FSI Network
of Brokers

This FSI network of associates agreement (“Agreement”) describes the terms and conditions, which are a prerequisite for any person and/or firm, which is you, to become a broker (hereinafter the “Broker”) for FSI Holding Corp. and Debt Shield Inc., (collectively hereinafter as the “Company”); with each being referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, Company is seeking the submission of Qualified Leads for its debt settlement program.

WHEREAS, Broker, in its normal course of business, occasionally, comes across a consumer who might be a Qualified Lead and eventual Qualified Client of Company.

WHEREAS, Broker desires to direct, for recompense, such Qualified Leads to Company pursuant to the terms and conditions of this Agreement.

NOW THEREFORE, it is agreed:

1. DEFINITIONS:
   1. “Qualified Lead(s)” as used herein, means a consumer, who has not been previously referred by Broker to any other person or entity that provides debt settlement services, that is referred to Company by Broker and said Broker has expressly confirmed that such consumer has:
      1. a minimum of $10,000 in total unsecured debt, and
      2. cannot afford to pay the total minimum monthly payments on such debts, and
      3. wishes to receive a consultation from Company regarding such unsecured debt.
   2. “Qualified Client(s)” as used herein, refers to a Qualified Lead who Company approves for its debt settlement program, who subsequently enrolls in the program and pays one full month of the contracted amount.
   3. “Authorized Representative” as used herein, refers to an officer, director, or board member.
2. PAYMENT TO BROKER AND CONDITIONS THEREOF:
   1. In order for Broker to receive compensation for the submission of Qualified Lead(s) to Company, the following must occur:
      1. Broker shall either:
         1. facilitate a "warm transfer" to company and provide Company with the unique Broker identification number, or
         2. enter the Qualified Lead's information on Company's designated website for Broker submissions (if and when such website is up and running); and
      2. The Qualified Lead(s) submitted by Broker to Company must attain the status of a Qualified Client.
   2. If all conditions set forth in subsection (A) above are met, Company shall, subject to subsections (D) and (G) below, pay Broker:
      1. $200 for each Qualified Client (“Submission Payment”); and/or
      2. a monthly $500 Bonus if, and only if, Broker submits twelve (12) or more Qualified Clients in a specific calendar month (“Monthly Bonus Payment”).
   3. The Submission Payment and/or Monthly Bonus Payment will be paid to Broker via check, which will be sent out on or before the 15th of each month following the month such payments are earned. Broker may check on the status of the Qualified Leads by contacting a Company representative.
   4. Company reserves the right to not pay one or all Submission Payment(s) and/or Monthly Bonus Payment(s) if, in Company's sole reasonable discretion, it has found that Broker used fraud, misrepresentation, bad faith or otherwise violated a term or condition of this Agreement in developing a lead or carrying out Broker's responsibilities and obligations under this Agreement.
   5. In the event of Termination [see Section 6(A) below], Broker shall still be entitled to any Submission Payment and/or Monthly Bonus Payment for any Qualified Lead(s) identified and submitted to Company prior to Termination that later becomes a Qualified Client.
   6. Broker is responsible for reporting and paying any federal, state, local, and/or unemployment taxes on income received from Company.
   7. If Broker violates Section 3(B)(11) of this Agreement, Company shall have no obligation to pay Broker for any affected Qualified Client(s). If Company has already made a Submission Payment and/or Monthly Bonus Payment to Broker for an affected Qualified Client, Company shall be entitled to a set-off.
3. COVENANTS AND WARRANTIES:
   1. Broker understands and acknowledges that Company only works with consumers regarding their unsecured debts. Company's programs have no connection to any secured debt, loan, re-financing or other debt creating scheme.
   2. Broker hereby warrants, and assumes liability for, the following:
      1. Broker will identify Qualified Leads only in the course of Broker's professional dealings and will not use additional, supplemental or any alternative methods to market to consumers and/or generate leads for this Agreement.
      2. Broker has full authority to enter into this Agreement and any submission of Qualified Leads hereunder are done with the full knowledge and authority of all persons associated with the management of Broker's business.
      3. Broker will not transfer any consumer, or hold a consumer out, as a Qualified Lead to Company unless Broker is given express permission to do so by the Qualified Lead.
      4. Broker is involved in a business that is in full compliance with all laws, regulations and covenants covering Broker.
      5. Broker is in compliance with all relevant laws, whether they be federal, state or local rules of professional conduct. By way of example and not limitation, Broker is operating within and will pay close attention (depending on Broker's industry) to laws such as the Gramm-Leach-Bliley Act; RESPA; the FTC's Telemarketing Sales Rule and similar state and local laws regarding unfair or deceptive sales practices; and/or any other state or federal laws concerning real estate, lending, brokers, attorneys and accountants (if applicable).
      6. Other than assuring that the consumer is a Qualified Lead and making general statements about debt settlement services as they relate to Company, Broker shall not hold itself out to any person or entity, either privately or publicly, that Broker is an authorized representative for Company or that Broker has the right to enter into an agreement or obligation on behalf of Company.
      7. Broker shall refer all questions that Qualified Clients may have regarding Company's debt resolution services to Company's representative.
      8. Broker shall not make any verbal or written statements that defame or slander Company's business practices or its personnel.
      9. Broker enters into this Agreement with a good faith intent to direct Qualified Leads to Company. Broker will not circumvent this process or attempt or aid another person or firm into marketing, offering or giving debt settlement services to consumers; other than as agreed in this Agreement.
      10. Once a Qualified Lead is submitted by Broker to Company, Broker may not market any future services and/or products to such Qualified Lead(s) that involve debt settlement services.
      11. Broker shall not sell, or otherwise refer, any information about or regarding any Qualified Lead to a third person or entity for any purpose whatsoever.
      12. Broker represents and warrants that the Submission Payment and/or Monthly Bonus Payment, as specified herein, is consistent with and permissible under any laws or regulations that may govern Broker's profession.
      13. Broker understands and acknowledges that Company is not a law firm and does not engage in the practice of law.
      14. During this Agreement and for a period of 2 years following any termination of this Agreement, Broker will in no way solicit any prior or previous employee, client, vendor, consultant, contractor, officer, competitor or business associate of Company, known to Broker or which Broker should have reason to know with a reasonable investigation. Further, understanding that Company deals with consumers in the national marketplace, Broker shall not directly or indirectly compete or aid another person or firm to compete with Company for a period of 2 years following termination of this Agreement.
      15. Broker shall its own independent judgment for determining if this broker program and Agreement terms are in compliance with Broker's industry guidelines, regulations and state and federal laws.
   3. Company makes no express or implied warranties with respect to the FSI network of associates program or Broker's ability to earn income hereunder. Except for any warranty, condition, representation or term to the extent to which the same cannot or may not be excluded or limited by law applicable to Broker in Broker's jurisdiction, COMPANY MAKES NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) WITH RESPECT TO THE BROKER PROGRAM OR ITS EFFECTIVENESS FOR ANY OR ALL QUALIFIED LEAD(S) OR QUALIFIED CLIENT(S).
4. CONFIDENTIALITY:
   1. In the performance of this Agreement, each Party may have access to confidential, proprietary or trade secret information owned or provided by the other Party, such as marketing plans, business plans, financial information, specifications, flow charts and other data (in any form whatsoever) that is reasonably considered non-public ("Confidential Information").
   2. All Confidential Information supplied by one Party to another pursuant to this Agreement shall remain the exclusive property of the disclosing Party. The receiving Party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information or any part thereof to any third Party. In addition, the receiving Party agrees to protect all Confidential Information, provided by the disclosing Party, by exercising the same degree of care the receiving Party uses to protect its own information of like importance, but in no event less than reasonable care.
   3. Neither Party shall have any obligation with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving Party; (ii) was previously known to the a receiving Party or rightly received by a receiving Party from a third Party; or (iii) is independently developed by or a the receiving Party.
5. RELATIONSHIP OF THE PARTIES:

   It is expressly understood and agreed that the relationship between the parties is solely to allow Broker to submit Qualified Leads to Company. As such, Company and Broker are independent contractors and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales arrangement, or employment relationship between the Parties.

6. TERM AND TERMINATION:
   1. This Agreement shall become effective on the date it is either:
      1. physically signed by Broker, or
      2. Broker clicks, "I accept" when providing Broker's information through Company's applicable website (if and when such website is up and running).
   2. Subject to subsection (C) below, either Party may terminate this Agreement, and any relationship between the Parties, with or without cause, by giving the other Party written notice (“Termination”).
   3. If Broker does not submit any Qualified Leads under this Agreement for any period lasting longer than 120 calendar days (“De Facto Termination”); such De Fact Termination shall act as an express representation by Broker that the Agreement has been terminated. If, after a De Facto Termination, Broker desires to submit a Qualified Lead to Company, Broker shall bear full responsibility for ensuring this Agreement has not been modified since the date of the De Facto Termination prior to sending any such Qualified Lead(s) to Company. If Company accepts such as a Qualified Client, this shall be deemed sufficient action so as to bound the Parties under the then-controlling terms and conditions that are in place for this type of business arrangement.
7. LIMITATION OF LIABILITY AND INDEMNIFICATION:
   1. Limitation of Liability: In no event shall Company be liable in contract or tort for loss of revenues, profits, goodwill, damage or loss of data, or any indirect, incidental, punitive, or consequential damage suffered or incurred by the other in connection with or arising from this Agreement. Company's liability for other damages resulting from or relating to this Agreement, or any use thereof, shall not exceed the amount paid to Broker. This subsection (A) shall not apply to damages resulting in personally injury or damage to real or tangible property.
   2. Indemnification: Broker shall defend, indemnify and hold harmless Company and its officers, directors, employees, agents and affiliates against any third party claim, to the extent arising out of or in connection with this Agreement (the “Claim”). Broker shall pay any award against Company or its affiliates and any costs and attorneys' fees reasonably incurred by Company and its affiliates resulting from any such Claim provided that Company gives Broker notice of said Claim. Broker shall not settle the Claim without Company's prior written consent (which will not be unreasonably withheld). Company (at its own cost) may participate in the defense and settlement of any Claim.
8. MODIFICATION AND WAIVER:
   1. This Agreement may be modified at any time at the sole discretion of Company by informing Broker either through Company's website or in writing. These modifications may include, but are not limited to, changes in Submission Payments, payment procedures and Program rules. If any modification is not acceptable to Broker, Broker's sole recourse shall be to terminate this Agreement [as specified in Section 6(B) above]. Continued participation in the program after the modification will constitute constructive and binding acceptance of any such modifications.
   2. Broker has no right to modify this Agreement unless in writing and signed by an Authorized Representative of Company.
   3. Company failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of Company's right to enforce any provision of the Agreement and one waiver does not constitute a future or continuing waiver.
9. SEVERABILITY:

   If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

10. GOVERNING LAW AND VENUE:

    This Agreement will be governed by the laws of the United States and the State of Maryland, without reference to the rules governing choice of laws. Any action relating to this Agreement must be brought in courts and venue located in Howard County, and Broker consents to the jurisdiction of such courts.

11. FINAL AGREEMENT:

    This Agreement represents the full and final agreement between the Parties and integrates all prior and contemporaneous agreements, if any, between the Parties, both written and oral.

12. ASSIGNABILITY:

    Broker may not assign this Agreement without first receiving prior written consent from an Authorized Representative of Company. Company may assign this agreement upon notice to Broker.

13. HEADINGS:

    Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the parties have duly executed this Agreement by their respective Authorized Representatives as of the date executed by both Parties.