EXHIBIT 10(m)
PROVIDER FINANCIAL SERVICES, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
March 12, 1997
EMB Mortgage Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Gentlemen
The purpose of this letter is to enter into an agreement formalizing a
relationships hereby under which Provider Financial Services, Inc. ("Provider"),
a Nevada corporation, would acquire from EMB Mortgage Corporation ("EMB") the
exclusive rights for the next ten years to develop the market and establish
distribution in the State of Washington for mortgages and mortgage related
services provided by EMB Mortgage corporation. As indicated in prior
correspondence with representatives of EMB, provider Financial is willing to
withdraw its application and release EMB from any prior intended commitment
expressed or implied with respect to the State of Nevada and acknowledge the
value of such marketing rights in Washington to be $400,000.00.
In furthering this objective, Provider Financial Services, Inc. proposes to
perform the following in connection with EMB products for the State of
Washington:
1) brokering loans to EMB
2) acting in the interests of EMB to establish net branch offices
and other outlets to secure originators submitting applications
for loans to EMB
3) distributing agent for EMB for sale or lease of Proshare
computer systems loaded with M.A.X. proprietary software to
parties as originators of loan applications to EMB.
In performing all of the above, provider would be acting as exclusive
representative for EMB Mortgage Corporation in Washington. The basic
compensation arrangement with respect to mortgage origination is that EMB
retains all Service Release Premiums and the first 12?? Basis points (1/8th of
1%) of such mortgages with Provider retaining all processing fees and remainder
of moneys earned on pricing. Payment for the performance of other services on
behalf of EMB are to be negotiated on a case by case basis. Although this
agreement is deemed effective upon execution hereof, the final arrangements
would be subject to meeting certain conditions subsequent attached hereto as
Attachment A, including the licensing of EMB's mortgage brokering activities in
Washington, which EMB will diligently pursue with the assistance and cooperation
of Provider.
Payment by Provider to EMB for the aforementioned exclusive rights to
the State of Washington shall be in the form of a Promissory Note in the
principal amount of $400,000.00 in the form and manner attached and incorporated
by this reference. This note is due and payable on or before August 31, 1997,
however, all deposits and payments made to EMB by Provider through Alliance
financial Services in connection with Provider's option to secure the subject
rights shall be credited against the payment of said Note, upon proper
accounting, within sixty days after execution of this Letter Agreement.
If the foregoing is acceptable to you, please so indicate as provided
below and return a copy to me at the above address so we may begin in ▇▇▇▇▇▇▇ to
accomplish our goals.
Thank you for this opportunity to create a team in Washington that will
work for the benefit of all concerned.
Sincerely,
Provider Financial Services, Inc.
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇▇▇▇, President
EXHIBIT 10(m)
ACCEPTED:
EMB Mortgage Corporation
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
II-2
EXHIBIT 10(m)
ATTACHMENT A
------------
1. EMB shall pay all expenses required to become licensed as a mortgage
lender in the State of Washington.
2. EMB will supply Provider with all necessary for Provider to operate as a
mortgage broker in the State of Washington, at EMB's cost.
II-3
EXHIBIT 10(m)
PROMISSORY NOTE
---------------
$400,000.00 Las Vegas, Nevada
March 12, 1997
FOR VALUE RECEIVED, the undersigned, a Nevada corporation, promises to pay to
EMB MORTGAGE CORPORATION, or order, the principal sum of $400,000.00, together
with interest on the outstanding balance of such principal sum computed at the
rate of eight percent (8%) per annum from date hereof.
The principal balance, together with all accrued interest thereon, shall be
due and payable, in full, on August 31, 1997.
There shall be no penalty for prepayment of principal at any time following
the date hereof.
If this Note is not paid in full when it becomes due, Maker agrees to pay all
costs and expenses of collection, including reasonable attorney's fees.
PROVIDER FINANCIAL SERVICES, INC.
A Nevada corporation
by:/s/ ▇▇▇▇▇▇ ▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇, President