This Agreement is entered into this day between Nevada Corporate Headquarters, Inc. (NCH), a Nevada corporation, with offices located at 101 Convention Center Dr, Ste. 700, Las Vegas, Nevada, 89109, and Affiliate. This Agreement contemplates a positive working relationship between NCH and the Affiliate that is profitable to both Parties. The essential nature of this relationship will be that of Affiliate working as an independent contractor, referring business leads to NCH. NCH will then compensate Affiliate for said leads on the basis of the accompanying Addendum of Compensation, attached hereto and incorporated as a part of this Agreement by this reference. In order to protect the interests of Affiliate, NCH agrees to provide Affiliate with a monthly Sales Tracking Report. This report will list: 1) all leads resulting in the closure of sales by NCH, and 2) all commissionable amounts, as these may be determined by the provisions of the attached Addendum of Compensation. Affiliate is entitled to verification of the Report by means of direct contact with leads provided by it to NCH. In those instances in which Affiliate may find that sales have been made but not reported, NCH agrees to rectify this situation upon submission of proof by Affiliate. During the course of this Agreement, Affiliate may be privy to or directly working with proprietary information, which is critical to the successful conduct of business by NCH and the maintenance and improvement of its competitive position within this industry. Affiliate agrees hereby that all such information will be treated with strictest confidence and may not be used at any time or in any manner in work you may do with companies, persons or entities outside of NCH. Such information includes, but is not limited to trade secrets, copyrights and trademark protections, asset protection strategies as taught and implemented by NCH, tax planning information and strategies, business and personal credit building resources and methods, business funding program methods and specific funding sources, methods and procedures of doing business and the provision of services to clients. If Affiliate and NCH agree to establish an electronic means for the transmission of sales leads and/ or other information via the Internet, NCH agrees that such transmissions will be conducted by means of secure web site linkages, provided by NCH. Affiliate acknowledges and agrees that in particular, all information having to do with the clients/ customers of NCH, including but not limited to names, addresses, telephone numbers and other contact information, as well as any other personal or business related information, as it may exist from time to time is a valuable, and unique proprietary asset of NCH. Accordingly, Affiliate shall not, during or after the term of this Agreement, disclose the list of NCH's clients/ customers or any portion thereof to any person, firm, corporation, association or other entity for any reason or purpose whatsoever. In the event of a breach or threatened breach by the Affiliate of the provisions of this paragraph, NCH shall be entitled to, and Affiliate agrees to be bound by an injunction restraining Affiliate from disclosing, in whole or in part, the list of NCH's clients/ customers or from rendering any services to any person, firm, corporation, association or other entity to whom such list, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein shall be construed as prohibiting NCH from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Affiliate. Affiliate acknowledges that the services to be rendered by him or her are unique to this Agreement and personal to NCH. Accordingly, Affiliate may not assign any of his or her rights or delegate any of his or her duties or obligations under this Agreement without the prior written authorization of NCH. The rights and obligations of NCH under this agreement shall inure to the benefit of and shall be binding upon the successors in interest and/ or the assigns of NCH. Affiliate agrees that as a matter of his/ her being engaged as an independent contractor that he/ she shall be treated as such for all purposes, including, but not limited to, federal and state taxation, withholding, unemployment insurance and worker's compensation. This Agreement does not contemplate that Affiliate will be entitled to such benefits as would be offered to employees of NCH, including unemployment insurance, medical insurance, pension plans, and other benefits. Affiliate acknowledges and agrees that as an independent contractor, Affiliate is not entitled to and may not represent himself/ herself as an employee of NCH in any capacity. Affiliate specifically understands and agrees hereby that he/ she shall assume all responsibility, legal or otherwise, for representations, claims, and promises made to clients or potential clients of NCH. Any notice required or desired to be given under this agreement shall be deemed given if in writing sent by certified mail to his or her principal office or place of business, as listed herein above. This agreement contains the entire understanding of the Parties. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. The term of this Agreement shall be for a period of one-year (1), to commence from the date of signing by Affiliate, as listed below. This Agreement shall be renewable upon written notice by the Parties for subsequent periods of one-year (1). Either Party may terminate this Agreement upon 45 days written notice to the other Party. In the event of a dispute as to the meaning of any of the terms and provisions of this Agreement, or in the event of litigation, all such issues shall be resolved according to the laws of the State of Nevada, in a Court of competent jurisdiction therein. ADDENDUM OF COMPENSATION This Addendum of Compensation will memorialize the specific terms of compensation agreed upon by NCH, Inc. and (hereafter referred to as, "Affiliate"). This Addendum is made a part of the Independent Affiliate Agreement entered into and signed by the Parties thereto on this day as agreed to by disclaimer. 1. Services to be Performed by Affiliate: Affiliate agrees that the specific services to be performed by it include providing NCH, Inc. with sales leads. Such leads to include any and all information necessary for NCH, Inc. to contact said leads and present to them, services and products sold or otherwise offered by NCH, Inc. to potential clients. Affiliate agrees that said leads are to be found and provided to NCH, Inc. at Affiliate's sole cost. 2. Referral Fee: NCH, Inc. agrees to pay to Affiliate, a Referral Fee in the amount of 10% of the fees paid to NCH, Inc. (excluding shipping & handling and any additional state fees) by any lead provided to NCH, Inc. by Affiliate. Affiliate and NCH, Inc. specifically agree that any Referral Fee will be based on only those leads resulting in actual sales of products and services by NCH, Inc. to leads provided to NCH, Inc. by Affiliate. 3. Affiliate Sponsored Seminar Referral Fee: NCH, Inc. agrees to pay Affiliate a Referral Fee in the amount of 20% of the fees paid to NCH, Inc. (excluding shipping & handling and any additional state fees) by any lead generated at a seminar promoted and sponsored by Affiliate at which an NCH, Inc. speaker is afforded not less than one hour of time to present on a mutually agreeable related topic and at which NCH, Inc. is afforded the opportunity to promote NCH, Inc. products and services. Affiliate and NCH, Inc. specifically agree that any seminar generated Referral Fee will be based only on those leads resulting in actual sales of products and services by NCH, Inc. to leads generated by Affiliate Sponsored Seminar. 4. Web Links: NCH, Inc. agrees to create and provide to Affiliate, a coded link that Affiliate may use in its Internet Web site that will allow users of Affiliate's Web site to link directly to NCH, Inc.'s Web site. The coded link will allow the Parties to track the number of visitors that actually link to NCH, Inc. and purchase products and/or services on-line.