ex10-5.htm


    Exhibit
      10.5

     

    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 Knight Consulting
      Corporation, a Kentucky corporation with its principal place of business at
      520
      S. 4th Street,
      Suite 400, Louisville, KY 40202 (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.

            


    

     

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.  

            	
              Term.
                The term of this Agreement shall commence as of the date hereof and
                shall
                continue for a period of one (1) year 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 Three Million (3,000,000)
                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 $3,000.00, 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.

            


    

     

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    
 

    
      	
              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.

               

               

            	 	
              Knight
                Consulting Corporation

            
	
              By:

            	 	
              By:

            	 
	 	
              Bryce
                Knight, CEO

            	 	 


    

     

     

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    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.

     

    
 

    
      
        
        

      

      
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    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
      Knight Consulting Corporation, a Kentucky corporation with its principal place
      of business at 520 S. 4th Street,
      Suite 400,
      Louisville, KY 40202 (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:     Knight
                Consulting Corporation

            
	
              By:

            	 	
              By:

            	 
	 	
              Bryce
                Knight, CEO

            	 	 


    

    


    
      
         

      

      
        62