INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (Agreement) is entered into as of February __, 13 (hereinafter Effective Date) by and between Legal Processors, LLC, a Delaware Limited Liability Company (hereinafter Company), and , an individual (hereinafter Contractor). Company and Contractor may be referred to herein singularly as a Party, or collectively as the Parties. RECITALS WHEREAS Company provides intake, marketing and processing services; WHEREAS Company and Contractor desire to enter into this Agreement to establish the terms and conditions of Contractors duties and responsibilities, as set forth below. NOW, THEREFORE, for good and valuable consideration, the parties agree as follows: 1. PRELIMINARY MATTERS. 1.1. Appointment as Contractor. Company hereby appoints Contractor to act as an independent contract processor on behalf of Company and Contractor agrees to this appointment. 1.2. Independent Contractor Status. The relationship of Company to Contractor shall be that of contractor to independent contractor respectively. Contractor is not an employee of Company for any purpose whatsoever, including state and federal taxes and workers' compensation insurance, but is an independent contractor. Neither this Agreement, the relationship created between the parties herein pursuant to this Agreement, nor any course of dealing between the parties hereto is intended to create, or shall create, an employment relationship, a joint venture, partnership or any similar relationship. Company is interested only in the results obtained by Contractor, who shall have sole control of the manner and means of performing under this Agreement. Contractor does not have, nor shall Company hold Contractor out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of or binding upon Company, or to pledge Company's credit or to extend credit in Company's name without prior approval of Company. 1.3. Compliance with Law. Contractor represents and warrants to Company that Contractor has full knowledge of, and will strictly abide by, all current and future policies, conditions, rules, regulations, ordinances, and laws (collectively, Laws) of all local, state, and federal regulatory agencies which have jurisdiction over Company or Contractor (singularly Governing Agency, collectively, Governing Agencies). 1.4. Conflicting Agreements. Contractor represents and warrants to Company that Contractor is not a party to or bound by any agreement, contract or understanding, whether for employment or otherwise, that would restrict or prohibit Contractor from undertaking or performing Contractors activities contemplated under this Agreement. Contractor shall not engage in any activity requiring a license before Company registers Contractors license with the appropriate Governing Agencies. Contractor will display all required licenses in a prominent and highly visible location if required by law. 1.5. No Representation by Company. Except for matters expressly stated in this Agreement, Company makes no representations or warranties concerning, among other things, any licenses held by Company, the likelihood of Contractors success, Contractors anticipated income or any assistance that Company will provide Contractor. 1.6. Policies and Procedures. Contractor acknowledges that he/she has received a copy of Companys policies and procedures (see Addendum B) and that Contractor will become familiar with and abide by such policies and procedures at all times during the term of this Agreement. Contractor further acknowledges and understands that violation of any of the policies and procedures by Contractor may be grounds for the termination of this Agreement, at Companys sole discretion. Company reserves the right to modify, amend or change any of its policies and procedures at any time without notice to Contractor,
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including Companys pay structure (not to be changed retroactively). Furthermore, any failure of Company to enforce any of its policies and procedures shall not constitute a waiver by Company. 2. COMPENSATION. 2.1. Company shall pay to Contractor as further described in the Payment Schedule attached to this Agreement as Exhibit A. 3. PROHIBITED ACTIVITIES. Banking. Contractor shall not, either directly or indirectly, either alone or in conjunction 3.1. with others:

3.1.1. Open any bank, savings or investment account (i) in the name Legal Processors or any other similar name, (ii) using the letters LP, or (iii) using the words Legal Processors, or subsidiaries, parent companies, umbrella companies or otherwise associated with Company. 3.1.2. Deposit, cash, endorse, transfer, or negotiate any check, draft, or other instrument payable to or intended for Company. 3.1.3. Accept any wire transfers intended for the Company. 3.1.4. Contractor shall not discuss his/her own individual compensation/commission structure with other contractors in the same office building. 3.1.5. Contractor acknowledges that depositing, cashing, transferring, or negotiating any check, draft or other instrument made payable to or intended for the Company or accepting any wire transfer intended for Company is a criminal offense and may be punished by civil and criminal fines and jail. Company will prosecute to the full extent of the law. 3.2. Contracting. Contractor shall not enter into, and does not have the authority to enter into, any contract or agreement on Companys behalf, or to bind or obligate Company in any manner. Contractor shall not undertake any activities or make any representations that imply that Contractor has the authority to bind or obligate Company. 3.3. Non-Solicitation. At no time shall Contractor, directly or indirectly, whether for himself or herself or for an other person, firm, corporation or other entity, call upon, solicit, divert or take away any of the potential, current, past, on-hold or cancelled clients in which Contractor has called, generated, solicited or with who Contractor has become aware of or aquatinted with during the term of this Agreement. Contractor may, however, call upon borrowers on his/her active loans as of the date of termination, for the sole purpose of funding them through Company as provided in section 5 of this Agreement. 3.4. Advertising/Telemarketing. Contractor shall not distribute any advertising or engage in any telemarketing unless Company has first approved the advertising or telemarketing campaign in writing. Contractor shall not create, use or host any internet web site related to Contractors associations with Company without obtaining the prior written consent of Company. 3.5. Computer. Contractor shall not download any file from the internet or any other source without authorization in writing from the Companys President. Cost of repairs from downloading and bringing in viruses will be billed back to you and taken from future commissions. There will be no altering of computers allowed!! 3.6. Other Prohibited Activities. The prohibited activities listed in this Article are not exclusive. Company may, from time-to-time, amend its policies and procedures to prohibit other activities and conduct.

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4. PROTECTED INFORMATION.

4.1. Trade Secrets. All business names, including any D/B/A fictitious business names, methodologies, proprietary information, addresses, phone numbers, internet web sites, advertising, trade secrets, files in process, customer lists, computer printouts, reports, manuals, forms, keys, goods, cards, flyers, supplies, borrower lists, and lender lists and any other materials, names, phone numbers, and processes used or developed by Company before, during, or after termination of this Agreement, or used or developed by Contractor during the term of this Agreement (collectively, Trade Secrets), are and shall remain the sole property of Company, and Contractor has no right, title, or interest therein. Contractor shall not make known to any person, firm, or corporation any Trade Secrets or any information pertaining to them. Upon termination of this Agreement, Contractor shall immediately deliver possessions of all such Trade Secrets to Company and shall immediately discontinue using such Trade Secrets. Contractor shall not directly or indirectly, either during or after the termination of this Agreement, use to Contractors own advantage, or the advantage of any other person or entity, any Trade Secrets or any other information used by, on behalf of, or gained from Company in perpetuity. 4.1.1. Contractor agrees not to disclose or communicate, in any manner, either during or after Contractors agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. 4.1.2. Contractor understands that any breach of this provision, or that of any subsequent Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. To the extent Contractor feels they need to disclose confidential information, they may do so only after obtaining written authorization from [an officer] of the Company. 4.2. Use of Name. Contractor acknowledges Companys ownership of the service mark and trade name Legal Processors and that Companys service mark is famous for purposes of the Federal Trademark Dilution Act, and all applicable state and federal anti-dilution laws. During the term of this Agreement only, Contractor may use the name Legal Processors or the name permitted by the appropriate state to the extent that Contractor is acting as an authorized representative of Company for authorized Company business. Following the termination of this Agreement, Contractor shall not use for any purpose whatsoever either alone or in conjunction with others, either directly or indirectly (i) the name Legal Processors or any similar name, (ii) the letters LP. 4.3. Internet. Contractor shall not create, use or host any Internet web site in connection with Contractors services for Company without obtaining the prior written consent of Company. Contractor shall deliver to Company upon demand ownership of all domain names used by Contractor during the term of this Agreement or which contain any names or combinations of letters identified in paragraph 3.2 above. 5. TERMINATION. 5.1. Termination. Either Party may terminate this Agreement at any time with or without cause, by written notice to the other Party. Each Partys obligations hereunder, which do not survive termination of this Agreement, shall cease immediately upon the delivery of notice of termination to the other Party. 5.2. Effect of Termination. Immediately upon termination of this Agreement, Contractor shall, among other things:

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5.2.1. Return to Company (i) all Trade Secrets, (ii) Company supplies (iii) a complete file, including all documents and notes, on every loan in process or funded, assigned to and maintained by Contractor, and (iv) all materials containing Companys name, logo, or trademark; 5.2.2. Provide Company with complete information on all files maintained by Contractor in process at the time of termination, including (i) the name, address, and telephone number of affiliates, (ii) the files submitted by that affiliate, (iii) the name, address and telephone number of the creditors and (iv) the amount of the debt and any other information related to Contractors work with Company whether material or not. 5.2.3. Notify all vendors and lenders used by Contractor that Contractor is no longer a Contractor of Company. 5.2.4. Not: (i) initiate or accept applications for or process any new debt settlement files, (ii) attempt to sign up any new affiliates, or (iii) initiate or telemarket any new leads for Contractor or (iv) conduct further business in the name of Company (Consult Marketing Group, Inc.) or any similar name or combinations of letters identified herein. 5.3. Forfeiture. Contractor understands that termination of this agreement at any time by either party will result in a forfeiture of any and all future outstanding payments that may have otherwise been due and owing to Contractor pursuant to the Schedule contained herein. All such payments will revert to Company at the time of termination of this agreement by either party. 6. REPRESENTATIONS AND WARRANTIES. 6.1. Contractor Representations and Warranties. In addition to the other representations and warranties contained in this Agreement, Contractor represents and warrants for the benefit of Company that Contractor: 6.1.1. Crimes: has never been convicted of any felony or any crime involving fraud, theft, or moral turpitude. 6.1.2. Investigations: has never been fined, investigated, or disciplined by any Governing Agency or other regulatory agency (i) regarding Contractors trade, profession or occupation, or (ii) for acts of dishonesty, fraud, or theft. 6.1.3. Suspensions: has never been suspended or terminated by an employer for fraud, theft, dishonesty, or harassment; and 6.2. follows: 6.2.1. Contractor will not, during the term of this Agreement, and for all time thereafter following the termination of this Agreement, regardless of the time, manner, cause or lack of cause of said termination, directly or indirectly, disclose to any person, firm or corporation, or permit to be used, the name, address or any other information regarding the customers or clients of Company, or divulge any other information concerning the business of Company that it has or shall have acquired during the period of Contractor's engagement with Company. 6.2.2. Contractor will not at any time during the term of this Agreement, or for a period of one (1) year following the termination of this Agreement, regardless of the time, manner, cause, or lack of cause, of said termination, directly or indirectly, as principal, agent, employer, employee, director, officer, stockholder or in any other individual or independent contractor capacity whatsoever: (i) knowingly induce any supplier or employee of Company to terminate, or in any way alter, its relationship with Company, and/or; (ii) directly or indirectly disclose to any other person, firm or entity, the names and/or addresses of any of the customers, clients and/or subcontractors of Company.
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In further consideration of being retained by Company, Contractor further covenants as

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6.2.3. Contractor, in the course of conducting its business as contemplated by this Agreement, will faithfully comply with all applicable State and Federal laws, rules and regulations pertaining thereto, expressly including, but not limited to, IRS guidelines for reporting commissions paid of greater than $600 per year, the prohibition of sexual harassment, in addition to all current and future Company rules and regulations. 6.2.4. Contractor, nor any entity owned or controlled by Contractor shall, without Company's prior express written approval, market, sell, offer to sell, solicit the sale of, deliver, or in any other manner deal in goods or products which compete with those goods or products offered by Company. 6.2.5. During the term of this Agreement, and for a period of two (2) years after its termination, for whatever reason, Contractor will NOT make or communicate any derogatory statement about Company or any of its products, officers, owners, employees, agents or representatives. 6.2.6. Contractor covenants and agrees not to misrepresent any material fact to potential or actual customers, and that it understands any misrepresentation may result in termination of this Agreement. 7. MISCELLANEOUS. 7.1. Indemnity. Contractor will indemnify, defend and hold Company harmless from any and all claims, demands, losses, actions, causes of action and lawsuits, including reasonable attorneys fees and expenses (collectively, CLAIMS) arising from, connected with or related to: 7.1.1. 7.1.2. 7.1.3. Contractors conduct, Loans originated or funded by Contractor For any breach of this Agreement by Contractor.

7.2. Consents and Notices. Any consent of Company shall not be effective, unless signed by a Company Director. All notices hereunder shall be in writing. Notices may be delivered personally, Federal Express, or by certified mail, postage, return receipt requested, to the respective Parties as follows: If to Contractor: If to Company: To the Address listed at the end of this Agreement 6611 Valjean Avenue, #109 Van Nuys, California 91406

7.3. Arbitration. To the full extent allowed by law, any controversy, claim, or dispute between Company (and/or any of its officers, directors, agents, representatives, or affiliated entities) and Contractor relating to or arising out of this Agreement or Contractors duties hereunder will be submitted to final and binding arbitration in Los Angeles, California, before The American Arbitration Association, JAMS, or another professional arbitration association/service mutually agreeable to both Parties. Any arbitration shall be conducted with accordance with the arbitrators rules with respect to the resolution of employment disputes as the exclusive remedy for such controversy, claim, or dispute, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. In agreeing to arbitration the parties hereto understands that 1) they are waiving our right to have any case determined in court; 2) arbitration is final and binding; 3) discovery is generally more limited in arbitration proceedings than in court proceedings; and 4) the award in an arbitration proceeding is not required to contain factual findings and legal reasoning. However, claims for workers compensation benefits and unemployment insurance (or any other claims where mandatory arbitration is prohibited by law) are not covered by this arbitration agreement, and Contractor may present such claims to the appropriate court or government agency. BY AGREEING TO THIS BINDING ARBITRATION PROVISION, THE PARTIES HEREBY WAIVE ALL RIGHTS TO A JURY TRIAL.
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7.4. Advice of Counsel. Neither Company nor Contractor shall be deemed to have drafted this Agreement. Both Company and Contractor have had an opportunity to consult with counsel of their choice and both Company and Contractor enter into this Agreement with complete knowledge and understanding of its terms. 7.5. Choice of Law. This Agreement, and any dispute arising from or relating thereto, shall be governed by and constructed pursuant to the laws of the State of California and shall be arbitrated in the State of California. The place of performance of this Agreement is the city of Los Angeles, County of Los Angeles, California. 7.6. Severability. Any provision of this Agreement held invalid, void or illegal in no way affects, impairs, or invalidates any other provision of this Agreement, and such other provisions shall remain in full force and affect. This Agreement and the attached exhibits constitute the entire Agreement between the parties hereto and supersede any and all prior negotiations and representations. Neither party has made any representations or promises, nor have they made any other inducement of any kind, oral or written, to the other, except as set forth herein. This Agreement may be amended only in a writing that is signed by both parties. 7.7. Assignment/Successors/Waiver/Captions. Company may assign this Agreement without the prior written consent of, or notice to, Contractor. The provisions of this Agreement shall obligate, extend to and inure to the benefit of the parties respective heirs, personal representatives, successors and assigns. No waiver of any provision of this Agreement shall be deemed 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. The various headings and numbers in this Agreement are for the purpose of convenience only, and shall not be considered a part of this Agreement. 7.8. Survival of Obligations. To the maximum extent allowed by the law, all of the terms and conditions of this Agreement shall survive the termination of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. COMPANY
By: CONTRACTOR

SIGNATURE

PRINTED NAME/TITLE

PRINTED NAME

ADDRESS

ADDRESS (CONT.)

SSN/TAX ID

CONTACT NUMBER / EMAIL ADDRESS

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Exhibit A PAYMENT SCHEDULE A house fee of $900 applies to each submission and shall be deducted before Contractors sales commission (and/or bonus, if any) is calculated. For each submission credited to Creditor, the customer will be making two (2) payments. The house fee for each submission will be applied even among the payments made for each submission. Contractor understands and agrees that a commission, or bonus, is not earned until Company has received the customer payment. If Contractor is eligible for a bonus, as further described herein, all earned bonuses shall be paid on or about the fifteenth (15th) day of the month following the month in which the bonus was earned. Commission Schedule: For each calendar month, Contractor shall be eligible for the following sales commission: Contractor shall earn a 30% sales commission for the first (1st) through sixth (6th) submission he processes; Contractor shall earn a 35% sales commission for the seventh (7th) thru twelfth (12th) submission he processes; Contractor shall earn a 40% sales commission for the thirteenth (13th) thru seventeenth (17th) submission he processes.
Monthly Submissions 16 7 12 13 17 Commission 30% 35% 40%

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