Memorandum of Understanding

INTRODUCTION

This Memorandum of Understanding (MOU) for a Limited Use, Non-Transferable FINANCE CENTER license is entered into this day between Partner and Virtrue Capital Corporation. (Virtrue). The functional areas covered in this memorandum of understanding will be the use of the Private label FINANCE CENTER (FINANCE CENTER) and other services.

GENERAL PRINCIPLES

1. Partner and Virtrue are desirous of implementing this MOU immediately as time is of the essence.

2. Partner and Virtrue will agree to a frequent review of Partner's use of Virtrue's use of FINANCE CENTER and services. Virtrue will have the right to block access or cease operation if it is deemed by Virtrue to be detrimental to Virtrue's business or detrimental to Virtrue's name. The use of Virtrue's names, trademarks or service marks can and will be authorized only by Virtrue.

3. Virtrue and Partner will agree to Minimum Acceptable Service Levels ("MASLs") that their mutual objective is for the Partner FINANCE CENTER, Virtrue's technology and Virtrue content to be available to Partner and its Partners at all times. When outages occur, other than planned maintenance outages, the impact to response level service requirements and support shall be set forth below and that Virtrue and Partner shall respond to and use reasonable efforts to resolve issues in a prompt manner.

Priority 1: The Partner Site, Partner's FINANCE CENTER, Virtrue Technology and content are not functioning such that Virtrue technology cannot be obtained through the Partner's FINANCE CENTER. In such event, Virtrue and Partner shall commit full-time resources around the clock to resolve the situation.

Priority 2: The Partner Site, Partner's FINANCE CENTER, Virtrue technology and content are not functioning that Virtrue technology cannot be obtained through the Partner's FINANCE CENTER without significant delays. No work-around is available. In such event, Virtrue and Partner shall commit full-time resources around the clock to resolve the situation.

Priority 3: The Partner's FINANCE CENTER, technology and content is not functioning, but Virtrue technology can be obtained through the Partner's FINANCE CENTER; a known work-around exists and Partner and/or Virtrue is able to implement the work-around without severe interruption of the FINANCE CENTER Technology.

Priority 4: Partner requires information or assistance on Partner's FINANCE CENTER, Virtrue technology and content capabilities or configuration, or Partner reports a cosmetic or documentation issue that has no material impact on the operation of the Partner's FINANCE CENTER, Virtrue technology and Content, or Partner reports a problem or makes a suggestion that would result in an enhancement to the Partner's FINANCE CENTER, technology and content.

Partner's FINANCE CENTER, Virtrue technology and content. Virtrue will provide support for the Partner FINANCE CENTER, Virtrue technology and Content Area Monday through Friday 9AM to 5PM PST by telephone and electronic map. On a monthly basis, Virtrue shall provide Partner call reports showing the number of calls in hourly increments.

Partner Site and Partner's FINANCE CENTER Support. Partner will provide access to the Partner Site, for the Partner's FINANCE CENTER, Virtrue technology and Virtrue content Area 24 hour per day 7 days a week.

Call Response and Resolution Times. To ensure that all Partner's FINANCE CENTER, Virtrue technology and content issues and technical inquiries are reported in a standard format, Partner and Virtrue will use and comply with the priority definitions and escalation guidelines herein, and Partner and Virtrue jointly shall assign a priority to all issues submitted to the parties. Based on its priority, the parties agrees to address such issues within the following time frames:

Priority 1: Response within 1 hour.
Priority 2: Response within 2 hours.
Priority 3: Response within 4 hours.
Priority 4: Response within 1 business day.




4. Virtrue and Partner will agree to the following business model:

1. Virtrue will customize site look and feel.
2. Virtrue will set-up permissions for all personnel of the Partner.
3. Virtrue will provide 1 hour of training for personnel of the Partner.
4. Virtrue Commercial Partners receive Administration, Application and Preferred Lender (your designated lenders) module functionality.
5. Virtrue Professional Partners also receive Administration, Application and Preferred Lender (your designated lenders) module functionality.
6. Virtrue Corporate Partners receive Administration and Application module functionality.
7. Virtrue will charge Partner $250.00 for custom programming, design, content and functionality upgrades hereinafter "customization". Virtrue understands and agrees that such customization is subject to Partner's express, prior approval by facsimile, email or mail delivery
8. The percentage of revenue paid to the partner on a quarterly basis will be determined on the following quarterly submission of registrations:



1. 0 - 75 equals 5% ( 0 - 25 per month average)
2. 76 - 300 equals 10% (25 - 100 per month average)
3. 301 - 1500 equals 15% (100 - 500 per month average)
4. 1501 and over equals 20% (500 per month average)

5. Partner's duties

1. Provide any and all information on a timely basis to Virtrue, which may be required by Virtrue personnel to customize, integrate, and train Partner.
2. Maintain confidentiality of all Virtrue technology, content and processes.
3. Actively promote the use of FINANCE CENTER to staff, borrowers, lenders and vendors.
4. Remit payments to Virtrue as per this agreement.



6. Virtrue's duties

1. Maintain confidentiality of all information received from Partner.
2. Maintain and secure Partner's applicant records.
3. Disburse revenue sharing fees to Partner as agreed.
4. Customize, integrate, train and support the technology.
5. Maintain MASL's as per this agreement.



7. If Partner trademarks logo's, phone numbers and internet domains are being used by the FINANCE CENTER, Partner hereby grants Virtrue permission to display, during the term of this Agreement and the subsequent Transition Period Partner's trademarks, logo's, phone numbers, and internet domains on the web site and in print advertising and marketing materials. For purposes of this Agreement, "Transition Period" shall mean the commercially reasonable time necessary to remove the Content from the web site, not to exceed ten (10) business days. Virtrue acknowledges and agrees that nothing contained herein shall be deemed to grant Virtrue any interest or right, proprietary or otherwise, in any of the Partner internet domains, telephone numbers, trademarks and logo's.

8. Partner and Virtrue agree to keep confidential all information of Partner, Virtrue or Applicant, which is described or marked as "Confidential" or which, by its nature, can be reasonably expected to be confidential or proprietary.

9. Both parties agree that any new and additional services performed by Virtrue for the Partner will require a formal change management process to be defined in a separate document which shall be attached as an addendum to and become part of this MOU.

10. The term of this MOU shall be month to month and will automatically extend for successive monthly periods unless either party provides the other with at least ten (10) days written notice to the contrary prior to the expiration of the existing term.

11. Each of the parties hereto acknowledge that during the course of implementing the terms of this MOU they may acquire or have access to confidential and proprietary information possessed by the other. Both Partner and Virtrue agree that all such confidential and proprietary information shall remain confidential and shall not be disclosed to third parties without the express written consent of the other and that the recipient of any such information shall use the same solely for purposes of fulfilling the terms of this agreement. Neither party shall use any confidential or proprietary information in connection with or for purposes of competing, either directly or indirectly, with the other party.

12. Virtrue hereby grants permission to Partner to display, during the term of this Agreement and the subsequent Transition Period, Virtrue's trademarks and logo on Partner's web site and in print advertising and marketing materials. For purposes of this Agreement, "Transition Period" shall mean the commercially reasonable time necessary to remove the Content from the web site, not to exceed ten (10) business days.

13. LIABILITY LIMITATION
    IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER FOR ANY REASON WHATSOEVER, WHETHER ANY CLAIM FOR SUCH RECOVERY IS BASED UPON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY), AND EVEN IF THE PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF THE POTENTIAL LOSS OR DAMAGE.

14. Any disputes arising under the terms of this MOU shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Additionally, each of the parties hereto, agrees and covenants to hold the other party free and harmless from any and all claims, liability or damages asserted on account of that party's breach of the terms of this MOU or arising out of the use of the other party's confidential or proprietary information in accordance with this MOU.

Company:
Name: Virtrue Capital Corporation.
Address: 3151 Airway Avenue, Building G 3
Address: Costa Mesa, CA 92626
Telephone: 877-999-6465 Attention: Mr. Thomas Markel
Title: CEO




15. This document is a MOU and except as otherwise provided, this document shall be the agreement between Virtrue and Partner. Any modification to this document and/or its terms herein must be in writing and signed by the parties hereto.

16. Partner represents that you have read and understand the terms and conditions of this agreement and agree to be bound by them. You also agree that you will be legally bound by the terms and conditions set forth herein to the same extent as though evidenced by your original signature. You acknowledge that you are purchasing a non-exclusive, non-transferable limited license of the Finance Center. All fees and charges are non-refundable. Virtrue makes no representations, warranties and/or guarantees except as otherwise provided in the user agreement.