Service Provider Fee Agreement

This Service Provider Fee Agreement ("Agreement") is made effective January ~, 2009by and between Envoy Finance International, Inc. a Delaware Corporation located at 206East Delaware Ave. Newark, DE 19711 hereafter referred to as ("Principals") and ExpressCapital, Inc. located at 637 Sego Lily Circle, North Salt Lake, Utah 84054 hereafter referred toas ("Service Provider") outlining the services to be rendered and fees to be earned by ServiceProvider pursuant to the terms contained herein, including Exhibit A and Exhibit B attachedhereto and made a part hereof.

RECITALS

WHEREAS, Principals are seeking investment funds and/or lending opportunities in connectionwith a project known as the Envoy / ATL Holdings deal ("Project").

WHEREAS, Service Provider is in the business of acting as an intermediary or middlemen infinding, introducing and bringing individuals and/or entities together to transact business.

WHEREAS, in connection with Service Provider's business, Service Provider has knowledge ofcertain confidential sources, including but not limited to associated companies, associatedpersons, consultants, clients, customers, financial sources, investment sources, and the like(hereinafter referred to individually and collectively as "Confidential Sources") which ServiceProvider has acquired by the investment of time, expense and/or effort.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained hereinand for other good and valuable consideration, receipt and sufficiency of which are herebyacknowledged, Principals and Service Provider hereby agree as follows:

AGREEMENT

1. SERVICES. Principals hereby engage Service Provider as an exclusive agent toprocure potential investors and/or lenders ("Investor") to establish an asset account in the amountofTen Million Dollars ($10,000,000.00) in Bank of America ("Deposit") for Sixty days ("InitialTerm") and under certain conditions outlined in the Account Verification Instructions ("AVl")attached hereto as Exhibit B. Principals acknowledge and agree that in addition to the AVI, theDeposit may not be withdrawn, encumbered, pledged or collateralized in any shape or form anddoing so, or the attempt of doing so would be considered a breach of this Agreement and willresult in the immediate closure of the account and the forfeiture of any and all fees paid. TheDeposit may remain in the account for up to an additional Six (6) Sixty (60) day periods uponpayment of the Extension Fee as provided for in Paragraphs 2 and 3 of this Agreement. Eachadditional Sixty (60) day period shall hereinafter be referred to as an "Additional Term".

2. COMPENSATION. In exchange for procuring the Investor to make the Deposit forthe Initial Term as set forth in Paragraph 1 above, the Principals shall pay the Service Provider a

ww~lnitial Initial

1

fee of Seventy Five Thousand Dollars ($75,000.00) ("Initial Fee"). If the Principals do not wishto extend beyond the Initial Term, Principals are obligated only to pay the Initial Fee. In theevent the Principals desire to extend the Initial Term and/or any other Additional Term, thePrincipal shall pay an extension fee of Sixty Five Thousand Dollars ($65,000.00) (the "ExtensionFee") for each Additional Term in accordance with the provisions of Paragraph 3 below.

3. PAYMENT. The Parties agree that the Initial Fee shall be fully earned, due andpayable to the Service Provider, upon the (1) the execution of the Irrevocable EscrowInstructions attached hereto as Exhibit A and incorporated herein by this reference, and (2) theInvestor establishing the asset account in accordance with Paragraph I above. The Initial Feeshall be deposited with American United Title & Escrow located at 2637 W. Horizon RidgeParkway Suite 120 Henderson, NV 89052 ("Escrow Holder") within 24 hours of executing theIrrevocable Escrow Instructions. Should the Principal desire to extend the Initial Term and/orany Additional Term in accordance with Paragraph 1 above, the Principals shall deposit theExtension Fee(s) with the Escrow Holder at least seven (7) business days prior to the end of thethen current term. The Parties agree that any Extension Fee(s) shall be fully earned, due andpayable to the Service Provider upon confirmation from the Investor of the agreed uponextension period(s). The Initial Fee and/or Extension Fee(s) shall be immediately disbursed tothe Service Provider and/or its designees by the Escrow Holder upon written confirmation of theDeposit by Investor for the Initial Term and/or extension period.

4. AGREEMENT DURATION. This Agreement shall terminate upon the expiration ofthe Initial Term or any extension period, except for Section 7 below which shall remain in effectfor Five (5) years following the Effective Date.

5. SUB AGENCY. In the event that the Service Provider engages any other third partyto provide the services hereunder and such third party requires compensation ("Service ProviderThird Party"), Service Provider shall be solely and exclusively responsible to negotiate and payany such compensation. Service Provider agrees to indemnify, defend and hold harmlessPrincipals from and against any and all claims, damages, liability, causes of action, fees(including attorneys' fees), costs and penalties ("Claims") arising out of Claims by any ServiceProvider Third Party. In the event that the Principals deem it necessary to use additional brokersor any other third party and such third party requires compensation ("Principal's Third Party"),Principals shall be solely and exclusively responsible to negotiate and pay any suchcompensation. Principals agree to indemnify, defend and hold harmless Service Provider fromand against any and all claims, damages, liability, causes of action, fees (including attorney'sfees), costs and penalties ("Claims") arising out of Claims by any Principals Third Party.

6. NON-DISCLOSURE & NON-CIRCUMVENTION. The Parties agree that as adirect result of the services contemplated by this Agreement, Principals may directly or indirectlylearn from Service Provider, the identity (including but not limited to names, telephone numbers,and contact information) of Service Provider's principals, associates, employees, affiliates,investors, lenders, brokers, banks, lending corporations, individuals, entities, and/or trusts(hereinafter "Confidential Sources"). Principals do hereby acknowledge, accept and agree thatthe identities of the Confidential Sources are valuable property, which is and shall remain theexclusive, proprietary and valuable assets of Service Provider and no license or other rights in

wwInitial

~-- ----.Initial

2

such Confidential Sources are granted hereby. Principals, including but not limited to, theirassociates, partners, subsidiaries, divisions, employees, principals, agents, heirs, assignees,designees and consultants expressly agree to use the Confidential Sources for the purposes of thisAgreement only, to maintain the confidence of the Confidential Sources strictly confidential, andto prevent the unauthorized dissemination of the Confidential Sources to any third party.Principals, including but not limited to, their associates, partners, subsidiaries, divisions,employees, principals, agents, heirs, assignees, designees and consultants, further expressly agreenot to contact, deal with, do business with, communicate, negotiate or participate in any othertransactions with such Confidential Sources without the express written consent of ServiceProvider, excepting such Confidential Sources known and documented to be known by thePrincipals prior to the Effective Date of this Agreement or such Confidential Sources whocontact Principals without solicitation from Principals, their associates, partners, subsidiaries,divisions, employees, principals, agents, heirs, assignees, designees and consultants. Suchconfidentiality shall include but not be limited to, any names, associations, addresses, telephone,telex, facsimile numbers, e-mail, url's, methods or processes and/or any other pertinentinformation about the Confidential Sources disclosed or revealed to Principals. This undertakingto keep the Confidential Sources confidential will survive the termination of this agreement.

7. TERMINATION. This Agreement shall terminate atthe expiration of the Initial Termor any extension thereof as provided in Paragraph Iabove, excepting the provisions of Paragraph7 or any other provisions intended to survive such termination. Neither party shall have the rightto terminate this Agreement before the expiration of the Initial Term absent breach by the otherparty of this Agreement or any agreement referenced herein.

8. AUTHORITY. Principals, hereby, warrant that the individual person signing thisAgreement is an officer who is authorized to properly evaluate and enter into this Agreement.

9. NON-DISCLOSURE. It is hereby understood and agreed that Principals will notwithout written permission from Service Provider reveal willingly or unwillingly any or allinformation regarding commissions or fees paid to Service Provider, except for tax or legalpurposes.

10. USE OF DEPOSIT. The Principals hereby relieve and hold harmless, ServiceProvider, including but not limited to, its associates, partners, subsidiaries, divisions, employees,principals, agents, heirs, assignees, designees, attorneys and consultants and the Investor(s) fromany and all loss, liability, damage, or expense, including attorney's fees and costs, arising out ofany claims, demands, causes of action, or other loss, liability, or responsibility relating toProvider's use of the Deposit. Additionally, Service Provider and the Investor(s) shall not be heldresponsible with regard to the legalities of the terms of the transaction that the Principal entersinto using the Deposit. Principals hereby acknowledge that Service Provider and the Investor(s)are not agents, affiliates, partners, or joint venturers of Principals and have not or will not in anyway represent, recommend, solicit, advise, or endorse the Principals regarding any proposedtransaction involving the use of the Deposit contemplated by or entered into by the Principalsand any other third parties. Service Provider's and the Investor(s)' only responsibility is to placemoney in an account on behalf of the Principals for the predetermined amount of time. ThePrincipal acknowledges that all required due diligence regarding the contemplated transaction

3Initial Initial

involving the use of the Deposit between Principals and other third parties are the Principal'sresponsibility.

wwPrincipals' Initial

11. NO SALE OF SECURITIES. The Parties acknowledge that the transactionscontemplated by this Agreement do not include the selling, purchasing, offering or fmding ofsecurities of any kind. Principals further acknowledge that Service Provider is not in thebusiness of offering, selling, finding or otherwise acting as brokers, dealers or finders for anysecurities or to act as negotiators, therefore to the extent they are required to be licensed assecurities brokers under applicable federal and state laws.

12. BREACH. The Parties herby acknowledge that any breach or attempted breach ofthis Agreement will cause irreparable harm and significant injury that may be difficult toascertain and for which other remedies at law would be inadequate and that the Service Providershall be entitled to injunctive relief with respect to the same. As such, the Service Provider shallhave the right to seek injunctive or other equitable relief as may be necessary or appropriate toprevent any use or disclosure of the Confidential Sources in violation of this Agreement, and theService Provider may also exercise such other rights and remedies as the Service Provider mayhave at law or in equity. Principals shall be liable to the Service Provider for the disclosure ofthe Confidential Sources by the Principals, their employees, agents, representatives, andindependent contractors.

13. AMENDMENT. This Agreement may not be altered or modified except by awriting signed by the parties hereto.

14. ARBITRATION. Any controversy between the parties involving the constructionand application of any of the terms, covenants or conditions of this Agreement, shall besubmitted to final, binding and non-appealable arbitration on the request of any party.

15. ATTORNEYS' FEES. In the event of any dispute between the parties regarding anyaspect of this Agreement, the prevailing party in such dispute shall be entitled to recover fromthe non-prevailing party, the prevailing party's reasonable costs in connection therewithincluding, without limitation, reasonable attorneys' fees, through final disposition of the matter,including final appeal.

16. POST JUDGMENT FEES AND COSTS. Any party who is awarded attorneys' feesand costs under the terms of this Agreement shall also be entitled to additional attorneys' feesand costs incurred in enforcement of any judgment. This clause is intended to survive anyjudgment rendered on this Agreement and is not to be deemed merged into any such judgment.

17. COUNTERPART COPIES. This Agreement may be signed in counterpart orduplicate copies, and any signed counterpart or duplicate copy shall be equivalent to a signedoriginal for all purposes.

ww ~-Initial Initial

4

18. ENTIRE AGREEMENT. This Agreement contains all representations and the entireunderstanding and agreement between the parties. Correspondence, memoranda, and oral orwritten agreements that originated before the date of this Agreement are replaced in total by thisAgreement unless otherwise expressly stated in this Agreement.

19. TIME OF mE ESSENCE. All times and dates in this Agreement are of theessence.

20. GOVERNING LAW AND VENUE. This Agreement shall be governed by andconstrued in accordance with the laws of the State of Utah that would apply if all parties wereresidents of Utah and this Agreement was made and performed in Utah. Venue for allproceedings relating in any way to this Agreement shall be in the Third District Court, Salt LakeCounty, Utah.

21. HEADINGS. The titles and headings of the various sections of this Agreement areintended solely for convenience of reference and are not intended to explain, modify or place anyconstruction on any provisions of this Agreement.

22. NO WAlVER. The failure of any party to insist on the strict performance of anycovenant or duty required by this Agreement, or to pursue any remedy under this Agreement,shall not constitute a waiver of the breach or the remedy.

23. SEVERABILITY. If any part of this Agreement is determined to be illegal orunenforceable, all other parts shall remain in effect. .

24. SUCCESSORS AND ASSIGNS. This Agreement and all of its provisions shall bebinding on and inure to the benefit of the successors, heirs and assigns ofthe parties hereto.

25. ASSIGNMENT. Neither party may assign any of its rights or obligations hereunderwithout the prior written consent of the other party; provided, however, Principals may assigntheir rights and obligations to any affiliate, subsidiary or designated agent.

26. FURTHER ASSISTANCE. The parties agree to further assist one another byexecuting any additional documents or instruments reasonably required to effect the transactionscontemplated herein.

27. INDEPENDENT TAX AND LEGAL COUNSEL. All parties acknowledge thatthey have been urged to seek independent tax and legal counsel with respect to the meaning andeffect of this Agreement.

ww ---- 5Initial Initial

IN WITNESS WHEREOF, the parties hereto have signed this Agreement effective as of the dateset forth above.

DATED this 13th day of January ,2009.

PRINCIPALS:

Will G. WoodardPresident and CEOEnvoy Finance International, Inc.

PROVIDER:Express Capital, Ine

~g/~iChaelRicks

PresidentExpress Capital, Inc.

ww ~Initial Initial

6

EXHIBIT A

Irrevocable Escrow Instructions

ww ~=)Initial Initial

7

ExhibitBAccount Verification Instructions

Any deviation from these procedures will result in immediate termination and closure of theaccount with no claim to any fees paid for services.

1. Any verbal, written, or electronic verification of the balance or account information must befirst called in through the broker. Once the broker understands what and how the verificationneeds to be done, he will place a call to the personal banker to get clearance.2. Once clearance has been issued by the banker, the broker will contact the client and instructexactly how to verify the account. Any deviation from this process will result in termination ofthe account3. The client can then fax, or call the banker to verify said funds in the account4. Once verification is complete, the client must end or cease communication with the banker,and cannot for any reason reinitiate communication to the banker unless the entire aboveprocedure is followed again.5. Any attempt to order ATM cards, credit cards, call the Bank Customer Service Number toverify the balance, change of address, gain access to a signature card, or walk into a branch andperform any type of inquiry on the account including deposits and withdrawals will result inimmediate termination of the account.6. If any 3rd party is trying to verify any information with the bank and does not follow theseprocedures the account will be terminated immediately and no fees paid for services will bereturned.7. Any unauthorized calls without consent of the broker to the banker, bank, or customerservice will be grounds for termination ofthe account An cans are monitored and recordedincluding call tracking with caller ID.8. Verification will be limited to 5 verifications in a 30 day period.9. Once the account is closed no further verifications will be allowed.

I understand and agree to these terms in reference to my asset account. If I violate any of theseterms I understand that I will hold harmless Service Provider or Investor for any loss in fees paidalready.

J. :-", l\" -, [\Signed: Wv.)G ~.\""~Print Name: _WILL G. WOODARD

Date: JANUARY 13, 2009

ww ~- 8Initial Initial