      shall have been purchased by Financing Sources pursuant to the Financing may
      be
      converted (after giving effect to any increase in shares under a ratchet or
      similar provision pursuant to which the number of shares initially purchased
      is
      subsequently increased).  

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    The
      Financing Warrants shall be exercisable for a period of five years from the
      date
      of issuance on the same terms and conditions applicable to, and with an exercise
      price per share equal to the effective per share price paid by, Financing
      Sources for a share of common stock of Company.  The terms of the
      Financing Warrants shall be set forth in an agreement (the “Financing Warrant
      Agreement”) in form attached hereto as Annex B.  The Financing Warrant
      Agreement shall contain customary terms, including without limitation,
      provisions for “cashless” exercise, price based anti-dilution, and customary
      piggyback registration rights.

    


    d)  Transactions
      and Financings of Related Entities:  In calculating the
      compensation payable to VFIN hereunder, the parties understand and agree that
      the definition of Transaction and Financing shall be broadly construed so as
      to
      include any transactions and financing of Company’s subsidiaries, affiliates,
      successors or other controlled units, either existing or formed subsequent
      to
      the date hereof.

    


    4.    
      Non-renewal or Termination:   Upon non-renewal or
      termination of this Agreement, VFIN shall provide Company with a written list
      of
      parties with whom it has had discussions in connection with any proposed
      Transaction or Financing.  Notwithstanding any such non-renewal or
      termination, VFIN shall be entitled to the compensation provided under Paragraph
      3 with respect to any Transaction or Financing which shall be consummated with
      any party named on such list within Eighteen (18) months following such
      non-renewal or termination.

    


    5.    
      Reimbursement of Expenses: Promptly following presentation of customary
      documentation, Company shall reimburse VFIN for all reasonable fees and
      disbursements of VFIN’s outside counsel and VFIN’s reasonable travel and
      out-of-pocket expenses as incurred in connection with the services performed
      by
      VFIN pursuant to this Agreement, including without limitation, hotel, food
      and
      associated expenses including long-distance telephone
      calls;  provided that to the extent any such reimbursement
      would cause aggregate reimbursement to exceed Three Thousand Dollars ($3,000),
      such excess fees and disbursements, shall be subject to Company’s prior
      approval.

    


    6.     
      No Public Disclosure: Company acknowledges that all opinions and advice
      (written or oral) given by VFIN to Company in connection with VFIN’s engagement
      are intended solely for the benefit and use of Company and Company agrees that
      no person or entity other than Company shall be entitled to make use of or
      rely
      upon such opinion or advice to be given hereunder, and no such opinion or advice
      shall be used for any other purpose or reproduced or disseminated, in any manner
      or for any purpose, nor may Company make any public references to VFIN without
      VFIN’s prior written consent.

    


    7.     
      Non-Exclusive Services:  Company acknowledges that VFIN and its
      affiliates are in the business of providing financial advisory services,
      investment banking services, and consulting advice to others.  Nothing
      herein contained shall be construed to limit or restrict VFIN in conducting
      such
      business with others, or in rendering such advice to others, except as such
      advice may relate to matters relating to Company’s business and
      properties.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
8.     Reliance Upon
      Information:  Company recognizes and confirms that, in advising
      Company and in fulfilling its engagement hereunder, (i) VFIN will use and rely
      on data, material and other information furnished to VFIN, and (ii) VFIN may
      rely upon such data, material and other information without any independent
      investigation or appraisal to verify its accuracy, completeness or veracity,
      except to the extent VFIN has actual knowledge to the
      contrary.  Company represents and warrants that all such data,
      material and other information provided by Company will be true and accurate
      in
      all material respects and will not contain any untrue statement of a material
      fact or omit to state a material fact necessary in order to make the statements
      therein not misleading in light of the circumstances under which such statements
      are made.   VFIN shall be under no obligation to make an
      independent appraisal of assets or an independent investigation or inquiry
      as to
      any information regarding, or any representations of, any other participant
      in a
      Transaction or Financing, nor shall VFIN have any liability with regard
      thereto.  If, in VFIN’s opinion after completion of its due diligence
      process, the condition or prospects of Company, financial or otherwise, are
      not
      substantially as represented or do not fulfill VFIN’s expectations, VFIN shall
      have the sole discretion to determine its continued participation in any
      proposed Financing and/or Transaction.

     

    9.    
      Indemnification Agreement: To induce VFIN to act on behalf of Company in
      connection with VFIN’s engagement hereunder, Company and VFIN are entering into
      a separate indemnification agreement substantially in the form attached hereto
      as Annex A and dated the date hereof, providing for the indemnification of
      VFIN
      by Company.  VFIN has entered into this Agreement in reliance on the
      indemnities set forth in such indemnification agreement.

    


    10.   
      Independent Contractor: VFIN shall perform its services hereunder as an
      independent contractor and not as an employee of Company or an affiliate
      thereof.  VFIN shall have no authority to act for, represent or bind
      Company or any affiliate thereof in any manner, except as may be agreed to
      expressly by Company in writing from time to time.

    


    11.   
      Definitions:

    


    a)
      “Aggregate Consideration” shall mean the total consideration (i.e.,
      stock, cash, assets and all other property (real or personal, tangible or
      intangible) plus any debt assumed) exchanged or received, or to be exchanged
      or
      received directly or indirectly by Company or any of its security holders or
      subsidiaries or affiliates in connection with a Transaction, including, without
      limitation, any amounts paid or received, or to be paid or received pursuant
      to
      any employment agreement (to the extent such amounts exceed reasonable and
      customary compensation for actual services to be rendered), consulting
      agreement, covenant not to compete, earn-out or contingent payment right or
      similar arrangement, agreement or understanding, whether oral or written,
      associated with a Transaction.

    


    Consideration
      paid or to be paid other than in cash shall be valued at fair market value,
      except that liabilities assumed and notes issued will be valued at the face
      amount thereof.  The fair market value of consideration paid in
      securities for which there is a recognized trading market shall be based on
      the
      closing “offer” price of the securities on the day immediately preceding the
      closing of the Transaction and shall be computed as if the securities were
      freely tradable.

    


    b)  “Company”
      shall mean  Mortgagebrokers.com Holdings, Inc.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    c)  “Financing”
      shall mean any debt financing and/or equity investment in Company pursuant
      to
      which funds are received or to be received by Company, including without
      limitation any lease financing, vendor financing, government sponsored financing
      or any similar transaction or combination thereof.  The amount of
      funds raised pursuant to a Financing shall be deemed to include the total value
      of “Securities” sold directly or indirectly, in connection with the Financing,
      including any proceeds received by Company upon the exercise of any options,
      warrants and/or similar securities; any amounts paid into escrow; and any
      amounts payable in the future whether or not subject to any
      contingency.  For purposes of clarity, Financing shall not
      include:

    


     (x)
      a “Transaction” (i.e., a transaction pursuant to which funds are received by
      Company’s shareholders); or unless initiated with the assistance of, or
      materials prepared by, VFIN: (y) working capital financing provided by
      commercial bank loan departments; or (z) extensions, renewals or modifications
      of financings or refinancings with existing creditors.

    


    d)  “Financing
      Fee” is defined in Section 3(c)(i).

    


    e)
      “Financing Source” shall mean a party participating in a Financing by
      being the source of funds, raised thereunder through the purchase or other
      acquisition or receipt of Securities.

     

    f)  “Financing
      Warrants” are defined in Section 3(c)(ii).

    


    g)
      “Financing Warrant Agreement” is defined in Section
      3(c)(ii).

    


    h)   “Retainer
      Shares” is defined in Section3(a).

    


    i)  “Securities”
      shall mean debt, mezzanine and/or equity interests or any combination
      thereof.

    


    j)
      “Transaction” shall mean any merger, business combination or
      reorganization, acquisition of some or all of the stock or assets of another
      company, purchase or sale of some or all of the stock or assets of Company
      not
      in the ordinary course of business, joint venture, strategic relationship,
      licensing agreement, royalty agreement, franchise agreement, distribution
      agreement or any similar transaction or combination thereof.

    


    k)  “Transaction
      Fee” is defined in Section 3(b).

     

    
      l)   “VFIN”
        shall mean vFinance Investments, Inc.


    

    12.  Miscellaneous:

    


          a)
      Entire Agreement:  This Agreement and Annex A constitute the
      entire agreement and understanding of the parties hereto, and supersede any
      and
      all previous agreements and understandings, whether oral or written, with
      respect to the matters set forth herein.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


      No
      provision of this Agreement may be amended, modified or waived, except in a
      writing signed by the parties.  This Agreement and the Annex shall be
      binding upon and inure to the benefit of each of the parties and their
      respective successors, legal representatives and assigns.

    


    


    b)
Notice:
      Any notice or
      communication permitted or required hereunder shall be in writing and shall
      be
      deemed sufficiently given if hand-delivered or sent postage prepaid by certified
      mail, return receipt requested as set forth below, or to such other address
      as
      either party may notify the other of in writing:

    


    
      
        	
                if
                  to Company, to:

              	
                MortgageBrokers.com
                  Holdings, Inc.

              
	 	
                11-260
                  Edgeley Blvd

              
	 	
                 Concord,
                  Ontario L4K-3Y4

              
	 	
                Attn:   Alex
                  Haditaghi

              
	 	
                Chief
                  Executive Officer

              
	 	
                  

              
	
                if  to
                  vFinance

              	 
	
                Investments,
                  Inc. to:

              	
                vFinance
                  Investments, Inc.

              
	 	
                3010
                  N. Military Trail, Suite 300

              
	 	
                Boca
                  Raton, Florida  33431

              
	 	
                Attn:  Chief
                  Financial Officer

              


      

    

     

    c)
Governing
      Law; Exclusive
      Jurisdiction:  This Agreement shall be construed in accordance
      with and governed by the laws of the State of New York, without giving effect
      to
      its conflict of law principles.  Any dispute which may arise between
      the parties arising out  of or in connection with this Agreement shall
      be adjudicated before a court located in New York and they hereby submit to
      the
      exclusive jurisdiction of the courts of the State of New York and of the federal
      court in the applicable district of New York with respect to any action or
      legal
      proceeding commenced by any party, and irrevocably waive any objection they
      now
      or hereafter may have respecting the venue of any such action or proceeding
      brought in such a court or respecting the fact that such court is an
      inconvenient forum, waive trial by jury in any such action or proceeding, and
      consent to the service of process in any such action or legal proceeding by
      means of registered or certified mail, return receipt requested, to the address
      set forth in Paragraph 12

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    


    
      	
              If
                the foregoing correctly sets forth our understanding with respect
                to the
                foregoing, please so indicate by signing below, at which time this
                letter
                shall become a binding agreement.

            


    

    


    


    
                          VFINANCE
        INVESTMENTS,
        INC.



     

                        By: 
/s/                        

                        Jonathan
      C.
      Rich
                    Executive
    Vice
    President, Investment Banking
     

     

    Accepted
      and Agreed:

    


    MORTGAGEBROKERS.COM
      HOLDINGS, INC.

    


    By: 
      /s/                        

    Name:  Alex
      Haditaghi

    Title:  Chief
      Executive
      Officer

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ANNEX
      A

    Indemnification
      Provisions to Financial Advisory and Investment Banking

     Agreement
      (the “Agreement”) dated November 2, 2007 between

     vFinance
      Investments, Inc.  (“VFIN”) and Mortgagebrokers.com Holdings, Inc.
      (the “Company”)

    
      
        

      



    


    
      	
              1.  

            	
              Company
                agrees to (a) reimburse VFIN, its affiliates and their respective
                directors, officers, employees, agents and controlling persons (each,
                an
                “Indemnified Party”) promptly, upon demand, for actual, out-of-pocket
                expenses (including reasonable fees and expenses for legal counsel)
                as
                they are incurred in connection with the investigation of, preparation
                for
                or defense of any pending or threatened claim, or any litigation,
                proceeding or other action in connection with or arising out of or
                relating to the engagement of VFIN under the Agreement, or any actions
                taken or omitted, services performed or matters contemplated by or
                in
                connection with the Agreement, (collectively, a “Claim”); and (b) to
                indemnify and hold harmless each Indemnified Party from and against
                any
                and all out-of-pocket losses, claims, damages and liabilities, joint
                or
                several, to which any Indemnified Party may become subject, including
                any
                amount paid in settlement of any litigation or other action (commenced
                or
                threatened) to which Company shall have consented in writing (such
                consent
                not to be unreasonably withheld), whether or not any Indemnified
                Party is
                a party and whether or not liability resulted; provided,
                however, that Company shall not be liable in respect of any loss,
                claim, damage or liability to the extent that a court or other agency
                having competent jurisdiction shall have determined by final judgment
                (not
                subject to further appeal) that such loss, claim, damage or liability
                shall have been incurred solely as a direct result of the willful
                misconduct or gross negligence of such Indemnified
                Party.

            


    

    


    An
      Indemnified Party shall have the right to retain separate legal counsel of
      its
      own choice to conduct the defense and all related matters in connection with
      any
      Claim, and such counsel shall to the fullest extent, consistent with its
      professional responsibilities, cooperate with Company and legal counsel
      designated by Company.

    


    
      	
              2.  

            	
              Company
                will not, without the prior written consent of each Indemnified Party
                settle, compromise or consent to the entry of any judgment in any
                pending
                or threatened Claim in respect of which indemnification may be reasonably
                sought hereunder (whether or not any Indemnified Party is an actual
                or
                potential party to such Claim), unless such settlement, compromise
                or
                consent includes an unconditional, irrevocable release of each Indemnified
                Party against whom such Claim may be brought from any and all liability
                arising out of such Claim.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
      	
              3.  

            	
              In
                the event the indemnity provided for hereunder is unavailable or
                insufficient to hold any Indemnified Party harmless, then Company
                shall
                contribute to amounts paid or payable by an Indemnified Party in
                respect
                of such Indemnified Party’s losses, claims, damages and liabilities as to
                which the indemnity provided for hereunder is unavailable or insufficient
                (i) in such portion as appropriately reflects the relative benefits
                received by Company, on the one hand, and the Indemnified Party,
                on the
                other hand, in connection with the matters as to which losses, claims,
                damages or liabilities relate, or (ii) if the allocation provided
                by (i)
                above is not permitted by applicable law, in such proportion as
                appropriately reflects not only the relative benefits referred to
                in
                clause (i) but also  the relative fault of Company, on the one
                hand, and the Indemnified Party, on the other hand, as well as any
                other
                equitable considerations.  The amounts paid or payable by a
                party in respect of losses, claims, damages and liabilities referred
                to
                above shall be deemed to include any reasonable legal or other
                out-of-pocket fees and expenses incurred in defending any litigation,
                proceeding or other action or claim.  Notwithstanding the
                provisions hereof, VFIN’s share of the liability hereunder shall not be in
                excess of the amount of fees actually received by VFIN under the
                Agreement
                (excluding any amounts received as reimbursement of expenses by
                VFIN).

            


    

    


    
      	
              4.  

            	
              These
                Indemnification Provisions shall remain in full force and effect
                and
                survive the expiration of the term of the Agreement, and shall be
                in
                addition to any liability that Company might otherwise have to any
                Indemnified Party under the Agreement or
                otherwise.

            


    

    


    
      	
              5.  

            	
              Each
                party hereto consents to personal jurisdiction and service of process
                and
                venue in any court in the State of New York in which any claim for
                indemnity is brought by any Indemnified Person, except as provided
                in
                Section 12 (c) of the Agreement.

            


    

    


    


    VFINANCE
      INVESTMENTS, INC.

    


    By:           /s/                    

    Jonathan
      C. Rich

    Executive
      Vice President, Investment
      Banking

    


    


    MORTGAGEBROKERS.COM
      HOLDINGS, INC.

    


    By:           /s/                        

    Alex
      Haditaghi

    Chief
      Executive Officer