Net Branch Agreement

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11/3/2009
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Dear Prospective Net Branch: Thank you for your interest in becoming a Commercial Capital Ltd. Net Branch! Although I call it a Net Branch, it is really more like a partnership – you, me and aggressive go-getters from around the country teaming up to revolutionize the commercial industry. We had 556 net branches as of year-end 2008 and we are shooting for 900 by the end of 2009. Can you imagine the marketing and pricing power of 900 BRANCHES – not just people! We will be a force to be reckoned with. We are already achieving volume yield spread and pricing with some lenders and my goal is to keep working on improving and building your volume, benefits and pricing. Enclosed is information about this opportunity. Please review, think about it and pray about it and then call me to see if this net branch concept is right for you. Commercial loans were up over 30% in 2005 and it is the next great boom for brokers. Your decision is a simple one…go it alone or team up with the only Commercial Net Branch and leverage our pricing, lenders, knowledge and support to create something better than you or I can on our own. It’s a partnership really; a partnership based on profits and fun where you keep 90% of the profits and 100% of the ownership – you can’t beat that with a stick! Review the enclosed information and then call Emily Fine to discuss it; answer any questions you may have and if the fit is right – she can get you the simple contract to get going. To a successful partnership and an awesome 2009! Sincerely, Brian L. Peart President Commercial Capital Ltd. A division of Nexus Financial Group, Inc. 367 Athens Hwy. Suite 600 Loganville, GA 30052 Ph: 770-908-1672 Fax: 770-908-1674 Toll-free: 866-355-1244 WHY A COMMERCIAL CAPITAL NET BRANCH?  LEVERAGE:  Our lenders  Our Training  Our templates/forms plus  PAYOUTS* plus  SUPPORT = $$$ PROFITS $$$ **90% payouts available after closing 2 commercial deals at a 70/30 commission split. 367 Athens Hwy. Suite 600 Loganville, GA 30052 Ph: 770-908-1672 Fax: 770-908-1674 Toll-free: 866-355-1244 Leverage Our Lenders We have over 50 lenders; with a host of niches and competitive rates… here are some sample products available:  Acquisition & Development Financing - $10 Million to UNLIMITED!  Multifamily – New Construction / Substantial Rehab – 90% Loan-To-Cost  Church loan financing with fixed rates in the 6’s-very competitive and 30 year amortization to boot!  Alt-A church product to 80% LTV and 4 times the tithe!  Church Bond Money program  FHA & FNMA Apartment Loans  Non-recourse lenders  Hard money loans, gas stations, odd use properties and so much more… And of course your “cream puff” normal loans on apartment complexes, warehouse, mixed use, etc. IF YOU WANT TO COMPETE – YOU NEED THESE LOANS!!!! 367 Athens Hwy. Suite 600 Loganville, GA 30078 Ph: 770-908-1672 Fax: 770-908-1674 Toll-free: 866-355-1244 Leverage Our Training! We don’t want you out there flying blind and representing us. You can leverage our nationally known training to amp up your volume quickly:      Our Commercial Training Course is just part of the training. You also get live packaging training from our underwriter. Learn how to pre-qualify, package and place your loans. Learn Marketing strategies to increase your pipeline quickly. Learn key information like how to calculate Debt Service Coverage and quickly determine whether you have a deal or not. And of course, you get monthly conference calls with Brian and a new niche lender each month so you are always growing and learning. Knowledge is power…and that knowledge comes FREE with a Commercial Capital Net Branch. You can thrive in Commercial Mortgages! 367 Athens Hwy. Suite 600 Loganville, GA 30078 Ph: 770-908-1672 Fax: 770-908-1674 Toll-free: 866-355-1244 Leverage Our Support! The number one complaint I hear from Residential Net Branches is no support – that won’t happen with our Commercial Net Branch… Here is what you get… All the forms, templates, and applications ready to customize for you – I am talking church loan apps, commercial apps, marketing, reports, the works! ***Our lender list tells you who to go to, the name of the contact and brief description of what they do. You will know who to go to for SBA loans, who to call for Church loans and who to call for Multi-family – our list and our training assure it. Our commercial department is available 9-5 for additional assistance. You have access to Brian Peart every month in the conference calls but it gets even better…. You get 6 months FREE of askbrianpeart.com allowing you to access Brian every day with questions. Not sure how to structure something? Ask Brian. He will answer and then delete the question so others outside our net branch circle do not see the answers. Want to know how to market something or handle something? Ask Brian. It is like having Brian on call as a mentor and coach to help you build your business. And there is NO MONTHLY OR YEARLY FEES FOR THE NET BRANCH!!!! ***This benefit will begin after you close (2) commercial deals under the 70/30 commission split SAMPLE MARKETING PIECES With a Commercial Capital net branch there is no need to re-invent the wheel! All of Brian’s marketing fliers and tools are available to you to tweak and run with. PLUS, Brian has monthly conference calls where he helps you with ongoing marketing strategies and planning. PLUS, as part of your set-up as a branch, you get Brian’s Top Producer for Commercial with over 2 hours of marketing strategies. Don’t just do a few commercial deals here and there; DOMINATE your marketplace with proven sales and marketing strategies. YOU CAN DO IT….WE CAN HELP! Commercial Capital Limited A division of Nexus Financial Group 866-355-1244 DEVELOPMENT MONEY – WE GOT IT!!!  $ 10 Million to UNLIMITED!  International as well  Terms and structure will vary by deal  Tier 1 & Tier 2 Developers Only  All properties and projects considered, but the deal MUST be strong.   No daisy chains accepted Must have access to the principals ________________________________________________________________________________________________________________________ Please keep in mind that there are more deals needing money than money to lend so only the better deals get funded. To find out if we can help you, just call us at: 1-866-355-1244. It costs nothing to see if we can help you! Call us today at: 1-866-355-1244 Commercial Capital Limited A division of Nexus Financial Group 367 Athens Hwy. Suite 600 Loganville, GA 30052 Phone: 770-908-1672 Toll-free: 866-355-1244 Fax: 770-908-1674 Commercial Real Estate Financing Use of Loan Proceeds: Existing Business, Owner Occupied; no investors General purpose commercial real estate No ground leases. Single loan closing on construction. $250,000 to $2,000,000 Special programs to $2,500,000 10% of Total Project Costs. 15% for restaurants. Total Project Costs can include moving expense, equipment, furniture, working capital, refinance of business debt, etc Term up to 25 years. Fully amortized (no balloon). Dependent upon strength of business. Rates from P+1.25% - 2.5% variable Based on historic cash flow of the business. Minimum Debt Service Coverage= 1.15x for last yr + interim. For restaurants, chiropractors: DSC=1.35x for last yr+interim Expansion loans for medical practices with increasing trends. LTV can be over 100% SBA requires from all 20% or more owners. Loan Amounts: Cash/Equity Injection: Loan Terms: Interest Rates: Repayment Ability: Collateral: Personal Guaranty: Our underwriters are professionally trained to keep the interest of the professional a priority. They are experienced in working with borrowers of all sizes. Thus, they can fund loans anywhere in the country! So please call one of our underwriters today at 1-866-355-1244! “The Next Level in Mortgage Service!” LIMITED – USE PROPERTIES PROGRAM FEATURES $250,000 – $3,000,000 Automobile Dealerships Automotive Service and Repair Assisted Living Facilities Grocery Stores and Markets Educational / Day Care Car Wash (Full Service and Coin Op) Funeral Homes Restaurants Bowling Alleys Properties with excess land RV Parks Purchase Refinance Cash Out Refinance 90% Owner Occupied Purchases (SBA 504) 65% Purchase (Non-SBA, up to 90% CLTV) 65% Refinance / 60% Refinance Cash-out 25 years fully amortized 20 years fully amortized 15 years fully amortized 650 5 YR Fixed SBA 504 Adjustable Conversion No Balloon Payment Broker or referral source 100% protected Flexible Underwriting No Lender Points Quick Closings Simple Documentation Rate locks available at no cost LOAN LIMITS PROPERTY TYPES LOAN TYPES MAX LTV LOAN TERMS MIN FICO AVAILABLE PROGRAMS THE Commercial Capital Ltd. DIFFERENCE Rev 09.20.07 Commercial Capital Limited A division of Nexus Financial Group 367 Athens Hwy. Suite 600 Loganville, GA 30078 Phone: 770-908-1672 Toll-free: 866-355-1244 Fax: 770-908-1674 Church Real Estate Financing Property Types: Loan Proceeds: Sanctuaries, Schools, Expansion Acquisition, Refinance, Construction, Cash-Out Trustee Guarantees: None Size: Fast Close: $200,000 - $30 million 45-60 days Cash Flow Multiple: 3-4x Unrestricted Contributions LTV: Term: Interest: Prepayment: 66% - 80% 25-40 Years; Open-Ended for additional Borrowings Fixed Rate @ 190-220 over Treasuries No Penalty Construction Bonds: None required for qualifying projects Our underwriters are professionally trained to keep the interest of the church a priority. They are experienced in working with churches of all sizes. Thus, they can fund loans for any denominations anywhere in the country! So please call one of our underwriters today at 1-866-355-1244! 367 Athens Hwy.., Suite 600 Loganville, GA 30052 Ph: 770-908-1672 Fax: 770-908-1674 Toll-free: 866-355-1244 www.commercialcapitalltd.com COMMERCIAL FINANCING FOR BUSINESS & INDUSTRY SBA Loans Loan Amounts from $250,000 to $5,000,000 Loans are available for NEW and EXISTING businesses: Repayment terms up to 30 years As high as 90% financing Competitive rates Some balloon payments or call provisions You can benefit from FULLY AMORTIZED FINANCING for: Purchasing a business Expanding a business Purchasing equipment or inventory Refinancing and debt consolidation Purchase or refinance of owner-occupied commercial real estate We have programs specifically designed for: Assisted Living Facilities, Child Care Facilities, Franchise Purchases, Funeral Homes, Grocery and Convenience Stores, Hotels, Manufacturing, Medical Offices, Start-up Businesses and many more! Referral fees are paid! “The Next Level in Mortgage Service!” Page 11 of 17 What are you waiting for! It is said that destiny waits for no man. You get:  To leverage all our training, forms, templates and knowledge and do loans anywhere in the country. You get the type of volume-pricing incentives that you can not get apart from a net branch (this can be between 1 and 3 points in yield spread you would not get on your own – that is huge money on a $1,000,000 dollar loan!) You get all our support and ongoing coaching and mentoring and guidance from Brian Peart and…   YOU GET TO KEEP THE LION’S SHARE OF PROFITS!!! All this for a nominal set up fee and NO yearly charges or fees – Call Emily Fine today for the contract or for more information and let’s team up to revolutionize the Commercial Mortgage Marketplace! Call 866-355-1244 and talk to Emily at ext. 2225 to get the ball rolling! Page 12 of 17 Commercial Capital, Ltd. Net Branch Agreement Whereas, (Firm Name), hereinafter referred to as Branch, and Nexus Financial Group, Inc. / Commercial Capital, Ltd., hereinafter referred to as Company, desire to enter into a mutually beneficial Net Branch agreement for Commercial Business Loans. And whereas, Branch desires to become affiliated with Company and become a branch of the Company in pursuing commercial Real Estate loans. This agreement will cover the entire agreement between the parties, real and implied. This agreement lays out the responsibilities of both Branch and Company. The Company agrees to provide the following:  90% payout on all closed commercial loans originated by Branch AFTER THE FIRST 2 CLOSINGS***. ALL commercial loans MUST close in the Company’s name. Upon receipt of the money and HUD from the closing by Company, Branch will receive their commission, 90%, via overnight mail from Company. The 90% covers ALL broker fees, including, but not limited to, points, discount points, origination fees, and processing fees charged. Branch and Company agree that this 90/10 split is just compensation under this agreement. ***Due to the nature of commercial, we have found that extra tutelage is needed initially to ensure your success. Because of this, your initial deals will be run through Brian Peart or Rachael Eyzaguirre and they will help you place them and close them on a 70/30 split with the branch making 70%. After 2 closings, branch will qualify for 90% payouts and have access to the lender’s list and hot list.  AFTER THE FIRST 2 CLOSINGS, Company will then provide access to all their lenders and direct access to those lenders reps and underwriters to the Branch. Branch will be FULLY responsible for processing their loans and dealing direct with underwriters and lenders at that time (see below responsibilities of Branch). Company will provide assistance in setting up including all forms, etc. that Company currently uses on Company Templates delivered via email for easy printing. Company will provide access to Askbrianpeart.com for 6 months free for initial ongoing support and general commercial questions. Branch will have access to the Commercial Coordinator at Headquarters as well for general support. Company will provide a monthly marketing and pump up conference call with Brian Peart directly and the other Net Branch Owners. This will be a powerful time of insight, knowledge, and marketing strategies and brainstorming. Company will provide the Commercial Capital Training DVDs free of charge if not already owned by Branch. Their viewing is a requisite of this agreement (see below). Company will be doing commercial loans with Commercial Capital, Ltd. and at the same time will still be doing any and all residential loans through another company. By doing so, this will not be a violation or a breach of the above said contract.     Page 13 of 17 The above encompasses the responsibilities of the Company under this agreement. The Branch agrees to provide/adhere to the following:  A reduced, one-time Branch setup fee of $1,995.00 is required up front at the signing of this agreement by the Branch. Branch will be able to write commercial loans anywhere in the US. It is hereby agreed that this fee is fair and reasonable to cover all costs involved in setup. This fee is not a deposit and is not due branch should the parties not desire to continue in partnership after the 3 year period.  Branch agrees that they will operate under the Commercial Capital Ltd. banner in their commercial dealings and takes FULL responsibility for placing and processing the loans after the second loan is closed, with any questions answered by Commercial Capital Ltd. All loans must close in the name of Company, regardless of the lender that closes the loan. Branch agrees to watch the Commercial Training DVDs available from Company. Knowledge is power and this is a requirement of this agreement. Commercial Capital Ltd. will help the Branch if they have any questions. Company is available for general support and marketing assistance only. Company will provide DVDs FREE of charge if Branch does not already own. AS PART OF THE $1,995.00 FEE, Branch will receive 6 free months of askbrianpeart.com which will allow for specific questions on finding a home for a loan and specific marketing questions of Brian Peart. It is agreed by Branch that the combination of the DVDs and the askbrianpeart.com site will be sufficient support for general “where to go or how to do” questions. At the end of the 6 months, Branch will need to pay for access to askbrianpeart.com at either the normal monthly rate or the discounted yearly rate if it requires ongoing specific scenario support. For every loan Branch closes (excluding Lines of Credit, Credit Card Receivable Financing and small Factoring Financing deals), they will get the askbrianpeart.com website Free for another 6 months. Branch acknowledges that it is a net branch and as such, is responsible for their own expenses in underwriting, overnight charges, etc.    As further consideration under this agreement it is acknowledged that the following is also agreed upon:  Company hereby states that it has no outstanding lawsuits against it and is in good standing with all appropriate Government branches. Company agrees to hold harmless and indemnify Branch from any lawsuits or actions that arise out of any of its operations, whether retail or commercial. Branch is a separate entity for said purposes. Branch hereby states that it has no outstanding lawsuits against it and is in good standing with all appropriate Government Branches. Branch agrees to hold harmless and indemnify Company from any lawsuits or actions that arise out of any of its operation, whether retail or commercial. Branch is a separate entity for said purposes.  Page 14 of 17  In addition to this agreement, the Non-Circumvent, Nondisclosure Agreement will need to be signed by both parties protecting their contacts should this agreement be cancelled after three years. This Non-Circumvent agreement is part of this net branch agreement and of equal importance to this agreement. Should Federal or State Laws make any part of this agreement null and void, it will not mean that the rest of the agreement is null and void. This agreement is for three years with an option to renew for another 3 years at the end of said period. The three years begins with the receipt of signed contract and set up fee the “date”. Both parties must extend this agreement in writing. ONE-YEAR OUT CLAUSE: After one year the parties may terminate this agreement by mutual consent only. IF it is terminated, both parties must agree on it in writing. Should it be cancelled, all responsibilities of both parties will be null and void. All loans still in process at the time of cancellation will still be closed under the agreement. The attached Non-Circumvent agreement will still be in force even if this agreement is cancelled. This is to protect both parties. Company hereby agrees not to terminate Branch solely to receive additional money for a new license. Branch hereby acknowledges that their status as a net branch is exclusive to them and shall not be transferred or sold without written agreement from Company. It is further understood that this agreement may be modified, by mutual consent, over time. As a partnership, both parties agree to work together to find the optimum mutually beneficial arrangement and to make their best efforts to do so. ___________________________________________________ Brian L. Peart, President Nexus Financial Group, Inc. AKA “Company” ___________________________________________________ Signature ___________________________________________________ Name ___________________________________________________ Company Name, AKA “Branch” Page 15 of 17 IRREVOCABLE AND NON-CANCELABLE NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT THE UNDERSIGNED PARTIES INTENDING TO BE LEGALLY BOUND DO HEREBY IRREVOCABLY AGREE: 1. NOT TO CIRCUMVENT, AVOID, BYPASS, OR OBVIATE EACH OTHER DIRECTLY OR INDIRECTLY. This agreement is to confirm that each of the undersigned signatories will not deal with any entity introduced by the other signatory without knowledge and written permission of the introducing signatory. Also included within this context is any entity in which a signatory has an interest. The parties confirm that the terms of this agreement expressly cover acts of negligence and inadvertent disclosure, which are a violation of this agreement. 2. NOT TO AVOID PAYMENT OF FEES OR COMMISSIONS. IN ANY TRANSACTION WITH ANY ENTITY, corporation partnership or individual revealed by either party to the other in connection with any project, service renewal, extension, re-negotiation, contract agreement, third party assignment, communication or conversation. Should the introducing party not be notified of any contact or should any non-signatory, their employees, agents, officers, partners, associates or consultants through direct or indirect introduction by a signatory result in successful placement of a transaction with any entity, person, company, firm, corporation, organization, the introducing signatory agrees and guarantees to pay any and all commissions and fees received by said signatory on any and all such transactions to the other signatory, unless otherwise agreed to in writing by the parties hereto. 3. NOT to disclose or otherwise reveal to any third party any confidential information provided by the other, particularly that concerning lenders, sellers, borrowers, buyers names, bank information, codes, references and/or any such information advised to the other as being confidential or privileged without the written consent of the other. It is agreed and understood that each signatory agrees to keep confidential the names, addresses, telephone numbers, tax numbers and fax numbers of any contacts introduced by the other signatory, unless prior written permission is given by the introducing signatory. 4. This agreement shall be for a period of three (3) years and is irrevocable and non-cancelable. It is to be applied to any and all transactions, past, present and future, of the introducing signatories regardless of the success of the project. The signatories agree that the identities of only the parties who are introduced under this agreement are currently, and shall forever remain, the proprietary asset of the introducing signatory. 5. This agreement shall be binding on the parties hereunder signed, their successors and assigns. The signatories confirm by execution of this agreement that any company, firm, corporation, partnership, organization or entity o which they are an employee, member, officer, partner, or agent, is bound by this agreement. Page 16 of 17 6. All moneys due and owing from any client transaction undertaken by both parties will be irrevocably and unconditionally guaranteed to be paid without legal impediment upon request. If any ambiguity arises concerning the amount of damages, Liquidated damages will be $10,000 per violation. 7. Should violation, disagreement or dispute occur between contracting parties arising out of, or connected with this agreement, which cannot be adjusted by and between the parties involved, the disputed disagreement shall be submitted to the American Arbitration Association located in Georgia and all parties agree to abide by the decision of the referees of said Association. Judgment, upon award, may be entered in any court having jurisdiction thereof. 8. In the event of any conflict between the terms of this Agreement and any Loan Authorization Agreement, the terms of the Loan Authorization Agreement shall prevail. In the event that either of the parties resorts to legal action against the other, the prevailing party shall be entitled to reimbursement from the other party for all reasonable attorney fees and other costs incurred in such action. This agreement shall be construed and enforced in accordance with the applicable laws and regulations of the State of Georgia and of the United States in Gwinnett County Georgia. 9. In the event any one or more of the provisions of this agreement shall, for any reason, be held to be invalid, illegal, or unenforceable, the remainder of this agreement shall not be affected thereby. 10. This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes and repatriates all prior negotiations and proposed agreements, written, or oral. Neither of the parties may alter, amend, nor, modify this agreement except by an instrument in writing signed by both parties, or their duly authorized representatives. 11. Additionally, the signatories agree that this instrument may be negotiated via telefax/facsimile/fax transmission, and the respective parties accept the signatures by fax as though they were original. BY OUR SIGNATURES WE CONFIRM WE HAVE FULL AUTHORITY TO EXECUTE THIS AGREEMENT AND OBLIGATE ALL COMPANIES, FIRMS, CORPORATIONS, PARTNERSHIPS, ORGANIZATIONS, INDIVIDUALS AND/OR ENTITIES REFERENCED HEREIN. __________________________________________ Dated______________ Signature _____________________________________________________________ Please Print Name _____________________________________________________________ Company Name (Please print or type) _________________________________________Dated_______________ Brian L. Peart, Nexus Financial Group Page 17 of 17

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