Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2014

SEARCHCORE, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-51225		43-2041643
(State or other jurisdiction of incorporation)		(CommissionFile Number)		(I.R.S. Employer Identification No.)

500 North Northeast Loop 323

Tyler, TX 75708

(Address of principal executive offices) (zip code)

(855) 266-4663

(Registrant’s telephone number, including area code)

_____________________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definite Agreement

Legacy Homes

On May 12, 2014, we entered into a consignment agreement (the “Consignment Agreement”) and Indemnification Agreement with Legacy Housing, Ltd. (“Legacy”), pursuant to which Legacy will consign new and used manufactured home inventory to our wholly-owned subsidiary, Wisdom Homes of America, Inc. (“WHOA”). Per the Consignment Agreement, WHOA is to pay Legacy a monthly fee of one percent (1%) of the agreed consignment price for fees incurred during the prior calendar month, or prorated for any partial month. Fees for consigned property begin to accrue from (i) the date used inventory is consigned or (ii) in the case of new inventory, from the date the property is ready to ship and WHOA has been notified of its readiness for shipment.

The consignment price for used inventory shall be One Thousand Dollars ($1,000) greater than Legacy’s acquisition price for a singlewide mobile home and Fifteen Hundred Dollars ($1,500) greater for a multi-section home. The consignment price for new inventory shall be equal to Legacy’s invoice price. WHOA shall reduce the outstanding balance of consigned property by One Thousand Dollars ($1,000) per year, due on the anniversary of each respective consignment, and after the first anniversary of any consigned property, the monthly consignment fee with respect to such property shall increase from 1% to 1.4%. In the event any mobile home is consigned for eleven hundred (1,100) days or more, the entire balance owing shall be immediately due and payable. All money received by WHOA for the purpose of selling a mobile home consigned by Legacy to WHOA shall be held in trust for the benefit of Legacy until the entire outstanding balance owed for the consigned property is satisfied. Furthermore, Legacy shall have a security interest in all manufactured homes that have been financed by Legacy or for which Legacy has advanced any funds or incurred any obligation which has enabled WHOA to acquire the manufactured homes.

The Consignment Agreement shall be effective for a term of five (5) years or for so long as there are manufactured homes consigned to WHOA by Legacy. During the term of the Consignment Agreement, WHOA will maintain insurance on all manufactured homes consigned to it by Legal, and shall be responsible for any home that is destroyed or suffers more than Fifteen Hundred Dollars ($1,500) in damage. For a period of three (3) years following the termination of the Consignment Agreement, WHOA shall not operate, own, mange, or in any way be affiliated with a mobile home sales facility within twenty (20) miles of WHOA’s facility located at 4888 FM 2264, Rhome, Texas, 76078. WHOA’s obligations under the Consignment Agreement are personally guaranteed by Brent Nelms, WHOA’s President, and Burnett Hunt, the general manager of WHOA’s manufactured home retail center in Jacksboro, Texas.

In connection with the Consignment Agreement, WHOA executed an Indemnity Agreement pursuant to which it is obligated to indemnify Legacy, its predecessor and/or successors in interest, or any of its employees, agents, or representatives from any threatened, pending, or completed lawsuit, action or other proceeding, whether criminal, civil, administrative, or investigative, involving a manufactured home and/or real property involving Legacy.

One May 12, 2014, we also entered into an addendum to the Consignment Agreement. Pursuant thereto, so long as WHOA is current on all amounts owed to Legacy and maintains a consignment inventory of at least four (4) manufactured homes during the previous month, the consignment fee owed to Legacy shall be reduced from 1% to 0.8% per month, and prorated for any partial month. This reduced rate shall be in addition to a Ten Dollar ($10) monthly administration fee and does not pertain to any consigned inventory that has been held on consignment for more than one (1) year.

On May 21, 2014, we paid Legacy a Fifty Thousand Dollar ($50,000) security deposit, which Legacy can use to setoff past-due amounts owed pursuant to the Consignment Agreement, should any exist in the future. In two (2) years, if WHOA is in compliance with the Consignment Agreement and current on all amounts due and owing to Legacy thereunder, if any, the security deposit will be refunded to WHOA.

Platinum Technology Ventures, LLC

On May 19, 2014, we sold the following domain names: www.manufacturedhome.com, www.manufacturedhomes.com, www.manufacturedhouse.com, www.manufacturedhomes.net, and www.modularhomes.com. The domain names were sold to Platinum Technology Ventures, LLC, an entity owned and controlled by Brad Nelms, formerly our Chief Strategy Officer. As consideration for the sale of the domain names, we received a non-recourse secured promissory note in the amount of One Million Dollars ($1,000,000), and Platinum assumed all of our obligations under the Lease Agreement we had with Domain Capital, LLC. We also received lifetime “gold” or equivalent membership levels on any manufactured home website owned or operated by Platinum. In connection with the transaction, Brad Nelms’ employment with us ceased. As a result of our sale of the manufactured home domain names and associated intellectual property, our monthly cash burn-rate is immediately reduced by approximately Thirty Thousand Dollars ($30,000), we have terminated employees that previously worked in our Las Vegas, Nevada, office in connection with the development and operation of these domain names, and we did not renew our lease for the Las Vegas office, which expired in April 2014. In order to assist Platinum in its operations, we agreed to loan it Fifteen Thousand Dollars ($15,000) per month for six (6) months, for an aggregate loan of Ninety Thousand Dollars ($90,000). Platinum is obligated to begin repaying this loan seven (7) months after it was issued, and its repayment obligations will continue for the following six (6) months.

Two additional domain names are subject to the Lease Agreement with Domain Capital, LLC, namely www.traveltrailer.com and www.toyhaulers.com. Upon satisfaction of the payment obligations under the Lease Agreement, those domains will be transferred back to us.

Section 3 – Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

LG Capital Funding, LLC

On May 16, 2014, we entered into a Securities Purchase Agreement with LG Capital Funding, LLC (“LG Capital”), pursuant to which we sold to LG Capital an 8% Convertible Promissory Note in the original principal amount of $105,000 (the “Note”). The Note has a maturity date of May 16, 2015, and is convertible after 180 days into our common stock at a forty two percent (42%) discount from the lowest trading price of our common stock, as reported by any exchange upon which our common stock is then traded, for the ten (10) trading days prior to our receipt of notice from the Note holder to exercise this conversion feature. The conversion price shall be subject to a minimum conversion price of $0.0001 per share (the “floor price”), but in the event that the floor price is triggered, the conversion discount shall increase from forty two percent (42%) to fifty two (52%), calculated against the floor price. Interest accrued on the Note shall be payable in shares of our common stock, calculated using the same conversion formula. The Note can be prepaid by us at a premium as follows: (a) between 0 and 90 days after issuance – 120% of the principal amount; (b) between 91 and 150 days after issuance – 130% of the principal amount; (c) between 151 and 180 days after issuance – 140% of the principal amount. There is no right to prepay the Note after 180 days. The purchase and sale of the Note closed on May19, 2014, the date that the purchase price was delivered to us.

The issuance of the Note was exempt from the registration requirements under the Securities Act of 1933 pursuant to Rule 506 of Regulation D thereof. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.

Section 9 – Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Consignment Agreement dated May 8, 2014

10.2		Personal Guaranty of Brent Nelms dated May 8, 2014

10.3		Personal Guaranty of Burnett Hunt dated May 9, 2014

10.4		Texas Inventory Finance Security Form dated May 8, 2014

10.5		Addendum to Consignment Agreement dated May 5, 2014

10.6		Indemnity Agreement dated May 8, 2014

10.7		Securities Purchase Agreement dated May 16, 2014

10.8		8% Convertible Redeemable Note dated May 16, 2014

10.9		Domain Name Purchase Agreement dated May 16, 2014

10.10		Non-Recourse Secured Promissory Note dated May 19, 2014 (Purchase Price)

10.11		Non-Recourse Secured Promissory Note dated May 19, 2014 (Operation Expenses)

10.12		Termination and Mutual Release Agreement dated May 19, 2014

10.13		Pledge and Security Agreement dated May 19, 2014

10.14		Personal Guaranty dated May 19, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SearchCore, Inc.

Dated: May 21, 2014	By:	/s/ James Pakulis
		James Pakulis
	Its:	President and Chief Executive Officer

EXHIBIT 10.1

EXHIBIT 10.2

EXHIBIT 10.3

EXHIBIT 10.4

EXHIBIT 10.5

EXHIBIT 10.6

EXHIBIT 10.7

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 16, 2014, by and between SearchCore, Inc., a Nevada corporation, with headquarters located at 26497 Rancho Parkway South, Lake Forest, CA 92630 (the “Company”), and LG CAPITAL FUNDING, LLC, a New York limited liability company, with its address at 1218 Union Street, Suite #2, Brooklyn, NY 11225 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement an 8% convertible note of the Company, in the form attached hereto as Exhibit A in the aggregate principal amount of $105,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of Note.

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c. Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about May 19, 2014, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

e. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

f. Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

g. Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.

h. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

i. Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

a. Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

d. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

e. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Quotations Bureau (the “OTCQB”) and does not reasonably anticipate that the Common Stock will be delisted by the OTCQB in the foreseeable future, nor are the Company’s securities “chilled” by DTC. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

f. Absence of Litigation. Except as disclosed in the Company’s public filings, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

g. Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

h. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

i. Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Company’s public filings or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.

j. Breach of Representations and Warranties by the Company. If the Company materially breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.

4. COVENANTS.

a. Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company’s obligation with respect to this transaction is to reimburse Buyer’ expenses shall be $4,750 in legal fees.

b. Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCQB or any equivalent replacement exchange (including the OTC Pinks as long as the Company continues to file reports under the Securities Exchange Act of 1934), the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New York Stock Exchange (“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCQB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

c. Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCQB, OTC Pinks (as a fully-reporting issuer), Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

d. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

e. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.

5. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b. Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company, to:		SearchCore, Inc. 26497 Rancho Parkway South Lake Forest, CA 92630 Attn: James Pakulis, CEO

with a copy to:		Clyde Snow & Sessions, PC 201 S. Main Street, 13th Floor Salt Lake City, UT 84111 Attn: Brian A. Lebrecht

If to the Buyer:		LG CAPITAL FUNDING, LLC 1218 Union Street, Suite #2 Brooklyn, NY 11225 Attn: Joseph Lerman

Each party shall provide notice to the other party of any change in address.

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

j. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

k. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

l. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

SearchCore, Inc.

By:	/s/ James Pakulis
	James Pakulis Chief Executive Officer

LG CAPITAL FUNDING, LLC.

By:	/s/ Joseph Lerman
Name:	Joseph Lerman
Title:	Manager

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:		$105,000.00

Aggregate Purchase Price:

$105,000.00 less $4,750.00 in legal fees

EXHIBIT A

144 NOTE

EXHIBIT 10.8

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $105,000.00

SEARCHCORE, INC.

8% CONVERTIBLE REDEEMABLE NOTE

DUE MAY 16, 2015

FOR VALUE RECEIVED, SearchCore, Inc. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of One Hundred Five Thousand Dollars exactly (U.S. $105,000.00) on May 16, 2015 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on May 16, 2014. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

4. (a) The Holder of this Note is entitled, at its option, at any time after 180 days, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") without restrictive legend of any nature, at a price ("Conversion Price") for each share of Common Stock equal to 58% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price) with a floor of $0.0001 per share; provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. If the floor of $0.0001 per share is triggered, than the discount shall increase from 42% to 52%, calculated against the floor price, such that the conversion price referenced above as 58% shall change to 48% of the floor price. If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 48% instead of 58% while that “Chill” is in effect (with an additional 5% reduction to 43% if the $0.0001 floor has been triggered).

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

(c) During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day this Note is in effect, but less than the 150th day this Note is in effect, then for an amount equal to 130% of the unpaid principal amount of this Note along with any accrued interest and (iii) if the redemption is after the 151st day this Note is in effect, but less than the 180th day this Note is in effect, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note.

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

5. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

6. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described "Events of Default" shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

(d) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(h) (i) The Company shall have its Common Stock delisted from an exchange or trading marketplace (excluding the OTCQX, OTCQB, and OTC Pinks as long as the Company continues to file reports under the Securities Exchange Act of 1934) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

Then, or at any time thereafter, unless cured within an allowable five (5) business days to cure, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 16% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day.

If either party shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if that party prevails in such action, the prevailing party shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

9. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further, the Company will instruct its counsel to accept a Rule 144 or similar legal opinion from Holder’s counsel, provided such legal opinion is, in the reasonable determination of Company counsel, factually and legally correct.

12. The Company shall issue irrevocable transfer agent instructions reserving 9,347,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). The reserve shall be replenished as needed to allow for conversions of this Note. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares.

13. The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

14. This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

	SEARCHCORE, INC.

Date: May 16, 2014	By:	/s/ James Pakulis
	Title:	President and
		Chief Executive Officer

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of SearchCore, Inc. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion: ______________________________________________________________

Applicable Conversion Price: _______________________________________________________

Signature: _____________________________________________________________________

[Print Name of Holder and Title of Signer]

Address: ______________________________________________________________________

______________________________________________________________________

SSN or EIN: ____________________________________________________________________

Shares are to be registered in the following name: ________________________________________

Name: _________________________________

Address: _______________________________

Tel: ___________________________________

Fax: ___________________________________

SSN or EIN: _____________________________

Shares are to be sent or delivered to the following account:

Account Name: __________________________

Address: _______________________________

EXHIBIT 10.9

DOMAIN NAME PURCHASE AGREEMENT

This Domain Name Purchase Agreement (this “Agreement”) is dated as of May 16, 2014 by and among SearchCore, Inc., a Nevada corporation (“SearchCore”), on the one hand, and Brad Nelms, an individual (“Nelms”) and Platinum Technology Ventures, LLC, a Nevada limited liability company (“Platinum”), on the other hand. Each of SearchCore, Nelms, and Platinum shall be referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Nelms was the record owner of the domain names set forth on Exhibit A attached hereto and made a part hereof (the “Indirect Domain Names”), on behalf of SearchCore and prior to their transfer to Domain Capital, LLC (“DCL”) as part of a sale-leaseback financing transaction, and held the domain names pursuant to that certain Domain Holding and Transfer Agreement dated August 13, 2012;

WHEREAS, SearchCore was the record owner of the domain names set forth on Exhibit B attached hereto and made a part hereof (the “Direct Domain Names” and, together with the Indirect Domain Names, the “Pledged Domain Names”), prior to their transfer to DCL as part of the same sale-leaseback financing transaction;

WHEREAS, SearchCore desires to sell, transfer and assign to Platinum, and Platinum desires to purchase and acquire from SearchCore, the Pledged Domain Names (including all intellectual property, code, software and rights related to branding associated therewith), with the exception of www.toyhaulers.com and www.traveltrailer.com (the domain names being sold are referred to herein as the “Domain Names”) according to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF THE DOMAIN NAMES

1.1 Purchase and Sale of the Domain Names. SearchCore hereby sells, transfers, assigns and delivers to Platinum, free and clear of any liens or encumbrances of any kind other than as set forth herein, all of SearchCore’s right, title and interest in and to the Domain Names.

1.2 Purchase Price. The purchase price for the Domain Names (the “Purchase Price”) is as follows:

1.2.1 The sum of One Million Dollars ($1,000,000), payable in the form of a non-recourse secured promissory note, a copy of which is attached hereto as Exhibit C (the “Purchase Note”), in favor of SearchCore;

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1.2.2 Platinum shall assume the obligations of SearchCore under that certain Lease Agreement dated August 8, 2013 and that certain Buyback Agreement dated August 8, 2013 (except that Platinum agrees to immediately transfer www.traveltrailer.com and www.toyhaulers.com to SearchCore upon the repurchase thereof), both by and between SearchCore and Domain Capital, LLC (“DCL”), pursuant to a Assignment, Assumption and Indemnity Agreement entered into with DCL, a copy of which is attached hereto as Exhibit D (the “Sublease Agreement”). Notwithstanding the foregoing, SearchCore will make the payments to DCL under the Sublease for the months of May through October, 2014; and

1.2.3 Nelms shall execute a Personal Guaranty for the obligations arising under the Sublease Agreement, a copy of which is attached hereto as Exhibit E (the “Personal Guaranty”);

1.2.4 Platinum and Nelms hereby agree that, for so long as they or their affiliates, successors, or assigns are the record or beneficial owners of any of the Domain Names, SearchCore and its affiliates, successors or assigns will receive the highest subscription level, for example, “gold” level, or equivalent, on the primary website, currently www.manufacturedhomes.com, for each manufactured home retail center location it owns, manages, has a financial interest in, or controls.

1.3 No Additional Assumption of Liabilities. Other than as set forth herein, or in the exhibits attached hereto, Nelms and Platinum will not assume any obligations of SearchCore.

1.4 Closing; Conditions to Closing. The Closing (the “Closing”) shall take place at the offices of SearchCore on May 19, 2014, or at such other place, date and time as the Parties may agree in writing (the “Closing Date”), and will be subject to the following conditions, which much be satisfied at or prior to the Closing unless otherwise specified:

1.4.1 Platinum will have executed the Purchase Note, along with a pledge and security agreement, a copy of which is attached hereto as Exhibit F (the “Security Agreement”), and a UCC-1 Financing Statement, a copy of which is attached hereto as Exhibit G (the “UCC-1”);

1.4.2 Platinum will have executed the Operating Expenses Note (as hereinafter defined).

1.4.3 Platinum, SearchCore, and DCL will have executed the Sublease Agreement;

1.4.4 SearchCore and Nelms will have executed the Personal Guaranty;

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1.4.5 SearchCore and Nelms will have executed a separation and mutual release agreement, a copy of which is attached hereto as Exhibit H (the “Release Agreement”), which terminated Nelms’ employment with SearchCore and released both parties from any further obligations to each other arising therefrom;

1.4.6 The respective Board of Directors of each of SearchCore and Platinum shall have approved the transactions contemplated by this Agreement and delivered evidence thereof satisfactory to the Parties.

1.5 Post Closing Activities.

1.5.1 Operating Expenses Loan.

(a) Beginning on May 26, 2014, and continuing on the 26th day of each month for six (6) consecutive months thereafter, SearchCore will loan to Platinum the sum of Fifteen Thousand Dollars ($15,000), up to a maximum of Ninety Thousand Dollars ($90,000), for operating expenses related to ongoing operations of the www.manufacturedhomes.com website (the “Operating Expenses Loan”). Operating expenses shall include coding, programming, sales, administration, and human resources.

(b) Beginning on November 26, 2014, and continuing on the 26th day of each month for six (6) consecutive months thereafter, Platinum will repay the Operating Expenses Loan in monthly payments of Fifteen Thousand Dollars ($15,000), plus amortized interest at the rate of one percent (1%) per annum.

(c) The terms and conditions of the Operating Expenses Loan will be set forth in a non-recourse secured promissory note, a copy of which is attached hereto as Exhibit I (the “Operating Expenses Note”), in favor of SearchCore.

1.5.2 At any time after the Closing Date, upon any Party’s written request and without further consideration, the other Parties shall take such other actions as the requesting Party may reasonably deem necessary or desirable in order to consummate the terms of, obligations under and transactions contemplated by, this Agreement.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1 Authority. The Parties, and each of them, represent to the other Parties that he or it has the right to enter into this Agreement and has the ability to perform its obligations hereunder, including the assignment, transfer and delivery by SearchCore, and purchase by Platinum, of the Domain Names hereunder. SearchCore and Platinum are both duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

2.2 “As Is” “Where Is”. Platinum has received all of the information and documentation it requires in connection with the Domain Names and, except as expressly provided herein, is acquiring its interest in the Domain Names in an “as is” “where is” condition.

2.3 No Other Representations. Except as expressly set forth in this Agreement, no Party makes any further representations or warranties concerning the subject matter contained herein.

2.4 Survival. Each of the representations, warranties and agreements of each of the Parties contained in this Agreement shall survive the Closing Date.

ARTICLE 3

MISCELLANEOUS

3.1 Each Party agrees to indemnify and hold harmless the other Parties and any of their agents, employees, directors, assigns or all other representatives against any and all liability, loss and costs, expenses or damages, including but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever or howsoever caused by reason of any injury (whether to body, property, personal or business character or reputation) sustained by any person or to any person or property, arising out of any act, failure to act, or any breach of any material representation, warranty or covenant by either Party or any of its agents, employees, or other representatives. Nothing herein is intended to nor shall it relieve either Party from liability for its own willful act, omission or negligence. All remedies provided by law, or in equity shall be cumulative and not in the alternative.

3.2 Each Party hereto will hold and will cause its agents, officers, directors, attorneys, employees, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning any other Party furnished it by such other Party or its representatives in connection with the subject matter hereof (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. Notwithstanding the foregoing, the Parties acknowledge SearchCore’s obligation to disclose the transactions contemplated by this Agreement in its filings with the Securities and Exchange Commission, including filing a copy hereof as an exhibit thereto.

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3.3 All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) upon personal delivery if deposited with a recognized courier with written verification of receipt. All communications shall be sent as follows:

If to SearchCore:		SearchCore, Inc. 26497 Rancho Parkway South Lake Forest, CA 92630 Attn: James Pakulis

with a copy to:		Clyde Snow & Sessions, PC 201 S. Main Street, 13th Floor Salt Lake City, UT 84111 Attn: Brian A. Lebrecht

If to Nelms or Platinum:		_______________________________
		_______________________________
		_______________________________
		_______________________________

or at such other address as the Seller or Buyer may designate by ten (10) days advance written notice to the other Party hereto.

3.4 This Agreement sets forth the entire understanding of the Parties and supersedes any prior agreement or understanding relating to the subject matter hereof. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

3.5 SearchCore, in its sole and exclusive power, may assign, sell, transfer or otherwise convey, pledge or encumber any of its rights, obligations or interests under this Agreement. No other Party may assign, sell, transfer or otherwise convey, pledge or encumber any of its rights, obligations or interests under this Agreement without the prior written consent of the Parties.

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3.6 Except as otherwise provided herein, the provisions hereof shall insure to the benefit of, and be binding upon, the successor, assigns, heirs, executors and administrators of the Parties hereto

3.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or void in any jurisdiction to be unenforceable or void in any jurisdiction, the other provisions of this Agreement shall remain in full force and effect under applicable law and shall be construed in order to effectuate the purpose and intent of this Agreement. Any action brought by any party hereto shall be brought in the courts located in Orange County California.

3.8 Except as otherwise provided herein, if a dispute should arise between the Parties including, but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys' fees.

[remainder of page intentionally left blank; signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

“SearchCore”		“Platinum”

SearchCore, Inc.,		Platinum Technology Ventures, LLC,
a Nevada corporation		a Nevada limited liability company


	/s/ James Pakulis		/s/ Brad Nelms
By:	James Pakulis	By:	Brad Nelms
Its:	President and Chief Executive Officer	Its:	Manager


		“Nelms”

		/s/ Brad Nelms
		Brad Nelms, an individual

Exhibits:

A – Indirect Domains B – Direct Domains C – Purchase Note D – Sublease Agreement E – Personal Guaranty F – Security Agreement G – UCC-1 H – Release Agreement I – Operating Expenses Note

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Exhibit A

Indirect Domain Names

[To be completed.]

A-1

Exhibit B

Direct Domain Names

[To be completed.]

B-1

Exhibit C

Purchase Note

C-1

Exhibit D

Sublease Agreement

D-1

Exhibit E

Security Agreement

E-1

Exhibit F

UCC-1

F-1

Exhibit G

Release

G-1

Exhibit H

Operating Expenses Note

H-1

EXHIBIT 10.10

PURCHASE NOTE

NON-RECOURSE SECURED PROMISSORY NOTE

$1,000,000.00	May 19, 2014
	Lake Forest, CA

For value received, Platinum Technology Ventures, LLC, a Nevada limited liability company (the “Payor”), promises to pay to SearchCore, Inc., a Nevada corporation, or its assigns (the “Holder”), the principal sum of One Million Dollars ($1,000,000.00) (the “Principal Amount”). The principal hereof and any unpaid accrued interest thereon shall be due and payable in accordance with Section 2, below, but in no event later than 5:00 p.m., Pacific Standard Time, on January 1, 2020 (the “Maturity Date”) (unless such payment date is accelerated as provided in Section 5 hereof). Payment of all amounts due hereunder shall be made at the address of the Holder provided for in Section 6 hereof. Interest shall accrue on outstanding principal amount at the rate of one percent (1%) per annum.

1. HISTORY OF THE NOTE. This Note is being delivered to Holder in connection with that certain Domain Name Purchase Agreement by and between Payor, Holder, and Brad Nelms, an individual (“Nelms”) dated as of the date hereof (the “Purchase Agreement”).

2. PAYMENT SCHEDULE. The Principal Amount and interest accrued on this Note shall be repaid by Payor pursuant to the following payment schedule set forth in subsections 2(a)–(d), below (the “Payment Schedule”). Payor’s obligations under the Payment Schedule shall be extinguished upon payment of the Principal Amount and any interest then due and owing pursuant to the terms of this Note.

Beginning on the thirteenth (13th) full calendar month following the date of this Note, and continuing for thirty-six (36) consecutive months thereafter, Payor shall pay Holder Ten Thousand Dollars ($10,000) per month, due on the first day of each month. However, such payments shall increase as follows if Payor’s Revenue (defined below) meets the following criteria: (i) if Payor’s revenue is between One Hundred and Ninety-Five Thousand Dollars ($195,000) and Two Hundred and Thirty Thousand Dollars ($230,000) per month, then Payor’s monthly payment shall be Fifteen Thousand Dollars ($15,000), and (ii) if Payor’s Revenue exceeds Two Hundred and Thirty Thousand Dollars ($230,000) per month, then Payor’s monthly payment shall be equal to Thirty Thousand Dollars ($30,000) per month. In any event, Payor shall pay to Holder a minimum of at least Three Hundred Thousand Dollars ($300,000) between the thirteenth (13th) and forty eighth (48th) full calendar months following the date of this Note.

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Beginning on the forth ninth (49th) full calendar month following the date of this Note, and continuing for twenty-three (23) consecutive months thereafter, Payor shall pay Holder Twenty Thousand Dollars ($20,000) per month, due on the first day of each month. However, in the event that Payor’s Revenue equals or exceeds Two Hundred and Thirty Thousand Dollars ($230,000) per month, then the monthly payment shall be equal to Twenty Seven Thousand Seven Hundred and Seventy-Seven Dollars ($27,777) per month. In any event, Payor shall pay to Holder a minimum of at least Three Hundred Thousand Dollars ($300,000) between the forty ninth (49th) and seventy first (71st) full calendar months following the date of this Note.

c.	Beginning on the seventy second (72nd) full calendar month following the date of this Note, and continuing for six (6) consecutive months thereafter, Payor shall pay Holder Twenty Thousand Seven Hundred and Seventy-Seven Dollars ($27,777) per month, due on the first day of each month.

d.	On the first day of the seventy ninth (79th) full calendar month following the date of this Note, Payor shall pay Holder the outstanding balance of any Principal Amount and interest due and owing under this Note.

For purposes of this Section 2, “Revenue” shall be defined as all types of revenue generated by Payor and its subsidiaries, if any, from the operation of the Domain Names, as defined in the Purchase Agreement.

3. PREPAYMENT. This Note may be prepaid at the election of the Payor, in whole or in part, at any time or from time to time.

4. TRANSFERABILITY. Holder may assign, sell, transfer or otherwise convey, pledge or encumber this Note without Payor’s approval. Payor, however, shall have no right to transfer, pledge, hypothecate or assign this Note without the prior written consent of Holder, which consent may be withheld in Holder’s sole discretion.

5. DEFAULT. The occurrence of any one of the following events shall constitute an Event of Default:

(a) The non-payment, within fifteen (15) business days of when due, of any payment of principal pursuant to this Note. Any late payments will be subject to a late charge of five percent (5%) of the amount of the applicable payment.

(b) The material breach of any representation or warranty by Payor in this Note.

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(d) The commencement by the Payor of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or the adjudication of the Payor as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Payor for, acquiescence in, or consent by the Payor to, the appointment of any receiver or trustee for the Payor or for all or a substantial part of the property of the Payor; or the assignment by the Payor for the benefit of creditors; or the written admission of the Payor of its inability to pay its debts as they mature; or

(e) The commencement against the Payor of any proceeding relating to the Payor under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Payor consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for twenty (20) days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Payor or for all or a substantial part of the property of the Payor, which order, judgment or decree remains undismissed for twenty (20) days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Payor.

In the event the Holder becomes aware of a breach of Sections 5(a), (b) or (c), then provided such breach is capable of being cured by Payor, the Holder shall notify the Payor in writing of such breach and the Payor shall have thirty (30) calendar days after notice to cure such breach.

Upon the occurrence of any Default or Event of Default, the Holder may, by written notice to the Payor, declare all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, immediately due and payable, in which event it shall immediately be and become due and payable, provided that upon the occurrence of an Event of Default as set forth in paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, shall immediately become due and payable without any such notice.

6. NOTICES. All notices required or permitted hereunder shall be in writing and shall be delivered as set forth in the Purchase Agreement.

7. GOVERNING LAW; VENUE. The terms of this Note shall be construed in accordance with the laws of the State of California, as applied to contracts entered into by California residents within the State of California, and to be performed entirely within the State of California. Any action brought by any party hereto shall be brought within the State of California, County of Orange.

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8. CONFORMITY WITH LAW. It is the intention of the Payor and of the Holder to conform strictly to applicable usury and similar laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contracted for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Payor or credited on the principal amount of this Note.

9. NO SETOFF. All payments made by the Payor hereunder will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein and all interest, penalties or similar liabilities with respect thereto.

10. MODIFICATION; WAIVER. No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective unless in writing and approved by the Payor and the Holder.

11. ATTORNEY’S FEES. In the event the Holder shall refer this Note to an attorney to enforce the terms hereof, the Payor agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Holders’ rights, including reasonable attorney’s fees, whether or not suit is instituted.

12. WAIVER OF PRESENTMENT, ETC. The Payor hereby waives demand, protest, presentment for payment, notice of nonpayment, notice of dishonor, or notice of any kind in connection with this Note.

13. SECURITY. This Note is secured by, and entitled to the benefits of, that certain Pledge and Security Agreement of even date herewith by and between Payor and Holder.

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IN WITNESS WHEREOF, Payor has executed this Non-Recourse Secured Promissory Note as of the date first written above.

		“Payor”

		Platinum Technology Ventures, LLC,
		a Nevada limited liability company


			/s/ Brad Nelms
		By:	Brad Nelms
		Its:	Manager


Acknowledged:

SearchCore, Inc.

	/s/ James Pakulis
By:	James Pakulis
Its:	Chief Executive Officer

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EXHIBIT 10.11

OPERATING EXPENSES NOTE

NON-RECOURSE SECURED PROMISSORY NOTE

$90,000.00	May 19, 2014
	Lake Forest, CA

For value received, Platinum Technology Ventures, LLC, a Nevada limited liability company (the “Payor”), promises to pay to SearchCore, Inc., a Nevada corporation, or its assigns (the “Holder”), the principal sum of up to Ninety Thousand Dollars ($90,000.00) (the “Principal Amount”). The principal hereof and any unpaid accrued interest thereon shall be due and payable in accordance with Section 2, below, but in no event later than 5:00 p.m., Pacific Standard Time, on May 26, 2015 (the “Maturity Date”) (unless such payment date is accelerated as provided in Section 5 hereof). Payment of all amounts due hereunder shall be made at the address of the Holder provided for in Section 6 hereof. Interest shall accrue on outstanding principal amount at the rate of one percent (1%) per annum.

1. HISTORY OF THE NOTE; ADVANCES OF PRINCIPAL. This Note is being delivered to Holder in connection with that certain Domain Name Purchase Agreement by and between Payor, Holder, and Brad Nelms, an individual (“Nelms”) dated as of the date hereof (the “Purchase Agreement”). Beginning on May 26, 2014, and continuing on the 26th day of each month for six (6) consecutive months thereafter, Holder will advance to Payor the sum of Fifteen Thousand Dollars ($15,000), up to a maximum of Ninety Thousand Dollars ($90,000).

2. PAYMENT SCHEDULE. The Principal Amount and interest accrued on this Note shall be repaid by Payor as follows:

Beginning on November 26, 2014, and continuing on the 26th day of each month for six (6) consecutive months thereafter, Payor will repay the outstanding principal in monthly payments of Fifteen Thousand Dollars ($15,000), plus amortized interest at the rate of one percent (1%) per annum.

3. PREPAYMENT. This Note may be prepaid at the election of the Payor, in whole or in part, at any time or from time to time.

5. DEFAULT. The occurrence of any one of the following events shall constitute an Event of Default:

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(b) The material breach of any representation or warranty by Payor in this Note.

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6. NOTICES. All notices required or permitted hereunder shall be in writing and shall be delivered as set forth in the Purchase Agreement.

10. MODIFICATION; WAIVER. No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective unless in writing and approved by the Payor and the Holder.

12. WAIVER OF PRESENTMENT, ETC. The Payor hereby waives demand, protest, presentment for payment, notice of nonpayment, notice of dishonor, or notice of any kind in connection with this Note.

13. SECURITY. This Note is secured by, and entitled to the benefits of, that certain Pledge and Security Agreement of even date herewith by and between Payor and Holder.

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IN WITNESS WHEREOF, Payor has executed this Non-Recourse Secured Promissory Note as of the date first written above.

		“Payor”

		Platinum Technology Ventures, LLC,
		a Nevada limited liability company

			/s/ Brad Nelms
		By:	Brad Nelms
		Its:	Manager


Acknowledged:

SearchCore, Inc.

	/s/ James Pakulis
By:	James Pakulis
Its:	Chief Executive Officer

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EXHIBIT 10.12

TERMINATION AND MUTUAL RELEASE AGREEMENT

This Termination and Mutual Release Agreement (the “Agreement”) is entered into on May 19, 2014, with an effective date as of April 15, 2014, and is by and between SearchCore, Inc. (“Company”) and Brad W. Nelms (“Employee”). The Company and Employee may be referred to jointly as the “Parties” or individually as a “Party”.

RECITALS

WHEREAS, Employee is employed by the Company as the Chief Strategy Officer pursuant to that certain Employment Agreement, dated August 3, 2012 (the “Employment Agreement”);

WHEREAS, the Parties now desire to terminate the Employment Agreement and release each other from any and all claims that they may have arising under or in connection with the Employment Agreement;

WHEREAS, in connection with and in consideration for terminating the Employment Agreement and entering into the releases set forth below, the Company and Employee have entered into an agreement whereby the Company will sell domain names and software related to Manufacturedhomes.com to Employee (the “Purchase Agreement”).

NOW THEREFORE, in consideration of the conditions, covenants and agreements set forth below, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and Employee agree as follows:

AGREEMENT

1. Termination of Employment Agreement. The Employment Agreement is hereby terminated and of no further force or effect. Sections 7.5 and 7.7 of the Employment Agreement, regarding termination without cause and payments upon termination without cause or with good reason, are specifically waived by the Parties.

2. Termination of Employee. The Parties agree that Employee’s employment with the Company terminated as of the close of business on April 15, 2014 (the “Termination Date”).

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3. Consideration. The Parties acknowledge and agree sufficient and adequate consideration is received including:

a.	Mutual Releases: In full and final settlement of any known or unknown claims, each Party to this Agreement releases all known and unknown claims as set forth below.

b.	Purchase Agreement. In connection with and in consideration for terminating the Employment Agreement and entering into the releases set forth below, the Company shall enter into the sale of assets of the Company, pursuant to the Purchase Agreement.

4. Payment of Compensation. Employee acknowledges and represents that the Company has paid all salary, wages, bonuses, and any and all other benefits and any compensation due and owing to him by the Company as of and on the date of his termination, the receipt and sufficiency of which is acknowledged by Employee’s execution of this Agreement.

5. Waiver and Release. In exchange for this Agreement and in consideration of the sale of the assets of the Company pursuant to the Purchase Agreement described above, which is in addition to anything of value to which Employee already is entitled, he hereby irrevocably and unconditionally releases, waives, acquits, and forever discharges the Company, and each and all of its officers, agents, shareholders, supervisors, employees, representatives, affiliates, related corporations, and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from any and all charges, demands, damages, losses, costs, expenses, actions, causes of action, rights, benefits, complaints, indebtedness, judgments, liens, claims and liabilities of any kind or nature, in law or in equity, known or unknown, past or present, contingent or existing (hereinafter referred to individually as a “claim” and collectively as “claims”) that Employee at any time before this date had or claimed to have, or that he may have or claim to have, regarding events that have occurred before the date of this Agreement, including, without limitation, any and all claims arising from or relating to Employee’s employment by the Company or separation from employment. Employee understands that this means he is releasing the Company from any and all matters asserted, or which could have been asserted, in any lawsuit, or in any other state or federal judicial or administrative forum, up to the date of this Agreement, including but not limited to claims under the Fair Labor Standards Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the California Labor Code and/or any other relevant statutes or municipal ordinances, the California Fair Employment and Housing Act (inclusive of the California Family Rights Act), any other state civil rights act, any claims based upon tort or contract arising from the common law of California, or any other state including claims for wrongful discharge or termination, breach of express or implied contract, and any other legal or equitable claim of any type whatsoever.

This release does not preclude an action to enforce the specific terms of this Agreement. It does not preclude claims under any applicable workers’ compensation statute that have already been filed or for on-the-job injuries that have already been reported.

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6. California Civil Code Section 1542 – Release of Unknown Claims. Each Party represents that they are not aware of any claims against any other Party. Each Party acknowledges that they have been advised by their own legal counsel about, and are familiar with, the provisions of California Civil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

The Parties acknowledge, agree, and understand the consequences of a waiver of Section 1542 of the California Civil Code and assume full responsibility for any and all injuries, damages, losses or liabilities that may hereinafter arise out of or be related to matters released hereunder. Releasing Party understands and acknowledges that the significance and consequence of this waiver of Section 1542 of the Civil Code is that even if a Party should eventually suffer additional damages arising out of the subject matter hereof, it will not be permitted to make any claim for those damages. Furthermore, the Parties acknowledge that they intend these consequences even as to claims for damages that may exist as of the date of this Agreement but which the Parties do not know exist, and which, if known, would materially affect the Parties’ decision to execute this Agreement, regardless of whether the Parties’ lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause.

7. Waiver under Older Workers Benefit Protection Act. Employee acknowledges, understands, and agrees as follows:

a.	He has carefully read and fully understands all of the provisions of this Agreement.

b.	The Company provided Employee with the option of taking at least 21 days to review this Agreement.

c.	Employee knowingly and voluntarily agrees to all of the terms set forth in this Agreement, and he intends to be legally bound by this Agreement.

d.	Through this Agreement, Employee is releasing the Company from any and all claims, including claims under the Age Discrimination in Employment Act (“ADEA”) and all other claims described above in Paragraph 5 that he may have against the Company and the other persons described above.

e.	He understands that rights or claims under the ADEA that may arise after the date of this Agreement are not waived.

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f.	He is advised to consult with an attorney of his choice before executing this Agreement.

g.	He, by receiving the consideration specified in Paragraph 3, is receiving valuable consideration in addition to anything to which he already is entitled.

h.	He has been given the opportunity by the Company to consider this Agreement before signing it, and if he chooses to sign it, he does so knowingly and voluntarily.

i.	He has seven (7) calendar days after signing this Agreement to revoke this Agreement. To be effective, revocation must be in writing and received by the Company within the 7-day period.

8. Return of Company Property. On or before Employee’s Termination Date, Employee agrees to return to the Company all files, memoranda, documents, records, copies of the foregoing, credit cards, keys, vehicles, computers, data, and any other property of the Company or its affiliates that are in his possession.

9. No Pending or Future Lawsuits. Each Party represents that they have no lawsuits, claims, or actions pending in his/its name, or on behalf of any other person or entity, against any other Party or any other person or entity referred to herein. Each Party also represents that they do not intend to bring any claims on their own behalf or on behalf of any other person or entity against any other Party, their subsidiaries, or any successor, or any other person or entity referred to herein.

10. Confidentiality. Each Party hereto will hold and will cause its agents, officers, directors, attorneys, employees, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, the terms of this Agreement and all other documents and information concerning any other Party furnished it by such other Party or its representatives in connection with the Employee’s employment with the Company (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it exercises the same care as it takes to preserve confidentiality for its own similar information.

11. Non-Disparagement. The Company and Employee agree that neither party will criticize, denigrate, or disparage the other party.

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12. No Admission of Liability. This Agreement pertains to the Employee’s employment with the Company and does not constitute an admission of liability by any Party for any purpose, except as otherwise provided herein.

13. Costs. Each Party shall each bear their own costs, expert fees, attorney fees and other fees incurred in connection with this Agreement.

14. Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he has the capacity to act on his own behalf to bind him to the terms and conditions of this Agreement. Each party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.

15. No Representations. Each Party represents that it has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither Party has relied upon any representations or statements made by the other Party hereto which are not specifically set forth in this Agreement.

16. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision so long as the remaining provisions remain intelligible and continue to reflect the original intent of each Party to this Agreement.

17. Entire Agreement. This Agreement constitutes the entire agreement and understanding between each Party concerning the subject matter of this, and all prior representations, understandings, and agreements concerning the subject matter of this Agreement have been superseded by this Agreement.

18. No Waiver. The failure of any Party to insist upon the performance of any of the terms and conditions in this Agreement, or the failure to prosecute any breach of any of the terms and conditions of this Agreement, shall not be construed thereafter as a waiver of any such terms or conditions. This entire Agreement shall remain in full force and effect as if no such forbearance or failure of performance had occurred.

19. No Oral Modification. Any modification or amendment of this Agreement, or additional obligation assumed by either party in connection with this Agreement, shall be effective only if placed in writing and signed by each Party or by authorized representatives of each Party. No provision of this Agreement can be changed, altered, modified, or waived except by an executed writing by each Party to this Agreement.

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20. Governing Law; Jurisdiction and Venue. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Orange County, California.

21. Attorney Fees. In the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs incurred in connection with such an action.

22. Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

23. Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of any Party hereto, with the full intent of releasing all claims. Each Party acknowledges that:

a.	They have read this Agreement;

b.	They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice, or have voluntarily chosen not to seek legal representation;

c.	They understand the terms and consequences of this Agreement and of the releases it contains; and

d.	They are fully aware of the legal and binding effect of this Agreement.

[remainder of page intentionally left blank; signature page to follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

“Company”		“Employee”

SearchCore, Inc.		Brad W. Nelms


	/s/ James Pakulis		/s/ Brad W. Nelms
By:	James Pakulis	By:	Brad W. Nelms
Its:	CEO

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EXHIBIT 10.13

PLEDGE AND SECURITY AGREEMENT

This Pledge and Security Agreement (this “Agreement”) is entered into on May 19, 2014 (the “Effective Date”) by and between Platinum Technology Ventures, LLC, a Nevada limited liability company (the “Pledgor”) and SearchCore, Inc., a Nevada corporation (the “Holder”). The Pledgor and Holder shall each be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Pledgor is obligated to Holder under that certain Non-Recourse Secured Promissory Note of even date herewith in the original principal amount of Ninety Thousand Dollars ($90,000) (the “Operating Expenses Note”);

WHEREAS, Pledgor is obligated to Holder under that certain Non-Recourse Secured Promissory Note of even date herewith in the original principal amount of One Million Dollars ($1,000,000) (the “Purchase Note” and, together with the Operating Expenses Note, the “Notes”);

WHEREAS, to ensure its performance and as security for the payment obligations of Pledgor under the Notes, Pledgor has agreed to execute and deliver to Holder this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt of sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

AGREEMENT

1.	CREATION OF SECURITY INTEREST

Pledgor hereby grants to Holder a security interest in and lien upon the property described in Section 2 of this Agreement to secure performance and payment of Pledgor’s obligations under the Notes. Concurrently with the execution and delivery of this Agreement, as may be necessary and to the extent requested by Holder, the Pledgor shall execute and deliver to Holder (i) financing statements, and (ii) such other documents requested or required to perfect and establish the priority of the liens granted to Holder hereby.

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2.	COLLATERAL

The “Collateral” shall consist of any and all interest Pledgor acquired pursuant to that certain Domain Name Purchase Agreement of even date herewith (the “Purchase Agreement”) in the Pledged Domain Names, as defined in the Purchase Agreement.

3.	PLEDGOR’S REPRESENTATIONS AND WARRANTIES

Pledgor hereby represents and warrants to the Holder, as of the Effective Date, as follows:

(a) Clear Title to Collateral. Pledgor represents that it is the sole owner of the Collateral, having good and marketable title thereto, free and clear of any and all liens, encumbrances, claims, or rights of others created by any acts or omissions of Pledgor, except as created by this Agreement and the Sublease and other obligations to DCL (as defined in the Purchase Agreement).

(b) Priority of Lien. This Agreement constitutes a valid and continuing lien on and security interest in the Collateral in favor of Holder, prior to all other liens, encumbrances, security interests and rights of others arising from any acts or omissions of Pledgor, except those of DCL as set forth in the Purchase Agreement, and is enforceable as such as against creditors of and purchasers from Pledgor.

4.	EVENTS OF DEFAULT

The following events are Events of Default:

(a) Default on Notes. The Pledgor is in default pursuant to Section 5 of the Notes.

(b) Limitations Regarding Collateral. Pledgor sells, transfers, leases or otherwise disposes of any of the Collateral, or attempts, offers or contracts to do so, or Pledgor creates, permits or suffers to exist any lien, security interest, encumbrance, claim or right in or to the Collateral other than those agreed to in advance by Holder (the “Other Encumbrances”). Pledgor will, at Pledgor’s sole expense, defend the Collateral against and take such other action as is necessary to remove such Other Encumbrances and defend the right, title and interest of Holder in and to any of Pledgor’s rights to the Collateral, including without limitation any proceeds and products thereof, against the claims and demands of all persons.

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5.	HOLDER’S RIGHTS

(a) Rights of Holder Upon Default. If there is an Event of Default the Holder may, at its option and at any time thereafter do the following: (1) declare the entire aggregate amount of the Notes then outstanding and the interest and other fees and expenses accrued thereon to be immediately due and payable without notice and without presentment, demand, protest, notice of protest, or other notice of default or dishonor of any kind, all of which are hereby expressly waived by the Pledgor; (2) require Pledgor to assemble the Collateral, including any books and records pertaining to the Collateral, and make them available to Holder at a place designated by Holder; (3) notify any account of Pledgor and any other person who shares Holder’ interest in the Collateral; (4) request confirmation of the status of any account of the Pledgor upon which account Pledgor is obligated; (5) require Pledgor to obtain Holder’ prior written consent to any sale, agreement to sell, or other disposition of any Collateral; or (6) remedy any default or waive any default without waiving the default remedies and without waiving any other prior or subsequent default.

(b) Rights Under Uniform Commercial Code. Without limiting any of Holder’ rights and remedies under this Agreement, Holder may enforce the security interests and other liens given hereunder, and under the Notes and documents referred to herein or contemplated hereby, pursuant to the applicable Uniform Commercial Code and any other applicable law including all legal and equitable remedies available to lenders generally.

(c) Payments of Taxes and Insurance. If Pledgor fails to pay any taxes, assessments, insurance premiums, or other amounts due to third parties as required by Pledgor on the Collateral, Holder may, in its discretion and without prior notice to Pledgor, make any such payment. Any payments made by Holder under this paragraph shall not constitute (i) an agreement by Holder to make similar payments in the future, or (ii) a waiver by Holder of any Event of Default under this Agreement. Holder need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance or lien, and the receipt of the notice for the payment thereof shall be conclusive evidence that the same was validly due and owing.

(d) Rights and Remedies are Cumulative. All rights and remedies provided herein are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies otherwise provided by law. Any single or partial exercise of any right or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy.

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6.	ADDITIONAL PROVISIONS

(a) Notices. All notices required or permitted hereunder shall be in writing and shall be delivered as set forth in the Purchase Agreement of even date herewith.

(b) No Waiver; Cumulative Remedies. Holder shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by Holder. A waiver by Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy, which Holder would otherwise have had on any future occasion. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law.

(c) Successors and Assigns. All covenants and agreements herein contained by or on behalf of the Pledgor shall bind its successors and assigns and shall inure to the benefit of the Holder and its successors and assigns. No Party may assign this Agreement or any instruments or documents executed in connection herewith or any of their respective rights hereunder without the prior written consent of the Holder.

(d) Governing Law; Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY THEREIN, WITHOUT GIVING EFFECT TO THE RULES OR PRINCIPLES OF CONFLICTS OF LAW. Any action brought to enforce the terms of this Agreement will be brought in the appropriate federal or state court having jurisdiction over the State of California, County of Orange.

(e) Severability. In the event any one or more of the provisions contained in this Agreement or in any other instrument or document referred to herein or executed in connection with or as security for the Notes, shall, for any reason, be held to be invalid, illegal or unenforceable, such provision(s) shall not affect any other provision of this Agreement or any other instrument or document referred to herein or executed in connection with or as security for the Notes.

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(f) Defined Terms. Unless otherwise defined in this Agreement, terms used in this Agreement, which are defined in the applicable Uniform Commercial Code, are used with the meanings as therein defined.

(g) Entire Agreement. This Agreement, the Purchase Agreement, and the exhibits and instruments referenced therein, constitutes the full and entire understanding and agreement between the Parties with regard to the subjects hereof and no Party shall be liable or bound to the other Party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. This Agreement may not be modified or amended except by a written instrument duly executed by all of the Parties.

(h) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Pledge and Security Agreement as of the date first written above.

“Pledgor”		“Holder”

Platinum Technology Ventures, LLC,		SearchCore, Inc.,
a Nevada limited liability company		a Nevada corporation

	/s/ Brad Nelms		/s/ James Pakulis
By:	Brad Nelms	By:	James Pakulis
Its:	Manager	Its:	President and
			Chief Executive Officer

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EXHIBIT 10.14

PERSONAL GUARANTY

This Personal Guaranty (“Guaranty”) is dated May 19, 2014 and is hereby entered into by and between Brad Nelms, an individual (the “Guarantor”), on the one hand, and SearchCore, Inc., a Nevada corporation (“SearchCore”), on the other hand.

RECITALS

WHEREAS, pursuant to that certain Domain Name Purchase Agreement dated May 16, 2014 (the “Purchase Agreement”), and the Assignment, Assumption and Indemnity Agreement dated May 19, 2014 (the “Sublease Agreement”), Platinum Technology Ventures, LLC, a Nevada limited liability company (“Platinum”) has agreed to assume all the obligations of SearchCore under that certain Lease Agreement dated August 8, 2013 and that certain Buyback Agreement dated August 8, 2013, both by and between SearchCore and Domain Capital, LLC (“DCL”)

WHEREAS, Guarantor has agreed to personally and unconditionally guarantee repayment by Platinum of all obligations arising under the Sublease Agreement (the “Guaranteed Amounts”) to SearchCore, in the event Platinum fails to repay any portion of the Sublease Agreement in accordance with its terms.

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

GENERAL TERMS

1. Beginning on the date hereof, in the event the Guaranteed Amounts have not been repaid in full by Platinum, (a) Guarantor hereby personally and unconditionally guarantees the payment of the Guaranteed Amounts under the Sublease Agreement to SearchCore in the event Platinum defaults for failure to pay DCL any portion of the obligations under the Sublease Agreement in accordance with its terms; and (b) Guarantor hereby agrees to reimburse SearchCore for any and all amounts of obligations under the Sublease Agreement that Platinum fails to pay under the terms of the Sublease Agreement, within ten (10) business days of being notified by SearchCore that Platinum has not fulfilled its payment obligations under the Sublease Agreement.

2. Guarantor is executing this Guaranty in order to induce SearchCore to agree to the terms of the Purchase Agreement and the Sublease Agreement.

3. This Guaranty is effective as of the date hereof and shall continue so long as Platinum owes DCL, or its assigns, money under the Sublease Agreement, or until such time as this Guaranty is terminated by the express written consent of Guarantor and SearchCore.

4. SearchCore and DCL may, without affecting Guarantor’s obligations herein: (i) grant renewals, extensions or modifications of the Sublease Agreement; or (ii) change the manner, place or terms of payment, and/or change or extend the time of payment of, renew or alter, any liability hereunder due by Guarantor to DCL or SearchCore.

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5. The rights, powers and remedies given to SearchCore by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to SearchCore by virtue of any statute or rule of law or under the Purchase Agreement or the Sublease Agreement or any other personal guaranties. A separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Platinum or any other guarantor, or whether Platinum or any other guarantor is joined in such action or actions. Any forbearance or failure to exercise, and any delay by SearchCore in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

6. Guarantor waives any right to require SearchCore to (a) proceed against Platinum or any other guarantor; or (b) pursue any remedy in SearchCore’s power whatsoever. Guarantor waives any defense arising by reason of any disability or other defense of the SearchCore or by reason of the cessation from any cause whatsoever of the liability of the SearchCore under the Sublease Agreement. Until any and all obligations under the Sublease Agreement are repaid in full by Platinum or Guarantor, Guarantor shall have no right of subrogation, and Guarantor waives any defense Guarantor may have based upon any election of remedies by SearchCore or DCL which limits or destroys Guarantor’s subrogation rights or Guarantor’s rights to seek reimbursement from SearchCore or DCL or any other guarantor or surety, including, without limitation, any loss of rights Guarantor may suffer by reason of any rights or protections of SearchCore or DCL or Guarantor in connection with any anti-deficiency laws or other laws limiting or discharging the indebtedness or the obligations of the SearchCore or DCL or Guarantor. Until any and all obligations under the Sublease Agreement are repaid in full by Platinum or Guarantor to DCL, Guarantor waives any right to enforce any remedy Guarantor may have against SearchCore or any other guarantor, surety, or other person, and further, Guarantor waives any right to participate in any collateral for the indebtedness now or hereafter held by SearchCore. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional obligations.

7. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

8. Together with the Purchase Agreement and Sublease Agreement, this is the entire agreement of the parties and this agreement may be modified only by a written agreement executed by both parties.

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9. In case any provision in, or obligation under, this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

10. This Guaranty and the rights and obligations of SearchCore and of Guarantor hereunder shall be governed and construed in accordance with the laws of the State of California applicable to contracts made and to be performed entirely therein, without giving effect to the rules or principles of conflicts of law.

11. This Guaranty is binding upon the undersigned, his/her executors, administrators, successors or assigns, and shall inure to the benefit of SearchCore, his/her successors and assigns.

12. The Guarantor consents to the jurisdiction of the courts of the State of California and of any state and federal court located in the County of Orange, California.

13. In the event SearchCore shall refer this Guaranty to an attorney to enforce the terms hereof, the Guarantor agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of SearchCore’s rights, including reasonable attorney’s fees, whether or not suit is instituted.

READ THIS AGREEMENT CAREFULLY. THIS IS AN AGREEMENT TO GUARANTY THE PAYMENT OF A DEBT OF ANOTHER. THIS MEANS THAT YOU MAY HAVE TO PAY THE DEBT OR OBLIGATION OF THE LENDER UNDER THE NOTE.

IN WITNESS WHEREOF, the Guarantor has signed this Guaranty and delivered it as of the date noted above.

“Guarantor”	“SearchCore”

	SearchCore, Inc.,
	a Nevada corporation
/s/ Brad Nelms
Brad Nelms, an individual

		/s/ James Pakulis
	By:	James Pakulis
	Its:	President and CEO