Broker Referral Fee Agreement

REFERRAL FEE AGREEMENT This Referral Fee Agreement is entered into as of _____________________, 2011, between , herein known as ”the Company”, and ______________________________________________________ (Broker).

RECITALS Whereas, the Company is engaged in the business of servicing and collecting consumer receivables and is desirous of locating additional accounts and desires the services Broker to aid it in locating these accounts and, Whereas Broker, is in the business of locating sources who have accounts they wish to have serviced or collected for them, desires to solicit and refer business for/to the Company for a referral fee. Be it known to all by their signatures attached hereto, that the parties agree to the following:

AGREEMENT Broker Status This agreement does not constitute or represent any form of employment between any of the parties. The Broker agrees that they are not employed by the Company and enjoys the status of being an independent broker or referring party. The Broker shall have absolute and unfettered control over their work and the manner in which their work is to be performed. The Broker shall be responsible for all of their own costs involved in the location of sources and sources’ accounts submitted to the Company as proposed business. Roles & Responsibilities 1. The Broker understands that it will, as a Broker to the Company, be given proprietary information, including but not limited to the criteria utilized by the Company, their technology, and methodology and pricing strategies. The Broker agrees that they will not utilize this information or disclose or divulge said information to any other person or entity in any manner, and specifically, will not divulge any information learned about the Company’ practices and procedures to any competitor of the Company or any company which the Broker may also represent that is in a similar business to that of the Company. 2.

In the event the Company learns of any practices, procedures, or methods which Broker utilizes to locate dealers or accounts to be purchased, the Company agrees not to utilize such information to locate accounts without the aid of Broker or disclose such procedures to any other individual, for any reason whatsoever.

3.

It shall be the responsibility of the Company to notify Broker upon receiving a lead from them that a source is an existing dealer or an existing prospect that has been identified and contacted by the Company. In the event Broker disputes this fact, it shall be sufficient proof of a pre-existing relationship if the Company presents to the Broker, evidence of any form of communication, whether written, telephonic, or by facsimile with the dealer that predates the date of notice of when the Broker gave the name of the dealer to the Company.

4.

The Broker shall make no commitments, representations, or warranties as to the rates, terms, or conditions that the Company may require in any particular business referred by the agent, without the expressed, written consent of the Company.

Compensation 1. Upon consummation of a signed agreement from a new source referred to the Company by the Broker, the Company shall pay to the Broker a fee equal to: a.

Six percent (6%) of the total fees generated from the net collections obtained on behalf of the Brokers’ approved sources(s) for each month as stipulated in Paragraph #4 of this section.

2.

“Approved Sources” shall be those Firms referred by Broker to and accepted by, the Company.

3.

The monthly finders fees shall be paid to the Broker while this agreement remains in force.

4.

The Company will hold referral fees or “Finders Fees” owed to Broker that equal an amount of less than $100.00, until the sum is $100.00 or more. At that time, the fees will be distributed on the pay date, as stipulated in Paragraph # 5 of this section.

5.

All Finders Fees earned by the Broker on monthly business shall be calculated as of the end of each calendar month, in accordance with the fee basis stipulated in Paragraph #1 of this section, based upon contracts which the Company actually

loaded, serviced or collected for clients who were obtained as the result of the Broker’s efforts as an “Approved Client”, and shall be payable no later than the 20th day of the following month. 6.

In the event Broker presents accounts from a source to the Company for review, and the Company has already reviewed said accounts or has had prior contacts with said dealer, Broker shall not be entitled to any Finders Fee for any accounts purchased from that dealer.

7.

The Broker shall be responsible to pay all federal, state and local income taxes, Social Security and Medicare taxes, and any and all employment or business taxes to be paid on their behalf to any taxing authority whether Federal, state or local. In the event the Broker is required to be licensed in any jurisdiction in which it is seeking to obtain accounts for the Company, it shall be the sole responsibility of the Broker to obtain the necessary licensing or permission from any licensing authority prior to soliciting accounts within that jurisdiction.

Indemnification 1. The Company, it’s officers, members, and agents, hereby agree to indemnify, defend, and hold harmless the Broker, its officers, members, and agents from and against any and all claims, demands, liabilities, or damages, of whatever kind and nature, including, without limitations, attorney fees, which are asserted by third parties against the Broker, solely as the result of or arising in connection with the relationship created by this Agreement. 2.

The Broker, its officers, members, and agents, hereby agrees to indemnify, defend, and hold harmless the Company, its officers, members, and agents, from and against any and all claims, demands, liabilities, or damages, of whatever kind and nature, including without limitations, attorney fees, which are asserted by third parties against the Company, solely as the result of or arising in connection with the relationship created by this Agreement.

TERMINATION Notices 1. All notices or communications required by this Contract, or by law to be given or served upon either party to this Contract, shall be in writing and shall be deemed duly served when personally delivered to a party or to an officer of such party or in lieu of such personal service after being sent and delivered either by regular U.S. mail or through facsimile transmissions to the parties as follows: Hamilton Accounts Services, Inc: Attn: Mike Hill, Vice President/Chief Operating Officer Hamilton Accounts Services, Inc. 859 Conner Street, Suite 200 Noblesville, IN 46060 Facsimile: (317) 773-3604 Broker: Name: Address: Phone: 2.

Fax:

In the event that either party changes their address, it is hereby agreed that they shall notify the other party less than fourteen (14) days after change of address has occurred.

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Disputes & Remedies 1. In the event either party breaches the nondisclosure provisions of this Agreement, it is agreed that the injured party may seek an injunction against the violating party to cease further disclosure of the privileged information. The parties agree that the breach of the nondisclosure provisions in this Agreement are not subject to monetary damages and that the injured party will be irreparably damaged if an injunction would not issue to halt further disclosure of the information. 2.

In the event this agreement is terminated for cause, it will be at the sole discretion of the Company, whether to continue or cease payment, and if payment is continued, it will be at the sole discretion and determination of the Company how long and for what period(s) said payments will continue beyond the termination date.

3.

Either of the parties to the agreement may terminate this agreement without cause provided they transmit written notification of their intention to do so and further that the effective date is no less than 30 (Thirty) calendar days from the transmission date to the effective date of such notice.

4.

In the event either party terminates the agreement without cause, the Company reserves the right to cease the payment of referral fees at any time following the 30th calendar day, following the effective date of the termination.

Jurisdiction The terms of this Contract shall be construed under the laws of the State of Indiana, and it is agreed that this Agreement is executed in the State of Indiana.

UNDERSTANDING This instrument, if executed, contains all of the agreements, understandings, representations, conditions and warranties and covenants made between the parties hereto. Unless set forth herein, neither party shall be liable for any representations made prior hereto and all modifications, additions or amendments hereof shall be in writing including facsimile transmissions. This Agreement is not assignable by either party without the express written consent of the other party to this Agreement. Broker

The Company

_____________________________ Signature

________________________________ Signature

________________________________ Printed Name Date: _____________________ _____________________ Social Security Number or Tax ID Number (i.e. EIN) (For 1099 Forms)

Date: ____________________