EXHIBIT 10.1
Conrex International Financial, Inc. d/b/a
Global Express Capital Mortgage
0000 Xxxxx Xxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
March 24, 2003
Global Express Real Estate
Investment Fund I, LLC
0000 Xxxxx Xxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Attn: Xxx Xxx Kicker
Dear Ladies and Gentlemen:
This letter agreement is to memorialize the expense sharing agreement
between Conrex International Financial, Inc. d/b/a Global Express Capital
Mortgage ("GECM") and Global Express Real Estate Investment Fund I, LLC (the
"Fund").
The Registration Statement for the Fund (No. 333-55098) declared effective
on October 4, 2001, as amended on January 17, 2002, provides under "Plan of
Distribution" for GECM, as manager, to pay all organizational and offering
expenses, including, but not limited to, legal and accounting expenses,
registration costs, selling expenses and filing fees with the SEC and state
securities commissions.
GECM also agrees to operate the Fund at its own expense, in consideration
of substantial fees and other compensation, which GECM may earn from the
operations of the Fund, including charges to borrowers for originating loans,
participations in proceeds from the sale, refinancing or other disposition of
the real estate servicing the loans after repayment of such loans and fees for
managing and selling any property received in connection with loan foreclosures
or workouts. Such charges are disclosed and charged to the Fund.
GECM agrees to pay all costs incurred by the Fund in its operations,
including, but not limited to, legal, accounting, administrative office expenses
and fees. The arrangement will continue through at least April 1, 2004. In
addition, GECM has agreed not to voluntarily terminate the offering by the Fund
prior to termination by the terms and conditions of the Fund. GECM shall be
responsible for all costs of rendering the services, including the costs of its
personnel, facilities (rent, utilities, maintenance, depreciation and other
facilities cost) office equipment and supplies and providing adequate computer
systems.
All cash used to pay the above cost of operations of the Fund shall be
that of GECM, including the portion of the proceeds of the offering, which it is
entitled to keep. There is no obligation whatsoever on the part of the Fund to
pay all or a portion of the operating costs or to reimburse or otherwise
compensate GECM for any or all of the costs, which it pays on behalf of the
Fund. By its signature below, GECM understands and acknowledges that it has no
claims against the Fund for any payments made on behalf of the Fund pursuant to
this agreement.
Global Express Real Estate
Investment Fund I, LLC
March 24, 2003
Page 2
The provisions of this Agreement may be waived, altered, amended or
repealed, in whole or in part, only with the written consent of both GECM and
the Fund.
This Agreement shall be binding on, and shall inure to the benefit of, the
parties to this Agreement and their respective legal representatives, successors
and assigns.
This Agreement shall be governed by and construed in accordance with the
laws of State of Nevada without reference to the choice of law principles
thereof.
This Agreement contains the entire agreement between the parties with
respect to the transactions contemplated hereunder, and supersedes all
arrangements or understandings with respect thereto, written or oral, entered
into on or before the date hereof.
In any part of this Agreement is held to be unenforceable or invalid under
the applicable law of any jurisdiction, the unenforceable or invalid part shall,
to the extent permitted by applicable law, be narrowed or replaced to the extent
possible to effectuate to the maximum, extent possible in intent of the parties
regarding this Agreement. To the extent permitted by applicable law,
notwithstanding the unenforceability or invalidity of any part of this
Agreement, the remaining parts shall be valid, enforceable and binding on the
parties.
IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
parties hereto by their duly authorized representatives as of the day and year
first above written.
Conrex International Financial, Inc.
d/b/a Global Express Capital Mortgage
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Xxxxxx Xxxxxx, President
Global Express Real Estate
Investment Fund I, LLC
By: /s/ Xxx Xxx Kicker
----------------------------
Xxx Xxx Kicker, V.P.
