ex10-2.htm


    Exhibit
      10.2

     

    Private
      & Confidential

     

    BROKER
      AGREEMENT

     

    SERVICES

     

    
      	A.	
              This
                agreement (the “Agreement”) is by and between Mark D. Persaud, as a
                California broker (the “Broker”), and OL Funding, Inc., a California
                corporation (the “Company”), whereby Broker agrees to serve as the
                representative Broker for Company.

            


    

     

    
      	B.	
              The
                parties agree that Broker may provide services outside of the scope
                of
                Real Estate. Company does not limit the work Broker performs for
                others.
                Services for Company are not required to be performed during any
                set
                hours, nor is there a guarantee of hours to be provided by Broker.
                Either
                party may terminate this Agreement as set forth
                herein.

            


    

     

    DECISION-MAKING
      CAPACITY OF BROKER – Broker agrees to generally defer to the President of
      Company with respect to all decision-making on behalf of Company.
      Notwithstanding the foregoing, Broker shall retain final decision-making
      authority with respect to any decision that may adversely affect Broker’s
      licensing status with the California Department of Real Estate (“DRE”). Company
      hereby agrees to promptly present to Broker all such matters that may adversely
      affect Broker’s license for discussion and resolution.

     

    TERM
      – The term of this Agreement will be for a period of one (1) year,
      commencing on August 1, 2007 and subject to the termination provisions provided
      herein. Notwithstanding the foregoing, this Agreement will not be effective
      until Broker is listed as Broker of Record for Company by the California
      DRE.

    


    BROKER
      COMPENSATION

     

    
      	A.
               	
              Company
                will pay to Broker a $600 fee per transaction, the total sum of which
                shall be based on the number of transactions closed and funded by
                the
                Company during any calendar month (the “Broker Fee”). The Broker Fee shall
                be paid to Broker by Company no later than five (5) business days
                following the close of each transaction. Additionally, notwithstanding
                anything in this agreement to the contrary, any transactions originated
                by
                the Broker, the Broker shall receive a 100% commission, less ordinary
                costs; including admin costs, processing costs, on transactions brought
                without any of Company’s leads, and Broker shall receive 40% commission on
                transactions brought in with Company’s leads - less ordinary costs;
                including admin costs, processing costs. Additional, compensation
                shall
                include $5,000 good faith start-up
                money, as well as, back-end compensation in the form of _____% of
                stock,
                before the company goes to, series A and series B, or
                IPO.

            


    

     

    TERMINATION

     

    
      	A.  	
              Notwithstanding
                anything to the contrary contained herein, this Agreement shall terminate
                immediately upon any of the following
                occurrences:

            


    

     

    
      	 	
              1.
                Any material breach of the Agreement by Company or Broker, subject
                to a
                five (5) day cure period upon written notice to the breaching
                party;

            


    

    
      	 	
              2.
                Any violation of applicable and governing real estate laws by Company
                or
                Broker; or

            


    

    
      	 	
              3.
                Dissolution of the Company; or

            


    

    
      	 	
              4.
                As of the effective date of the Agreement between Broker’s individual or
                corporate entity with Company; or

            


    

    
      	 	
              5.
                Death of the Broker.

            


    

     

    
      	B.
               	
              This
                Agreement may be terminated by either party upon thirty (30) days
                written
                notice to the other party. Upon termination of this Agreement, Broker
                shall be entitled to receive the Broker Fee on all loans closed and
                funded
                to Company as of the date of termination. Such Broker Fee shall be
                paid by
                Company no later than five (5) business days following the end of
                the
                termination calendar month.

            


    

    


    DEATH
      OF BROKER – Should Broker die during the term of this Agreement, estate of
      Broker shall be entitled to payments in the same manner as if Broker had
      terminated the Agreement as set forth above.

     

    INDEPENDENT
      CONTRACTOR

     

    A.
      Broker
      hereunder is an independent contractor and is responsible for his business
      license, taxes and insurance. It is understood that Broker is entitled to
      benefits available to employees, such as FICA taxes, state disability, state
      unemployment, workers compensation, including - pension and profit sharing
      plan
      contributions and other employment benefits or insurance available to the
      employees of Company.

     

     

    
      
        
        

      

      
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    B.
      It is
      hereby acknowledged that federal, state and employment taxes will not be
      withheld from the Broker’s Fee. Broker expressly assumes full responsibility for
      the payment of any and all applicable federal and state income and employment
      taxes. In the event that any taxing agency (federal, state or municipal)
      requires Company to pay any unpaid tax of Broker for an agreed upon justified
      reason, Broker agrees to pay such tax. In the event that Company is compelled
      to
      pay such tax for Broker, Broker shall reimburse such amount to Company within
      sixty (60) days of written notice to Broker by Company.

    


    C.
      Company shall be responsible for all of Company’s applicable business license,
      taxes and insurance, as well as any benefits available to employees, such as
      FICA taxes, state disability, state unemployment, workers compensation, pension
      or profit sharing plan contributions or any other employment benefits or
      insurance available to the employees of Company.

    


    D.
      Company expressly assumes full responsibility for the payment of any and all
      applicable federal and state income and employment taxes. In the event that
      any
      taxing agency (federal, state or municipal) requires Broker to pay any unpaid
      tax of Company for an agreed upon justified reason, Company agrees to pay such
      tax. In the event that Broker is compelled to pay such tax for Company, Company
      shall reimburse such amount to Broker within sixty (60) days of written notice
      to Company by Broker.

    


    LIQUIDATION
      OF COMPANY – Upon dissolution of Company for any reason, and during the
      course of the Company winding up its affairs, specifically the settling and
      closing of the Company's Business, the Company agrees to categorize Broker
      Fees
      owed to Broker as of the date of dissolution as a liability, to be handled
      in
      the manner consistent with other creditors of the Company with respect to the
      disposal and conveyance of the Company's property.

    


    EXPENSES
      OF THE COMPANY – Company shall be responsible for all expenses incurred by
      the Company, including, but not limited to, salaries, commissions, insurance,
      equipment and general office overhead. In no way shall the Company be entitled
      to reimbursement by the Broker for any such expenses. Additionally, Company
      shall be responsible for legal, filing and licensing costs.

     

    CONFIDENTIALITY
      AND NON-DISPARAGEMENT

    Company
      will not authorize or release advertising or publicity materials or give
      interviews concerning the existence or details of this Agreement without
      Broker's prior written approval. Nevertheless, after Broker has announced the
      association between Broker and Company or the association otherwise becomes
      public, Company may respond, discuss and comment that Broker is associated
      with
      Company in a favorable and positive and non-disparaging manner during any public
      events and/or interviews. It is specifically acknowledged and agreed that the
      amount of compensation paid to Broker hereunder must be held in strict
      confidence and under no circumstances be released publicly by Company, Company’s
      agent, employees or representatives, unless otherwise required by law. Such
      confidentiality is the essence of the Agreement. Further, during the Term and
      for a period of one (1) year thereafter, Company will not make or authorize
      any
      statements in derogation of Broker or Broker’s business or his representatives,
      nor shall Broker make or authorize any statements in derogation of
      Company.

    


    COMPLETION
      OF DRE FORMS – Company shall be responsible for completing and filing all
      forms required by the California Department of Real Estate, including, but
      not
      limited to, Form RE 201 and/or Form RE 204A. Additionally, Company shall be
      responsible for completing and filing all forms required by any State Forms
      that
      is required for Broker to conduct business within that State or Jurisdiction.
      The Broker shall have the opportunity to review and appropriately revise any
      such forms before filing.

     

    REPRESENTATIONS
      AND COVENANTS – Company represents and warrants to Broker that it is not a
      party to or bound by any presently effective agreement, contract, or
      understanding with any third party or entity that would in any way restrict
      or
      prohibit Company from undertaking or performing its obligations or the terms
      and
      conditions set forth in this agreement. Broker represents and warrants to
      Company that Broker is not a party to or bound by any presently effective
      agreement, contract or understanding, whether for employment or otherwise,
      with
      any third party or entity that would in any way restrict or prohibit Broker
      from
      undertaking or performing Broker’s obligations or the terms and conditions set
      forth in this Agreement. Notwithstanding anything to the contrary in this
      agreement, Broker’s services shall not restrict his work as an advisor,
      consultant, lawyer, investor, or in any such business capacity. It is understood
      that Broker owns, operates, and invests in several businesses. As such, each
      party holds harmless and defends the other party from liability for any such
      obligations or covenants set forth above.

    


    INDEMNIFICATION
      – Company agrees to indemnify Broker and hold Broker harmless from and
      against any liability, loss, damage, cost or expense including reasonable legal
      fees paid or incurred by Company by reason of any breach or threatened breach
      by
      Company or failure of the covenants, representations or warranties contained
      herein.

    


    ACCOUNTING
      – The Company shall maintain records in sufficient detail for the purpose
      of
      determining the amount of the Broker Fee and shall provide Broker with a written
      accounting each month. In the event of a termination of this Agreement, Broker
      shall have the right to inspect the Company accounting records for the limited
      purpose of verifying calculation of the Broker Fee, subject to such restrictions
      as Company may reasonably impose to protect the confidentiality of the records.
      Such inspections shall be made during reasonable business hours as may be set
      by
      Company at the main office.

    


    NOTICES
      - All notices shall be addressed to the respective party at the applicable
      address set forth immediately below (or such other address as the parties
      designate in writing from time to time). All notices and, other communications
      required or permitted hereunder shall be in writing and shall be deemed
      effectively given upon personal delivery, confirmation of telex or telecopy
      (to
      be followed by a confirmation copy sent by first class mail), or upon the fifth
      day following mailing by registered mail, postage prepaid, whichever shall
      be
      first, shall be deemed the date such notice is effective and addressed (a)
      if to
      Company at such address as listed below, or to Broker at such other address
      listed below at:

    
 

    
      
        
        

      

      
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    To
      Company:

    OL
      Funding, Inc. –

    9840
      Melvin Ave. Northridge, CA 91324

    Phone:
      818. 322.8612

    Fax:
      818.340.7026

    Attn:
      Robert Teaney, President

    To
      Broker:

    Mark
      D.
      Persaud

    3123
      Dona
      Susana Drive

    Studio
      City, CA 91604

    Phone:
      323.650.9323

    Fax:
      323.650.2226

    


    WAIVER
      - The waiver of any of the provisions, terms or conditions contained in
      this
      Agreement shall not be considered as a waiver of any of the other provisions,
      terms or conditions hereof.

    


    GOVERNING
      LAW - This Agreement has been entered into in the State of California and
      its validity, construction, interpretation and legal effect shall be governed
      by
      the laws of the State of California applicable to contracts entered into and
      performed within the State of California. In the event any provisions hereof
      shall for any reason be illegal or unenforceable then, and in such event, the
      same shall not affect the validity of the remaining portion and provisions
      hereof.

    


    SEVERABILITY
      - If any term or provision of this Agreement is held illegal, invalid or
      unenforceable, such illegality, invalidity or unenforceability shall not affect
      the legality, validity or enforceability of the remainder of this Agreement
      or
      any other provisions herein.

    


    RESOLUTION
      OF DISPUTES - Any controversy arising out of or related to this Agreement or
      the breach thereof shall be settled by arbitration in Los Angeles County,
      California, in accordance with the rules of the American Arbitration
      Association, and judgment entered upon the award rendered may be enforced by
      appropriate judicial action pursuant to the California Code of Civil Procedure.
      Both parties shall equally share any fees and expenses of the arbitrator, other
      tribunal fees and expenses, and each party shall bear its own attorney’s fees,
      any costs of producing witnesses and any other costs or expenses incurred by
      such party in connection therewith.

    


    HEADINGS
      - The descriptive headings of the sections of this Agreement have been
      included for convenience of reference and shall not to any extent have the
      effect of modifying, amending or changing the express terms and provisions
      of
      this Agreement.

    


    ENTIRE
      AGREEMENT - This Agreement contains the entire understanding of the parties
      hereto with respect to the transactions contemplated hereby and supersedes
      all
      prior arrangements or understandings with respect thereto. There are no
      restrictions, agreements, promises, warranties, covenants, or undertakings
      other
      than those expressly set forth herein. This Agreement cannot be modified,
      changed, amended and/or cancelled in any way except by an instrument in writing
      signed by both parties.

    


    COUNTERPARTS
      - This Agreement may be executed in two or more counterparts, each of which
      will be deemed to be an original copy of this Agreement and all of which, when
      taken together, will be deemed to constitute one and the same
      agreement.

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed and delivered this instrument as
      of
      the date first written above.

     

    BROKER:

     

    ____________________________________

    By:
      Mark
      D. Persaud Broker ID Number

     

    COMPANY:

     

    ____________________________________

    OL
      Funding, Inc.

    By:
      Robert Teaney, President

     

     

     

    
      
         

      

      
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