0001354488-06-000538 Sample Contracts

Form of Non-statutory Option Agreement
Non-Statutory Stock Option Agreement • September 14th, 2006 • MFC Development Corp • Real estate

MFC Development Corp. (the “Company”) hereby grants to Jay Hirschson, Director of the Company (the “Grantee”), the option to purchase from it, upon the terms and conditions set forth herein, an aggregate of Fifteen Hundred (1,500) shares of the authorized and unissued Common Stock of the Company now listed on the NASDAQ Bulletin Board with the symbol MFCD. The option is at One Dollar Ninety Cents ($1.90) per share and may be exercised in whole or in part, at any time and from time to time up to July 15, 2009. Notice of exercise shall be delivered to the Company, stating the number of shares with respect to which the option is being exercised and specifying a date not less than fifteen nor more than thirty days after such notice on which the Grantee will take up and pay for such stock. On the date specified in such notice, the Company will deliver to the Grantee certificates for the number of shares with respect to which the option is being exercised, against payment for them by certi

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CONSULTANT AGREEMENT PRIVILEGED AND CONFIDENTIAL
Consulting Agreement • September 14th, 2006 • MFC Development Corp • Real estate • New York

This agreement (“Agreement”) is made and entered into as of the 15th day of June 2005 hereby confirms the overall agreement and payment of Consulting Fees from Worldwide Excellence, Inc. its successors, assigns and affiliates (“WEI”), to Castlebridge Enterprises, Inc. (“Consultant”) for providing introduction to, and limited advice concerning possible deal points on a particular transaction for, Finance Sources (“Source”) as listed in Exhibit A, in accordance with, and subject to, the terms of this Agreement.

Transition Services Agreement Jeffrey Edell dated June 2006
Transition Services Agreement • September 14th, 2006 • MFC Development Corp • Real estate

In response to your 60-day written notice of voluntary resignation dated June 6, 2006, I would like to define your duties during the Transition Period. The Transition Period shall begin on June 6, 2006 and continue for sixty (60) days in accordance with paragraph 4.B(iii) of your Employment Agreement, except as modified and agreed to herein. During the Transition Period, you agree to provide, at the Company's request, the following non-exclusive transition consulting services (“Transition Services”):

INDEPENDENT CONSULTING AGREEMENT
Consulting Agreement • September 14th, 2006 • MFC Development Corp • Real estate • California

This Independent Consulting Agreement (“Agreement”), effective as of June 27, 2006 (“Effective Date”) is entered into by and between MFC DEVELOPMENT CORP., a Delaware corporation (herein referred to as the “Company”) and RB & AJ ASSOCIATED HOLDINGS, INC., a California corporation (herein referred to as the “Consultant”).

Loan Agreement with HSK Funding, Inc.
Demand Promissory Note • September 14th, 2006 • MFC Development Corp • Real estate • Florida

This Note replaces and restates, with an increase in the principal amount, the Payor's promissory note dated December 7, 2005, in the principal amount of $500,000, payable to Holder.

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