BRANCH MANAGER AGREEMENT

THIS "AGREEMENT" is made and entered into by and between Americash, a California corporation ( " Employer") and Xxx Xxxxxxx ("Employee").

B. Employer and Employee desire to enter into this Agreement to establish the terms and conditions of Employee's employment as a branch manager as set forth below.

NOW, THEREFORE, in consideration of the foregoing premise, as well as the promises, covenants and conditions set forth herein, the parties agree as follows:

1. Employment: Employer hereby employs Employee in the capacity of Branch Manager of Employer's offices located at 00000 X. Xxxxxxxxxx Xxxx, Xxxxxxx, XX 00000. Employee accepts such employment. Employee's job duties and responsibilities, to be performed with the approval and concurrence of the President of Employer are as follows:

C. Supervise and implement general marketing strategies for the Branch in accordance with Employer's general plans and policies; and

D. Generate and process loans in accordance with Employer's general plans and policies and in compliance with Employer's underwriting standards.

Such duties may be curtailed, augmented or modified from time to time as deemed mutually agreeable to Employee and Employer. Employee will at all times perform his job duties in an honest and ethical manner and will, at a minimum, comply with the provisions of any and all state or federal statutes, laws, rules or regulations applicable to Employer or of any requirement of any federal or state agency having jurisdiction over Employer including but not limited to the United States Department of Housing and Urban Development.

Employee acknowledges and agrees that Employee will devote his utmost knowledge and best skill to the performance of his duties and will devote his full business time to the rendition of such services. Employee will not engage in any other gainful occupation, including but not limited to marketing, distribution or development of any products related to the real estate loan industry which requires his personal attention without prior written consent of the President of Employer ("President"). Americash is aware that Xxx Xxxxxxx is CEO of SDI.

1.1 Employees of Branch Managers. Any and all Employees hired by Branch Manager shall have completed a "new hire employee package". This package shall be submitted to Americash's corporate office. All prospective employees shall be first approved by Americash prior to employment. No individual is permitted to become an employee without corporate approval. Americash agrees that approval to hire shell

not be unreasonably withheld and that a response will be provided to Branch Manager within 3 days of receipt of the prospective employee's information at Americash's corporate office. All agreements for compensation or other agreements made with prospective employees shall be first approved by Americash. With the permission of the main office, Branch Managers may choose to hire an employee(s) to assist with their needs. Prior to hiring any employee, the necessary new hire paperwork and background checks must be completed and received by the main office. It will be the responsibility of the Branch Manager to provide the necessary funds to cover the wages and employer taxes of any persons working under them. Should any Branch Manager fail to maintain the required branch reserves, their employee(s) may be terminated and any pay due to the employee(s), exceeding the account balance, will be deducted from the Branch Manager's next loan funding. A commission paid position (i.e. loan officer) does not require a reserve or deposit by the Branch Manager provided that the commissioned employee is paid upon funding. ALL compensation agreements are to be in writing and included in new employee package to be reviewed by Americash's corporate office. Americash will provide the Branch Manager with 2 day's prior written notice of the failure to maintain the required branch reserves before any employee(s) are terminated.

2. Uniqueness of Employee's Services. Employee hereby represents and agrees that the services to be performed by him under this Agreement are of special, unique, unusual, extraordinary and intellectual character which gives them a particular and peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Employee, therefore, expressly agrees that Employer, in addition to any other rights or remedies which Employer may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of this Contract by Employee.

3. At-Will Employment. Employee and Employer understand and expressly agree that Employee ' s employment may be terminated by Employer or by Employee at any time, with or without notice and with or without cause. Employee and Employer expressly agree that this provision is intended by Employee and by Employer to be the complete and final expression of their understanding regarding the terms and conditions under which Employee's employment may be terminated. Employee and Employer further understand and agree that no representation contrary to thus provision is valid, and that this provision may not be augmented, contradicted or modified in any way, except by a writing signed by Employee and by the President.

4. Compensation. As compensation for the services to be rendered by Employee hereunder, Employer shall pay Employee pursuant to the schedule attached hereto as Schedule "A", less withholding for state and federal taxes and employee portions of FICA and SDI. Any fees from loans generated by Employee prior to Employee's termination with Employer, but which loans close after, but within thirty (30) days of Employee's termination, for whatever cause, will be paid to Employee, according to the schedule referenced above in this subparagraph. The payment of commissions to Employee shall be subject to the following provisions: