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Lead Provider gathers information from consumers interested in various services related to their outstanding liabilities (e.g., debt management, debt consolidation, tax settlements, and loan modifications). Such individuals then provide their personal information to an operator via a telephone call. Such information is hereinafter referred to as a “Lead”.

Lead Provider then transfers such Leads via a live telephone call transfer to third parties such as Reseller.

Reseller owns and operates a lead generator and aggregator business and desires to acquire Leads from Lead Provider to transfer to third party businesses (“Clients”).

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Recitals. The above recitals are true and complete and incorporated herein by this reference.

2. Representation of Lead Provider. Lead Provider represents and warrants to Reseller:

1. that it possesses all rights necessary to acquire the Leads and sell the Leads to Reseller as required by applicable laws;

2. that each of the Leads it transfers to Reseller has requested to be connected to someone that can assist such person with their particular issue(s);

3. that is will pay all of the costs and expenses associated with its marketing efforts in obtaining Leads and transferring them via live transfer to Reseller;

4. that it is in compliance with all applicable federal, state, county and local laws, rules and/or regulations that govern its marketing activities in relation to the Leads (collectively “Laws” or “Law”), including but not limited to the Truth in Lending Act, Equal Credit Opportunity Act, the Federal Privacy Law Gramm-Leach Bliley, the Telemarketing Sales Rule, the Telephone Consumer Protection Act, all state and federal laws that (1) limit or prohibit telephone calls to persons on “Do Not Call”, “Do Not Mail” and “Do Not Email” registries, or (2) prohibit deception or the making of false or misleading claims or omissions;

5. that pursuant to the aforementioned “Laws” and any state counterpart, it is legally permitted to contact all Leads as a result of “established business relationships” created by “consumer inquiries” and that all such contacts are therefore subject to a 90 day callback window prior to engaging in federal and state “Do Not Call” compliance. Reseller understands that certain states, such as North Dakota, may have shorter (more restrictive) permissible callback periods, and as such, Reseller agrees to abide by those more restrictive periods;

6. that it has and shall maintain proper licensing and/or bonding in all states in which licensing and/or bonding is required in order to conduct its business (1) in such state, or (2) involving Leads residing in such state;

7. that is understands that at the beginning of each week Reseller shall provide a notice regarding the number of Leads it requires for such week, and it will use its best efforts to deliver the requested number of Leads; and to the extent is fails to so deliver, Reseller shall be entitled to a credit for any amounts it over paid for the Leads ultimately delivered during such week as otherwise provided herein.

3. Responsibilities of Parties.

1. Lead Provider will deliver live Leads to Reseller in accordance with weekly notification provided by Reseller of the weekly Leads requested. Leads shall be transferred to Reseller’s call center via a live telephone call transfer to the telephone number provided by Reseller to Lead Provider.

2. A Lead shall be deemed delivered when transferred to Reseller's specified telephone number and the telephone call is answered via an automated phone system, a voicemail or a live person, or, if the telephone call is not answered, after 20-seconds of ring-time or upon encounter of a busy or disconnect signal.

3. All obligations relating to the receipt of Leads transmitted by Lead Provider shall be the sole responsibility of Reseller. Reseller shall be responsible for payment for all Leads delivered.

4. Leads are being sold exclusively to Reseller for the services provided by its Clients, and will not be sold to any other person.

4. Billing and Lead Return Policy

1. Reseller agrees to pay Lead Provider a Lead Generation Fee for each Lead delivered as herein set forth. Leads that are duplicates (the Leads from the same person sent to Reseller by Lead Provider more than once) shall only be paid for one time.

2. The Lead Generation Fee per lead is proposed before leads are delivered and may be changed only when confirmed in writing by Reseller and Lead Provider at their sole discretion. Lead Provider agrees that any change or request received on Lead Provider company letterhead, from Lead Provider company's email address, or from any person holding themselves out to be a representative of Lead Provider shall be binding upon Lead Provider unless Lead Provider designates, in writing, a limited number of persons permitted to bind it. Notwithstanding anything contained in this paragraph 4.2 above, no change will be deemed valid or accepted unless confirmed in writing by each party.

3. Refunds of any pre-paid Lead Generation Fees shall be treated as credits for future Lead purchases. If any refunds are due at the termination of this Agreement, they shall be due and payable within five (5) days of termination. Lead Provider agrees to pay all costs, including but not limited to court costs, collection agency fees, and reasonable attorney fees, incurred by Reseller in any action seeking to collect past due Refunds.

5. Reporting/Objections/Refunds. Information about Reseller’s account, including detailed account statements showing the Leads Reseller received each week and Reseller’s account balance shall be available within two (2) business days of written request. Any objections Reseller has to the quality or validity of Leads provided to Reseller shall be made in writing no later than thirty (30) days from the end of the calendar month from when the Lead was transferred to Reseller.

6. Non-Circumvent. While a Lead Provider for Reseller and for one (1) year thereafter, Lead Provider may not enter into a business relationship with any of Reseller’s Clients unless (1) a previously existing business relationship between Lead Provider and the Client can be demonstrated to the reasonable satisfaction of Reseller; or (2) Lead Provider and the Client are introduced through no accidental or purposeful disclosure by Reseller or Client. In this connection, both Parties agree and acknowledge that if Lead Provider violates its obligations hereunder, in addition to all other remedies available to Reseller, Reseller shall be entitled to liquidated damages equal to the greater of (i) the amount each such Client paid Lead Provider for any and all Leads any such Client acquired from Lead Provider and (ii) the amount such Client who have had to pay Reseller for any such Lead, less one-half the amount (1/2) Reseller would have had to pay Lead Provider for such Lead in accordance with this Agreement (reduction made only in the event this Agreement remains in effect as of such time). Lead Provider acknowledges, understands, and agrees that these liquidated damages are a fair and accurate estimate of Reseller’s actual damages resulting from a breach of this provision and shall not be construed as penalty or punitive damages against Lead Provider. Further, without this provision and the repercussions to Lead Provider contained herein, Reseller would not be entering into this relationship with Lead Provider.

7. Indemnification. Both Parties agree they shall defend, indemnify, save and hold harmless the other party for any damages or liabilities the other party may incur as a result of breach of any representation, warranty, and/or agreement provided by the party herein, including attorneys fees, fines and penalties. Further, Lead Provider agrees to indemnify, save and hold harmless Reseller for any damages or liabilities that Reseller may incur as a result of Lead Provider’s non-compliance with any applicable laws.

8. Damages for Breach of Contract. In the event of a breach of this Agreement by either Reseller or Lead Provider resulting in damages to the other party, that party may recover from the party breaching the Agreement any and all damages that may be sustained.

9. Term.

1. This Agreement shall commence on the date provided above and shall continue to remain in full force and effect until the statute of limitations expire related to any claim a Lead that Reseller acquires from Lead Provider may have related to Lead Provider’s services expires.

2. Notwithstanding anything stated in Section 9.1 to the contrary, either party to this Agreement may terminate this Agreement by providing the other party with at least fourteen (14) days prior written notice of its desire to terminate the Agreement as of a date certain.

10. Amendment. This Agreement may be amended at any time in writing executed by both Reseller and Lead Provider.

11. Confidentiality. The terms and provisions of this Agreement shall remain confidential to the fullest extent allowed by law and shall only disclosed to those persons needing to know for the purpose of performing their respective duties and obligations hereunder or to a parties legal and/or accounting representatives.

12. Binding Effect. This Agreement shall be binding upon the parties, their successors, assigns and heirs.

13. Attorneys’ Fees. In the event any party shall be forced to retain the services of legal counsel to enforce the terms of this Agreement whether suit be brought or not, the prevailing party shall be entitled to be reimbursed for all attorneys' fees and court costs incurred.

14. Construction. This agreement and all amendments hereto shall be construed in accordance with and governed by the laws of the State of Florida. The parties agree that any legal proceedings brought by either party in connection with or arising out of this Agreement shall be brought in Orange County, Florida and any interpretation rules that the choice of words in an agreement shall be construed against the drafter of an agreement shall not apply.