AFFILIATE REPRESENTATION AGREEMENT

This Sales Affiliation Agreement (the “Agreement”) is between Debt Rescue
Central, LLC, an Illinois limited liability company (“Company”), and an individual
(“Affiliate”). Company and Affiliate are herein referred to individually as a “Party” and
collectively as the “Parties.”

RECITALS

Company desires to appoint Affiliate as an independent sales Affiliate to market, promote
and sell Company’s debt management services (the “Services”) to potential and existing
consumers (the “Customers”), and Affiliate desires to accept such appointment, in
accordance with the terms and subject to the conditions of this Agreement.

AGREEMENT
In consideration of the recitals, the premises and the mutual covenants herein
contained, and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:

ARTICLE 1
1 APPOINTMENT AND DUTIES OF AFFILIATE

1.1 Appointment. Company hereby appoints Affiliate as an independent sales
Affiliate to market, promote and sell the Services to Customers in a provided
territory. Affiliate hereby agrees to use Affiliate’s best efforts to market, promote
and sell the Services to Customers in the provided territory by the Company.

1.2 Duties of Affiliate. Affiliate shall use its best efforts to market, promote and sell
the Services to the Customers. Affiliate shall immediately forward to Company
all orders for Services solicited or obtained by Affiliate from Customers. All
orders must be expressly accepted by Company for Affiliate to be eligible for
commission under this Agreement. Affiliate shall conduct its business in its own
name in a manner it deems appropriate within the letter and spirit of this
Agreement. Affiliate shall pay all the expenses of its office and activities under
this Agreement. Affiliate shall furnish to Company any information it may, from
time to time, request in connection with Affiliate’s business activities on behalf of
Company. Affiliate shall have no right to assign, transfer, subcontract or grant to
others any right, or obligation under this Agreement without the prior written
consent of Company. Affiliate shall obtain all licenses or permits required, if any,
to operate as such and must comply with all applicable laws in fulfilling its
obligations under this Agreement. Affiliate shall not engage in conduct that could
diminish the goodwill of Company or the Services. Affiliate may not use
Company’s name, logo, trademark, service mark or other intellectual properties,
except in connection with fulfilling its obligations under this Agreement.
Affiliate shall not make or offer any warranties, representations or guarantees
concerning the Services or Company without Company’s prior written consent.

ARTICLE 2
2 INDEPENDENT CONTRACTOR STATUS

2.1 Nature of Relationship. Affiliate will act as an independent contractor, not an
employee of Company and Affiliate will not make any representations as an agent
of Company. Nothing contained herein creates an agency, franchise, employeremployee
or other relationship between the Parties. Affiliate has no authority,
other than that which has been specifically agreed to in writing by Company, to
bind Company or incur any obligations or liabilities for, or on behalf of,
Company. Affiliate shall pay all taxes due, including employment-related taxes,
with respect to commissions or other payments made to Affiliate hereunder

2.2 No Benefits or Medical Insurance; Independence; IRS Time Reporting Requirements.
(A) No Workers’ Compensation or Other Benefits. AFFILIATE
RECOGNIZES AND AGREES THAT BECAUSE AFFILIATE IS NOT
AN EMPLOYEE OF COMPANY: (A) AFFILIATE IS NOT COVERED
BY COMPANY’S WORKERS’ COMPENSATION AND WILL NOT
BE ENTITLED TO ANY WORKERS’ COMPENSATION BENEFITS
AS A RESULT OF PERFORMING THE SERVICES FOR COMPANY;
AND (B) AFFILIATE IS NOT ENTITLED TO ANY BENEFITS
COMPANY MAY PROVIDE TO ITS EMPLOYEES, INCLUDING BUT
NOT LIMITED TO RETIREMENT PLAN BENEFITS, VACATION
BENEFITS, STOCK OPTIONS AND BONUSES.
(B) No Medical Coverage From Company; Proof of Independent Medical Coverage.

AFFILIATE RECOGNIZES AND AGREES THAT
BECAUSE AFFILIATE IS NOT AN EMPLOYEE OF COMPANY,
COMPANY PROVIDES NO MEDICAL, DENTAL, VISION, MENTAL
HEALTH OR OTHER BENEFITS OR INSURANCE TO AFFILIATE.
IN THE EVENT OF A NEED FOR MEDICAL TREATMENT,
AFFILIATE MUST RELY ON AFFILIATE’S OWN MEDICAL
INSURANCE COVERAGE. Affiliate must provide proof of medical
insurance upon execution of this Agreement.

2.3 Independence. Affiliate hereby declares and agrees that Affiliate: (A) is engaged
in an independent business and will perform Affiliate’s obligations under this
Agreement as an independent contractor and not as the agent or employee of
Company; (B) will be solely responsible for all matters relating to payment of
social security, withholding and all other federal, state and local laws, rules and
regulations governing such matters; and (C) that Affiliate will be responsible for
Affiliate’s own acts during the performance of Affiliate’s obligations under this
Agreement.
2.4 Representations of Affiliate. Affiliate represents that it possesses the expertise,
knowledge and financial ability requisite to perform the duties charges to Affiliate
under this Agreement. Affiliate shall, at its own expense, defend, reimburse and
hold Company harmless from any and all claims which may arise as a result of
Affiliate’s action or breach of this Agreement.

ARTICLE 3
3 COMPENSATION AND INCENTIVE
3.1 Compensation. The Affiliate will receive a compensation as follows:

MONTHLY CLOSED UNITS	REFERRAL FEE	** MONTHLY POTENTIAL
1 to 5	$ 250.00	$ 1,250
6 to 10	$ 300.00	$ 3,000
11 to 30	$ 350.00	$ 10,500
31 to 50	$ 400.00	$ 20,000
51 to 100	$ 450.00	$ 45,000

** Potential figures are based on the maximum amount of monthly closed units
This compensation is based on the condition for DRC to be able to close the client.

3.2 Incentive. The Affiliate may receive an incentive on a case-by-case basis and will
be announced by the program director.

ARTICLE 4
4 TERM AND TERMINATION
4.1 Term and Termination.
(A) This Agreement is effective as of the Effective Date and shall continue for
twelve (12) months unless earlier terminated, as follows:
a. At any time upon the mutual written consent of the Parties.
b. By either Party in the event of a material breach by the other Party.
The non-breaching Party may terminate this Agreement thirty (30)
days after the non-breaching Party provides notice of the breach to
the breaching Party if the breach continues for fifteen (15) business
days after the non-breaching Party provides notice of the breach to
the breaching Party.
c. By Company at any time in the event that (i) Affiliate is bankrupt
or insolvent, (ii) there is an assignment for the benefit of Affiliate’s
creditors or similar disposition of the assets of the Affiliate, (iii)
Affiliate voluntarily abandons its business, (iv) there is a
conviction or a plea of guilty or no contest to a charge of violating
any law relating to the Affiliate’s business, or (v) any act of the
Affiliate materially impairs the goodwill associated with
Company’s trademark, trade name, service mark logo or other
commercial symbol.
(B) The Parties may extend the term or any subsequent term of this Agreement
by executing a separate written agreement of extension.
4.2 Post-Termination Obligations. Upon termination of this Agreement, Affiliate
shall receive commissions in accordance with Section 3.1(A) of this Agreement
for each new order obtained by Affiliate and accepted by Company prior to the
effective termination date. Affiliate shall immediately deliver to Company any
and all properties, copies or electronic files of Company in the possession,
custody or control of Affiliate including, but not limited to, any customer list,
correspondence, proposals or quotations, promotional materials, software
programs and office equipment or business information or data, whether written,
oral or otherwise. Along with the returned properties, Affiliate shall submit a
sworn affidavit stating that all properties of Company have been returned by Affiliate.

ARTICLE 5
5 PROTECTION OF INTELLECTUAL PROPERTY OF COMPANY
5.1 Sale of Competitive Products. During the term and for the twelve (12) month
period immediately thereafter, Affiliate shall not market, sell, demonstrate or refer
to Customers any product or service that is produced or sold by any entity which
competes, directly or indirectly, with the Services, except as permitted in writing
by Company.
5.2 No Licenses. Affiliate recognizes and agrees that except as explicitly provided
herein, nothing contained in this Agreement will be construed as granting any
property rights, by license or otherwise, to any Company tangible or intangible
property disclosed or developed pursuant to this Agreement, or to any invention
or any patent, copyright, trademark, or other intellectual property right that has
issued or that may issue, based on such. Affiliate will not make, have made, use,
sell, license or provide for any purpose to any third party any: (A) Company
tangible or intangible property; or (B) product or other item using, incorporating
or derived from any of Company’s tangible or intangible property.
5.3 Non-solicitation. During the term of this Agreement, Affiliate will not, directly or
indirectly, solicit or hire or encourage other persons to solicit or hire any
employees of Company. Affiliate and Company agree that the restraint imposed
under this Section 5.1 is necessary for the reasonable and proper protection of
Company and that the restraint is reasonable in terms of its subject matter,
duration and geographic scope. Without intending in any way to limit the
remedies available to Company, Affiliate understands and agrees that damages at
law may be an insufficient remedy to Company if Affiliate breaches this covenant
not to compete and that Company may seek injunctive relief in any court of
competent jurisdiction to restrain the breach or threatened breach of this
Agreement or otherwise specifically to enforce the covenants contained in this
Agreement.

5.4 Confidentiality.
(A) As used herein, “Confidential Information” means any Company nonpublic
or proprietary information, including, without limitation, technical
data, trade secrets, plans for products or services, marketing plans,
software (in API, script, object, executable, or source code form), financial
documents or data in whatever form or medium, or the terms and
conditions of this Agreement. “Confidential Information” does not
include any information: (i) that is in the public domain through no act or
omission of Affiliate; (ii) was in Affiliate’s lawful possession without
limitation on disclosure, as demonstrated by the files in existence at the
time of disclosure; (iii) becomes known to Affiliate from a source other
than Company, which disclosure is not in violation of Company’s rights;
or (iv) was independently developed by Affiliate without any use of the
Confidential Information, as demonstrated by files created as of the time
of such independent development.
(B) Affiliate agrees that all Confidential Information related to the Services
and Company are valuable trade secrets of Company and shall remain
confidential, and will not be disclosed to any party or entity, except in
connection with the fulfillment of Affiliate’s obligations under this
Agreement. Affiliate may only duplicate Confidential Information as
necessary to perform its obligations under this Agreement. This provision
shall survive the termination of this Agreement. Affiliate acknowledges
and agrees that a breach of any of the provisions of this Section 5.4 will
cause Company irreparable harm for which there is no adequate remedy at
law. Affiliate hereby consents to the issuance of an injunction or equitable
relief in favor of Company enjoining Affiliate from further breach of any
such covenant or Agreement by any court of competent jurisdiction.
Affiliate shall be liable for all costs and expenses, including reasonable
attorney’s fees, which Company may incur in enforcing any provisions of
this or any other provision of this Agreement.

ARTICLE 6
6 MISCELLANEOUS
6.1 Indemnification. Affiliate shall indemnify and hold Company harmless from any
liability, claim, judgment, loss, cost, expense or damage, including attorney’s fees
and legal expenses, resulting from the Affiliate’s failure to comply with the terms
and conditions of this Agreement. This Section 6.1 shall survive the expiration or
termination of this Agreement.
6.2 Survival. The following Sections shall survive the expiration or termination of
this Agreement: 4.2, 5.1, 5.4, and 6.1.
6.3 Miscellaneous. This Agreement contains the entire agreement and understanding
of the Parties concerning the subject matter of this Agreement and supersedes all
prior written or oral agreements or understandings between the Parties. No
amendment to this Agreement or waiver of the rights or obligations of either Party
shall be effective unless in writing and signed by the Parties. Company may
assign this Agreement at any time. Affiliate may not assign this Agreement. This
Agreement may be signed by facsimile and in counterparts. Paragraph headings
used herein are for convenience only and shall in no way be construed to be a part
of this Agreement or as a limitation of the scope of the particular paragraph or
section to which they refer. No waiver, modification or amendment of any term,
condition or provision of this Agreement shall be valid, binding or of any effect
unless made in writing, signed by the Parties. Any waiver or failure to enforce
any provision hereof shall not affect or impair any other provision hereof, nor
shall such waiver or failure to enforce affect a Party’s right with respect to future
breach by a Party. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which shall constitute one
and the same instrument. This Agreement is governed by the laws of the State of
Illinois, United States of America, without regard to its conflict of law principles.
If any provision of this Agreement is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect to the extent not held invalid or unenforceable.