CONSULTING AGREEMENT AGREEMENT made and entered into as of the ____ day of _____ 20xx, by and between ______________,

having an address at _______________ (Consultant") and _______________, having its office and principal place of business at ______________________("Company"). WITNESSETH: WHEREAS, the Consultant and/or its principals, as the case may be, have experience in the financing industry; and WHEREAS, the Company is considering a debt and or equity capital raise; and WHEREAS, the Company desires to retain the Consultant, and the Consultant desires to be retained by the Company, to advise the Company with respect to its capital raising activities and on-going operations. NOW, THEREFORE, the parties hereto, in consideration of the premises and mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows: 000000001. Scope of Engagement; Availability of Consultant.

A. During the term of this Agreement, the Consultant shall be retained to advise the Company with respect to financial or operational matters including, without limitation, business development, development of debt or equity financing, structuring and negotiating the financing and such other functions as the officers and/or board of directors of the Company may reasonably request in accordance with the terms of this Agreement. B. The Consultant shall render such services to the best of its ability. The Consultant shall not engage in any capacity or activity which is contrary to the welfare, interest or benefit of the business conducted by the Company. Neither the Consultant nor any of its principals, members, officers and/or employees shall be required to provide their entire business time, ability and attention to the business of the Company. Notwithstanding the foregoing, the Consultant shall provide such consulting services at such times that are reasonably satisfactory to the Company. No term or condition of this Agreement shall be deemed to prohibit the Consultant, and the Consultant shall not be prohibited by reason of this Agreement, from (i) providing services of the same type as the services provided by the Consultant hereunder to Company notwithstanding the fact that said
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Consultant is or may be engaged in a business or businesses which is, are or may be in competition with the business or businesses conducted by the Company, directly or indirectly and/or (ii) advising, consulting or otherwise assisting in any manner whatsoever any developer, owner or other borrower entity with respect to its timeshare, banking and/or financing needs or requirements. C. The Consultant shall generally make themselves available hereunder during the hours of 8:00 A.M. to 7:00 P.M., Monday through Friday. 120000002.0 Term of Agreement.

Subject to the terms of this paragraph 2, this Agreement shall commence on <date> (Commencement Date) and shall continue up to and including the completion and closing of all aspects of the proposed Company transaction ("Expiration Date"). However, Consultant and Company shall have the right to extend this agreement for the term of the Company/Company relationship (Extension Period). 3. Compensation.

A. As compensation for the consulting services rendered to the Company hereunder, the Company shall pay to the Consultant the following amounts: (i) a base consulting fee payable upon successful funding by an investor to whom we introduce Company; for an investment in Company holding company or operating company equity: a ____% fee vs. equity capital invested; and (ii) a fee payable upon successful funding by an investor to whom we introduce Company; for an investment in Company holding company or operating company debt: a ____% fee vs. principal invested; and (iii) a fee in the aggregate amount of ____% percent equity interest in the Company holding company. Such equity interest will be in the form of either warrants with a de minimus strike price or as an outright granted equity interest granted and transferred at closing of the transaction between Company and any investor introduced by Consultant. (iii) a fee in the aggregate amount of ____% percent equity interest in the Company Operating company. Such equity interest will be in the form of either warrants with a de minimus strike price or as
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an outright granted equity interest granted and transferred at closing of the transaction between Company and any investor introduced by Consultant. B. In addition to the amounts paid by the Company to the Consultant pursuant to the provisions of Article 3.A or 3.B hereinabove, the Company shall pay to the Consultant any additional expenses that are incurred as a result of the engagement. Consultant shall seek pre-approval in writing or email on any expenditure in excess of $_____ from the Company in order to be eligible for reimbursement by the Company. C. Accounts introduced to Company include any investors which Consultant notifies Company via email are potential investors that consultant wishes to solicit interest from. Any such investors will be considered Consultant introductions for a period of 18 months from the date on which Company approves the investors for solicitation. D. In the event that the Company fails to pay any of the amounts due and owing to the Consultant pursuant to the provisions of paragraphs 3.A or 3.B and 3.C above within five (5) days of the date that such amounts are due, then in such event, the Company shall be deemed to be in material breach of its obligations to the Consultant hereunder and the Consultant, in addition to any other rights and/or remedies which the Consultant may have, shall have the right to immediately terminate this Agreement by giving written notice to the Company. Upon a termination of this Agreement pursuant to this paragraph 3.C, the Consultant shall have no further obligation to the Company of any nature whatsoever. E. Notwithstanding anything contained herein to the contrary, it is expressly acknowledged and agreed by the Consultant and the Company that the Consultant shall not be entitled to any health insurance coverage, and the Company shall not be required to pay any health insurance premiums on behalf of the Consultant, of any nature whatsoever by virtue of this Agreement. Additionally, the Company shall have no liability of any nature whatsoever, direct or indirect, with respect to any taxes which may be incurred in connection with the compensation of the Consultant by the Company in accordance with the terms and conditions of this Agreement. The Consultant and the Company hereby confirm that the Consultant is strictly an independent contractor and shall in no event, by reason of any provision set forth in this agreement or otherwise, be deemed to be an employee of the Company. The Company shall issue an Internal Revenue Service Form 1099 to the Consultant with respect to the compensation paid to the Consultant pursuant to paragraphs above. 4.0 Confidential Information.
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A. The Consultant recognizes and acknowledge that Consultant has had in the past, currently has, and in the future will have, access to certain confidential information of the Company that are valuable, special and unique assets of the Company. The Consultant shall not disclose any such confidential information to any person, firm, corporation, association or other entity for any purpose whatsoever, except as is required in the course of performing its duties to the Company unless (i) such information becomes known to the public generally through no fault of the Consultant or (ii) disclosure is required by law, subpoena or the order of any governmental authority or court, provided, that prior to disclosing any information pursuant to this clause (ii) the Consultant shall, if possible, give prior written notice thereof to the Company and provide the Company with the opportunity to contest such disclosure. B. Because of the difficulty of measuring economic losses as a result of the breach of the foregoing covenants, and because of the immediate and irreparable damage that would be caused for which the Company would have no other adequate remedy, the Consultant agrees that the provisions of Article 4.A hereinabove may be enforced against her by injunctions, restraining orders and other equitable actions. Nothing herein shall be construed as prohibiting the Company from pursuing any other available remedy for such breach or threatened breach of Article 4.A hereinabove. C. Upon expiration of the term of this Agreement, the Consultant shall surrender to the Company all lists, books, records and documents provided by, belonging to, relating to or used in connection with the Company's business and/or all other property belonging to the Company or to the Company's customers. 5. Invalidity and Severability.

If any provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and, to that extent, the provisions of this Agreement are intended to be and shall be deemed severable. 6. Notices.

All notices, demands and/or other communications required or permitted hereunder shall be in writing and may be given to the party to be notified (i) by personal delivery or (ii) by delivery through a nationally recognized overnight courier service with receipt requested as follows: If to the Company, addressed to it at:
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____________________ ____________________ ____________________ If to the Consultant, addressed to it at: ____________________ ____________________ ____________________ With a copy to: ____________________ ____________________ ____________________ or to such other address or counsel as any party hereto shall specify pursuant to this Article 6 from time to time. Notices given by personal delivery shall be deemed to be received on the day given and notices given by nationally recognized overnight courier service shall be deemed to be received on the next business day after deposit with such nationally recognized overnight courier service. 8. Assignment.

A. This Agreement and the rights and obligations of the parties hereto shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, beneficiaries and personal representatives. B. The parties acknowledge that the services to be provided by the Consultant hereunder are unique to the Consultant. Accordingly, the Consultant may not assign any obligation hereunder without the prior written consent of the Company, which may be withheld for any or no reason. 9.0 Waiver of Breach.

Waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by such other party. The failure of any party hereto to take any action by reason of such breach shall not deprive such party of the right to take action at any time while such breach continues. 10. Entire Agreement.

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This instrument contains the entire agreement of the parties as to the subject matter hereof and supercedes any and all other agreements of the parties as to the subject matter hereof, except for matters related to nondisclosure and non-circumvention. Such matters will be covered under separate agreement. It may not be changed, modified, extended or discharged orally, and no provision hereof may be waived orally, but only by an agreement in writing signed by the party against whom enforcement of any change, modification, extension, discharge or waiver is sought. 11. Applicable Law.

This Agreement shall be construed in accordance with the laws of the State of _________ without regard to any principles of conflicts of law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the day and year first above written. Company
BY: PRINTED NAME: TITLE: DATE:_______________________________________

_______________________ (Consultant)
BY: PRINTED NAME: TITLE: DATE:_______________________________________

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