ex10-7.htm


    
      Exhibit
        10.7

       

      Consulting
        Agreement

      


      This
        Consulting Agreement (this “Agreement”) is made as of the 1st day of November
        2006, by and among OL Funding, Inc., a Nevada corporation (the “Company”), and
        Sand Hill Capital International, Inc., a Nevada corporation with its principal
        place of business at 1800 East Sahara, Suite 107, Las Vegas, Nevada 89104-3732
        (together with its agents and employees, collectively, the “Consultant”) and is
        made in light of the following recitals which are a material part
        hereof.

       

      Recitals:

      


      
        	
                A.  

              	
                The
                  Company intends to be mortgage broker, mortgage banking and consumer
                  financing company.

              


      

      


      
        	
                B.  

              	
                Consultant
                  is a corporate finance Consultant, experienced with strategic planning,
                  technology implementation and financing of small-cap companies
                  generally.  Accordingly, notwithstanding Consultant’s
                  familiarity with securities law, neither Consultant nor the Company
                  desires that Consultant furnish any legal services or legal opinions
                  but
                  only information, evaluation and analysis.  Similarly,
                  notwithstanding Consultant’s familiarity with financing small companies,
                  neither Consultant nor the Company desires that Consultant furnish
                  any
                  investment banking services or underwriting but only information,
                  evaluation and analysis.

              


      

      


      
        	
                C.  

              	
                Consultant
                  has knowledge and experience to provide such information, evaluation,
                  analysis that the Company believes can assist it in further execution
                  of
                  its business model.

              


      

      


      
        	
                D.  

              	
                The
                  Company desires to retain the services of the Consultant regarding
                  its
                  organization and structure and certain financings contemplated
                  as well as
                  the impact of such financings on the functions and operations of
                  the
                  Company as more fully set forth in that confidential Schedule of
                  Services
                  and Deliverables attached hereto as Schedule A which services are
                  incorporated herein by reference and referred to herein as the
“Consultant
                  Services”

              


      

      


      
        	
                E.  

              	
                Consultant
                  desires to provide the Consultant Services to and consult with
                  the Board
                  of Directors, the officers of the Company, and the administrative
                  staff,
                  and to undertake for the Company, consultations and recommendations
                  in
                  conformity with such Consultant upon the terms and conditions provided
                  herein including but not limited to the compensation promised
                  herein.

              


      

      


      NOW
        THEREFORE, for and in consideration
        of good and valuable consideration, in hand paid, including, but not limited
        to
        the mutual promises set forth herein, the receipt and sufficiency of which
        is
        acknowledged by each party hereto, the parties hereby agree as
        follows:

      


      
        	
                1.  

              	
                Recitals
                  Govern.  The parties desire to enter into this
                  Agreement for purposes of carrying out the above recitals and intentions
                  set forth above and this Agreement shall be construed in light
                  thereof.

              


      

      


      
        	
                2.  

              	
                Consulting
                  Services. The Consultant agrees to provide the Consultant
                  Services to the Company during the “Term” (as hereinafter defined).
                  Consultant agrees to provide such information, evaluation and analysis,
                  in
                  accordance with the Consultant Services that will assist in maximizing
                  the
                  effectiveness of Client’s business model both relative to its business
                  model and to its present and contemplated capital
                  structure.  The Consultant shall personally provide the
                  Consultant Services and the Company understands that the nature
                  of the
                  services to be provided are part-time and that the Consultant will
                  be
                  engaged in other business and consulting activities during the
                  term of
                  this Agreement.

              


      

      


      
        	
                a.  

              	
                Conflicts.  The
                  Company waives any claim of conflict and acknowledges that Consultant
                  has
                  owned and continues to own and has consulted with and continues
                  to consult
                  with interests in competitive businesses which might compete but
                  for
                  location.

              


      

      


      
        	
                b.  

              	
                Confidential
                  Information. The Consultant agrees that any information received
                  by the Consultant during any furtherance of the Consultant's obligations
                  in accordance with this contract, which concerns the personal,
                  financial
                  or other affairs of the company will be treated by the Consultant
                  in full
                  confidence and will not be revealed to any other persons, firms
                  or
                  organizations. In connection herewith, Consultant and the Company
                  have
                  entered into that Confidentiality Agreement in the form attached
                  hereto as
                  Schedule B.

              


      

      


      
        	
                c.  

              	
                Role
                  of Consultant.  Consultant shall be available to
                  consult with the Board of Directors, the officers of the Company,
                  and the
                  heads of the administrative staff, at reasonable times, concerning
                  matters
                  pertaining to the organization of the administrative staff, the
                  fiscal
                  policies of the Company, the relationship of the Company with its
                  employees or with any organization representing its employees,
                  and, in
                  general, the important problems of concern in the business affairs
                  of the
                  Company all in fulfillment of the Consultant Services. Consultant
                  shall
                  not represent the Company, its Board of Directors, its officers
                  or any
                  other members of the Company in any transactions or communications
                  nor
                  shall Consultant make claim to do
                  so.

              


      

      


      
        	
                d.  

              	
                Liability.  With
                  regard to the services to be performed by the Consultant pursuant
                  to this
                  Agreement, the Consultant shall not be liable to the Company, or
                  to anyone
                  who may claim any right due to any relationship with the Company,
                  for any
                  acts or omissions in the performance of services on the part of
                  the
                  Consultant or on the part of the agents or employees of the Consultant,
                  except when said acts or omissions of the Consultant are due to
                  willful
                  misconduct or gross negligence. The Company shall hold the Consultant
                  free
                  and harmless from any obligations, costs, claims, judgments, attorney’s
                  fees, and attachments arising from or growing out of the services
                  rendered
                  to the Company pursuant to the terms of this Agreement or in any
                  way
                  connected with the rendering of services, except when the same
                  shall arise
                  due to the willful misconduct or gross negligence of the Consultant
                  and
                  the Consultant is adjudged to be guilty of willful misconduct or
                  gross
                  negligence by a Court of competent
                  jurisdiction.

              


      

       

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

      
 

      
        	
                3.  

              	
                Term.
                  The term of this Agreement shall commence as of the date hereof
                  and shall
                  continue for a period of two (2) years from that date, unless sooner
                  terminated as provided herein.  It is understood that this
                  Agreement shall not automatically renew and no obligations to renew
                  are
                  implied notwithstanding continued efforts to fulfill terms and
                  conditions
                  incomplete as of the termination of this Agreement. This Agreement
                  and the
                  duties and obligations of the Consultant may be terminated by either
                  party
                  giving thirty (30) days prior written notice to the other but the
                  compensation and any previously incurred and approved expenses
                  shall be
                  deemed earned by and due to
                  Consultant.

              


      

      


      
        	
                4.  

              	
                Compensation.  In
                  consideration of the execution of the Agreement, and the performance
                  of
                  its obligations hereunder, the Company agrees to and does hereby
                  grant,
                  convey and warrant and issue to Purchaser Four Million (4,000,000)
                  shares
                  of common stock of the Company (the “Shares”) which are conveyed as if
                  sold at their par value of $.001 per share, based on an agreed
                  valuation
                  for the work rendered and to be rendered being valued, for purposes
                  herein, as $4,000.00, for which Consultant is deemed to have received
                  same
                  as of the date of execution.  The right to receive the Shares at
                  the agreed-upon value and the issuance and delivery of same to
                  the
                  Consultant constitutes the consideration for Consultant’s
                  services.  The Shares will not be, prior to delivery to
                  Consultant, registered pursuant to any valid or effective registration
                  statements and the Consultant recognizes any restriction or other
                  limitation under state or Federal securities laws including but
                  not
                  limited to Rule 144 of the Securities Act of 1933 and/or the limitations
                  on manner of sale imposed under the Securities and Exchange Act
                  of
                  1934.  Upon payment for the shares, including delivery of
                  Consultant’s promissory note for the balance due, if any, the Shares shall
                  be “fully paid and non-assessable” and Consultant shall be deemed paid in
                  full for the services required hereunder.  The compensation
                  shall not be reduced as a result of coordinated efforts by other
                  consultants and the Company consents to such coordinated
                  efforts.

              


      

      


      
        	
                5.  

              	
                Expenses.
                  The Company shall pay or reimburse the Consultant for all reasonable
                  travel, business and miscellaneous expenses incurred by the Consultant
                  in
                  performing its duties under this Agreement, subject to prior Company
                  approval.

              


      

      


      
        	
                6.  

              	
                Control
                  as to Time and Place and Manner where Services Will Be Rendered,
                  Independent Contractor.  Both the Company and the
                  Consultant agree that the Consultant will act as an independent
                  contractor
                  in the performance of its duties under this Agreement. The Consultant
                  will
                  perform most services in accordance with this Agreement at a location
                  and
                  at times chosen at Consultant's discretion. The Company may from
                  time to
                  time request that the Consultant arrange for the services of others
                  but
                  Consultant shall choose and contract with same.  Accordingly,
                  the Consultant shall be responsible for payment of all taxes including
                  Federal, state and local taxes arising out of the Consultant's
                  activities
                  in accordance with this Agreement, including by way of illustration
                  but
                  not limitation, Federal and state income tax, Social Security tax,
                  unemployment insurance taxes, and any other taxes or business license
                  fee
                  as required. The Compensation provided herein shall include any
                  and all
                  services of a similar nature provided by Consultant and any parties
                  acting
                  under its supervision, including but not limited to, legal services
                  pertaining to compliance with or pertaining to the sale of securities
                  generally, including but not limited to, the Securities Act of
                  1933, as
                  amended, and the rules and regulations promulgated thereunder,
                  or any
                  state statute, rule, or regulation relating to the sale of securities
                  (collectively, “Securities Laws”).  Except as otherwise may be
                  agreed, the Consultant shall at all times be an independent contractor,
                  rather than a co-venturer, agent, employee or representative of
                  the
                  Company.

              


      

      


      
        	
                7.  

              	
                Representations
                  and Warranties.  The Company represents and warrants
                  that (i) the shares being issued and/or sold as provided herein
                  are
                  authorized to be issued by the Company; (ii) The Company has full
                  right,
                  power, and corporate authority to execute and enter into this Agreement,
                  and to execute all underlying documents and to bind such entity
                  to the
                  terms and obligations hereto and to the underlying documents and
                  to
                  deliver the interests and consideration conveyed thereby, same
                  being
                  authorized by power and authority vested in the party signing on
                  behalf of
                  the Company; (iii) the Company has and will have full right, power,
                  and
                  authority to sell, transfer, and deliver the shares being issued
                  and/or
                  sold as provided herein; (iv) the Company has no knowledge of any
                  adverse
                  claims affecting the subject shares and there are no notations
                  of any
                  adverse claims marked on the certificates for same; and (v) upon
                  receipt,
                  Consultant or its nominee will acquire the shares being issued
                  and/or sold
                  pursuant to option, free and clear of any security interests, mortgage,
                  adverse claims, liens, or encumbrances of any nature or description
                  whatsoever, subject only to matters of the Securities Laws.  In
                  the event that Consultant accepts shares not yet subject to a valid
                  registration statement, Consultant represents and warrants to the
                  Company
                  that he will not at any time sell, exchange, transfer, or otherwise
                  dispose of same under circumstances that would constitute a violation
                  of
                  Securities Laws.  Each party acknowledges the creation,
                  modification and/or transfer of securities and represents and warrants
                  to
                  all others that it has reviewed the transaction with counsel and
                  that no
                  registration or representations are required and that all rights
                  of
                  recourse or rescission resulting from such transfer, to the extent
                  permitted by law, are waived and each party represents and warrants
                  to all
                  others that no marketing of securities to the public has occurred.
                  Each of
                  the warranties, representations, and covenants contained in this
                  Agreement
                  by any party thereto shall be continuous and shall survive the
                  delivery of
                  Consultant Services, the Compensation and the termination of this
                  Agreement.

              


      

      


      
        	
                8.  

              	
                Limitation
                  of Services. At no time will Consultant be expected to, or
                  obligated to provide, nor will Consultant provide any services
                  which might
                  otherwise be characterized as investment banking services or subject
                  to
                  any regulation pertaining to brokers or dealers or otherwise requiring
                  any
                  licensing in any aspect of Securities Laws but Consultant may advise
                  as to
                  the provision of such services by others including such analysis
                  of their
                  performance as is permitted under such Securities Laws.  The
                  Consultant has been advised, and relies upon the representation,
                  that the
                  Company intends to raise money only by selling its stock to non-United
                  State’s citizens or foreign entities outside the United States in
                  compliance with the Securities Laws and relies on the representation
                  of
                  the Company as to propriety of its
                  actions.

              


      

      


      
        	
                9.  

              	
                Arbitration.
                  Any controversy or claim arising out of or relating to this Agreement,
                  or
                  the breach thereof, shall be settled by arbitration in accordance
                  of the
                  rules of the American Arbitration Association, and judgment upon
                  the award
                  rendered by the arbitrator(s) shall be entered in any Court having
                  jurisdiction thereof. For that purpose and the resolution of any
                  other
                  claim hereunder, the parties hereto consent to the jurisdiction
                  and venue
                  of an appropriate Court located in Los Angeles County, State of
                  California.  In the event that litigation results from or arises
                  out of this Agreement or the performance thereof, the parties agree
                  to
                  reimburse the prevailing party's reasonable attorney's fees, Court
                  costs,
                  and all other expenses, whether or not taxable by the Court as
                  costs, in
                  addition to any other relief to which the prevailing party may
                  be
                  entitled. In such event, no action shall be entertained by said
                  Court or
                  any Court of competent jurisdiction if filed more than one year
                  subsequent
                  to the date the cause(s) of action actually accrued regardless
                  of whether
                  damages were otherwise as of said time
                  calculable.

              


      

       

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

      
 

      
        	
                10.  

              	
                Notices.  All
                  notices, requests, consents, and other communications under this
                  Agreement
                  shall be in writing and shall be mailed by registered or certified
                  mail,
                  postage prepaid, or delivered by Facsimile or delivered personally
                  to the
                  address written above or to such other address of which the addressee
                  shall have notified the sender in writing. Notices mailed in accordance
                  with this section shall be deemed given when
                  mailed.

              


      

      


      
        	
                11.  

              	
                Binding
                  Effect, Assignment and Succession.  All covenants and
                  agreements contained in this Agreement by or on behalf of any of
                  the
                  parties hereto shall bind and inure to the benefit of his, her
                  or its
                  respective heirs, personal representatives, successors, and assigns,
                  whether so expressed or not. Except for assignment of the options
                  as
                  provided above, no party to this Agreement may, however, assign
                  his rights
                  hereunder or delegate his obligations hereunder to any other person
                  or
                  entity without the express prior written consent of the other parties
                  hereto.

              


      

      


      
        	
                12.  

              	
                Entire
                  Agreement and Interpretation.  This Agreement,
                  including any exhibits and schedules hereto, constitutes and contains
                  the
                  entire agreement of the Company and the Consultant with respect
                  to the
                  provision of Consultant Services and Compensation and supersedes
                  any prior
                  agreement by the parties, whether written or oral. It may not be
                  changed
                  orally but only by an agreement in writing signed by the party
                  against
                  whom enforcement of any waiver, change, modification, extension,
                  or
                  discharge is sought. The waiver of a breach of any term or condition
                  of
                  this Agreement must be in writing and signed by the party sought
                  to be
                  charged with such waiver, and such waiver shall not be deemed to
                  constitute the waiver of any other breach of the same or of any
                  other term
                  or condition of this Agreement.  This Agreement shall be
                  construed in accordance with and governed by the laws of the State
                  of
                  California without regard to its rules and laws regarding conflicts
                  of
                  laws and each of the parties hereto irrevocably submit to the exclusive
                  jurisdiction of any California State or United States Federal Court
                  sitting in Los Angeles County, California over any action or proceeding
                  arising out of or relating to this Agreement.  The parties
                  hereto further waive any objection to venue in the State of California
                  and
                  any objection to an action or proceeding in the State of California
                  on the
                  basis of forum non
                  conveniens.

              


      

      


      
        	
                13.  

              	
                Miscellaneous.  The
                  section headings contained in this Agreement are inserted as a
                  matter of
                  convenience and shall not be considered in interpreting or construing
                  this
                  Agreement.  This Agreement may be executed concurrently in two
                  or more counterparts, each of which shall be deemed an original
                  but all of
                  which together shall constitute one and the same
                  instrument.  The invalidity or unenforceability of any provision
                  of this Agreement shall not affect the validity or enforceability
                  of the
                  remaining provisions.  Time is of the essence of this Agreement
                  and the obligations of the parties
                  hereto.

              


      

      


      IN
        WITNESS WHEREOF, the Company and the Consultant have executed this Agreement
        as
        of the day and year first written above.

      


      
        	
                Company:

              	
                Consultant:

              
	 	
                OL
                  Funding, Inc.

                 

                 

              	 	
                Sand
                  Hill Capital International, Inc.

              
	
                By:

              	 	
                By:

              	 
	 	
                Bryce
                  Knight, CEO

              	 	 


      

       

       

       

      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        A TO CONSULTING AGREEMENT

      Schedule
        of Services and Deliverables

      


      Consultant
        shall provide the following Strategic Services:

      


      
        	
                1.  

              	
                Business
                  Development and Planning: Develop an in-depth familiarization
                  with the Corporation's business objectives and bring to its attention
                  potential or actual opportunities that meet those objectives or
                  logical
                  extensions thereof.  Alert the Corporation to new or emerging
                  high potential forms of production and distribution that could
                  either be
                  acquired or developed internally.  Comment on the Corporation's
                  corporate development including such factors as position in competitive
                  environment, financial performances vs. competition, strategies,
                  operational viability, etc. Identify prospective suitable merger
                  or
                  acquisition partners for the Corporation, perform appropriate diligence
                  investigations with respect thereto, advise the Corporation with
                  respect
                  to the desirability of pursuing such prospects, and assist the
                  Corporation
                  in any negotiations which may ensue
                  therefrom.

              


      

      


      
        	
                2.  

              	
                Corporate
                  Strategic Analysis: Evaluate business strategies and recommend
                  changes where appropriate.

              


      

      


      
        	
                3.  

              	
                Introduction
                  to and Advice Regarding Relationships with Strategic
                  Partners:  Arrange introductions to sources of funding
                  in respect of underwritings of private or public issues in such
                  jurisdictions as such broker-dealers or underwriters are authorized
                  to
                  conduct underwriting business.

              


      

      


      
        	
                4.  

              	
                Provide
                  assistance with general public relations and promotion of the Company’s
                  worldwide interests when requested by the
                  Company.

              


      

      


      
        	
                5.  

              	
                Provide
                  research services for the Company with the object of selecting
                  suitable
                  target businesses for potential acquisition, joint venturing, strategic
                  alliances or district investment.

              


      

      


      
        	
                6.  

              	
                Provide
                  general consultancy services relating to any investment banking
                  services
                  provided by others supplemental to the herein mentioned activities
                  provided same are fully in conformity with and permitted under
                  the
                  Securities Laws.

              


      

      


      
        	
                7.  

              	
                Critically
                  evaluate the Corporation's performance in view of its corporate
                  planning
                  and business objectives.

              


      

      


      
        	
                8.  

              	
                Strategic
                  Contacts and formation of Strategic alliances and Introduction
                  to
                  strategic partners and other alliance
                  candidates;

              


      

      


      
        	
                9.  

              	
                Strategic
                  consulting regarding high level product planning, market development,
                  marketing and intellectual property planning; Business
                  development

              


      

      


      
        	
                10.  

              	
                Introduction
                  to prospective customers for the Company's products or
                  services.

              


      

      


      
        	
                11.  

              	
                Review
                  of existing and contemplated financing including lending and convertible
                  debt.

              


      

      


      


      The
        Consultant will consult with the officers and employees of the company
        concerning matters relating to the management and organization of the company,
        their financial policies, the terms and conditions of employment, and generally
        any matter arising out of the business affairs of the Company.

      


       

      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

       

      Schedule
        B to Consulting Agreement

      Confidentiality
        Agreement

      


      This
        Confidentiality Agreement (hereafter this “Agreement”), made this 1st day of
        November
        2006, by and between OL Funding, Inc., a Nevada corporation (the “Company”), and
        Sand Hill Capital International, Inc., a Nevada corporation with its principal
        place of business at 1800 East Sahara, Suite 107, Las Vegas, Nevada 89104-3732
        (together with its agents and employees, collectively, the
“Consultant”).  Given that the Company and Consultant each desire to
        make certain confidential information concerning the Company, its technology,
        its investments, its processes, its marketing strategies, its capitalization
        and
        finances and its business as well as similar confidential information lawfully
        possessed by the Consultant (collectively, the “Information”) for purposes
        agreed to be legitimate and the Company and Consultant each agree to hold
        such
        Information confidential pursuant to the terms of this Agreement, in
        consideration of the mutual promises and other good and valuable consideration,
        the receipt and sufficiency of which is acknowledged and with the intent
        to be
        legally bound hereby, the Company and the Consultant agree as
        follows.

      


      
        	
                1.  

              	
                The
                  Information includes, but is not limited to, (i) all information
                  on the
                  Company, (ii) any and all data and information given or made available
                  to
                  the Consultant by the Company for evaluation purposes, whether
                  written or
                  in machine-readable form, (iii) any and all of the Company’s and
                  Consultant’s notes, work papers, investigations, studies, computer
                  printouts, and any other work product including electronic data
                  files,
                  regardless of nature containing any such data and information and
                  (iv) all
                  copies of any of the foregoing.

              


      

      


      
        	
                2.  

              	
                The
                  Consultant and Company each understand that the Information is
                  proprietary
                  to the Company and Consultant and each agrees to hold the Information
                  given by the other strictly confidential.  The Company and
                  Consultant each agree that the Information shall be used only by
                  the
                  Company and Consultant and only for the purpose of reviewing and
                  evaluating the activities of the Company, and shall not be used
                  for any
                  other purpose or be disclosed to any third party.  Neither the
                  Company nor Consultant shall have the right to make copies or hold
                  copies
                  or documents except for reports and notes which have been generated
                  by
                  them, which reports and notes shall be retained for their exclusive
                  use
                  and shall remain confidential.

              


      

      


      
        	
                3.  

              	
                It
                  is understood that this Confidentiality Agreement shall not apply
                  to any
                  information otherwise covered herein (i) which is known to the
                  party
                  against whom the claim of confidentiality is sought prior to the
                  date of
                  the Confidentiality Agreement, (ii) which is disclosed to the Consultant
                  or the Company by a third party who has not directly or indirectly
                  received such Information in violation of an agreement with a party
                  from
                  whom it was received or (iii) which is generally known within the
                  industry.

              


      

      


      
        	
                4.  

              	
                The
                  Company and the Consultant each agree to be fully responsible and
                  liable
                  to the other for any and all damages caused by reason of disclosure
                  of
                  Information in violation of this Confidentiality Agreement by the
                  receiving party or any of its assigns or
                  successors.

              


      

      


      
        	
                5.  

              	
                This
                  Confidentiality Agreement shall be governed by and construed in
                  accordance
                  with the laws of the State of California and shall be enforceable
                  solely
                  by and be for the sole benefit of the Consultant and Company, their
                  successors and assigns.

              


      

      


      In
        witness whereof, the Company and the Consultant have executed this Agreement
        as
        of the date above.

      


      
        	
                Company:       OL
                  Funding, Inc.

              	
                Consultant:       Sand
                  Hill Capital International, Inc.

              
	
                By:

              	 	
                By:

              	 
	 	
                Bryce
                  Knight, CEO

              	 	 


      

      


      
        
           

        

        
          72