GLOCKWORK capital advisors September 8, 2009 Mr. George G. Levin Manager BANYON STRATEGIES VI, LLC 6007 Estate Nazareth Water Point St. Thomas, USVI. 00802 Re: Funding Facility Dear George: This letter outlines the proposed terms and conditions for a new facility to provide funding for the business currently being conducted by you and your wholly-owned affiliates, Including Banyon Strategies VI, LLC, ("Levin") together with Banyon Income Fund, LP ("BIF"), its general partner, Banyon 1030-32, LLC and their respective principals and affiliates (collectively, "Banyon"). Subject to the terms and conditions set forth below, we ("Clockwork") agree to arrange and provide a new financing facility on the following terms and conditions: 1. The Business. The business to be financed (the °Business") consists of purchasing, at a discount, settlements and related periodic revenue streams from individual plaintiffs who have settled their labor and employment or other related lawsuits or claims in a manner that provides for immediate payment of the settlement amounts into the plaintiff's attorney's trust account but the disbursement of amounts therefrom to the respective plaintiffs only over a specified time schedule (each a "Settlement"). At the time of purchase of each Settlement, the buyer pays the applicable plaintiff a specified sum in cash (the "Settlement Price") and the plaintiff assigns the payments to be made under the Settlement to the buyer. 2. Newco: Exclusive. A new special purpose entity domiciled in the U.S. Virgin Islands will be created, owned and controlled by Levin (and/or entities established for the benefit of George Levin's family) for the future conduct of the Business ("Newco"), an entity domiciled in the U.S. Virgin Islands.. Following the Closing (as defined below), other than the collection or the remaining amounts on 303 Park Avenue South #1401 New York NY 10010 EFTA01087050