INDEPENDENT CONTRACTOR AGREEMENT This the INDEPENDENT CONTRACTOR by mmcsx

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                           INDEPENDENT CONTRACTOR AGREEMENT

This the INDEPENDENT CONTRACTOR AGREEMENT (“AGREEMENT”) is made by and
between Ovadya Funding Group International, Inc., an Indiana company, (“the (a)
COMPANY”), and ___________________________________________________________,
                                 (First, Middle, Last, Name Spelled out - No Initials)
(“the INDEPENDENT CONTRACTOR”), an individual person, and is effective as of the date
set forth above the signatures (“Effective Date”).
NOW, THEREFORE, the parties agree as follows:


1.     Scope of SERVICE(s).

        1.1 Duties. The INDEPENDENT CONTRACTOR shall perform for and
        deliver to the COMPANY the SERVICE(s) ("SERVICE(s)"),                      and
        deliverables described in Exhibit A, which is incorporated herein by reference
        for all purposes, as it may be modified by the COMPANY and the
        INDEPENDENT CONTRACTOR from time to time. Exhibit A. may be, and is
        generally, added later as (an) addendum(a) to this AGREEMENT. The
        INDEPENDENT CONTRACTOR understands and agrees that adding Exhibit
        A after execution of this AGREEMENT, should it be unclear at the time of
        execution of this AGREEMENT in what capacity the INDEPENDENT
        CONTRACTOR will serve the COMPANY, and/or at what level of
        compensation will be due the INDEPENDENT CONTRACTOR for those
        SERVICE(s). Should the needs of the COMPANY change, a different Exhibit
        A may be substituted from time to time as to reflect the changing
        circumstances of future service(s) performed by the INDEPENDENT
        CONTRACTOR, and/or the future compensation due to the INDEPENDENT
        CONTRACTOR. Exhibit A, at the time of the execution of Exhibit A by both
        parties, becomes a part of this AGREEMENT. This the INDEPENDENT
        CONTRACTOR AGREEMENT and any (all) attached addendum(a), Exhibit
        A(s) become one complete AGREEMENT, as a single whole, entire
        AGREEMENT.

        1.2 Performance/Delivery. The INDEPENDENT CONTRACTOR shall
        use reasonable efforts to perform and deliver SERVICE(s) in accordance
        with the timetable set forth in each engagement or assignment, as reflected in
        each addendum(a), Exhibit A(s). Each engagement or assignment will require a
        separate Exhibit A. All SERVICE(s) shall be performed at such facilities as the
        COMPANY and the INDEPENDENT CONTRACTOR may agree, from time to
        time based on the mutual needs of the COMPANY and the INDEPENDENT
        CONTRACTOR. The INDEPENDENT CONTRACTOR agrees, while working
        on the COMPANY's premises, on COMPANY site-visit, a COMPANY
        conference exhibition, or any other the COMPANY business function, to observe
INITIALS OF the COMPANY REPRESENTATIVE: __________   INITIALS OF the INDEPENDENT CONTRACTOR: __________
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        the COMPANY's rules and policies relating to security of, access to, or use of
        the COMPANY's premises or any of the COMPANY's properties, including
        confidential Information (as that term is defined below). All SERVICE(s) are to
        be performed to the satisfaction of the COMPANY, and according to the
        timetable as set forth in Exhibit A pertaining to that assignment or engagement.

        1.3 Personal AGREEMENT. The INDEPENDENT CONTRACTOR is
        personally bound by this AGREEMENT.                    Whether or not the
        INDEPENDENT CONTRACTOR is associated with a business entity
        belonging to the INDEPENDENT CONTRACTOR, or the INDEPENDENT
        CONTRACTOR is an employee of a business entity not belonging to the
        INDEPENDENT CONTRACTOR, the INDEPENDENT CONTRACTOR
        agrees that this AGREEMENT is personal between the COMPANY and the
        INDEPENDENT CONTRACTOR. The COMPANY is relying on the
        INDEPENDENT CONTRACTOR's expertise in performing SERVICE(s). The
        INDEPENDENT CONTRACTOR may not assign, delegate or subcontract any
        of the SERVICE(s) without the prior written consent of the COMPANY, unless
        the assignment or engagement specifies otherwise in the corresponding Exhibit A,
        and, such, approved by the COMPANY, assignees, &/or delegates, &/or
        personnel, &/or subcontractors and shall be also personally bound by the signing
        of an agreement similar or identical to this AGREEMENT.

        1.4 The INDEPENDENT CONTRACTOR. The parties agree that the
        INDEPENDENT CONTRACTOR is an independent contractor in the
        performance of the SERVICE(s) and is not an employee of the COMPANY. the
        COMPANY shall take no deductions from any compensation paid to the
        INDEPENDENT CONTRACTOR for taxes or related payroll deductions, and the
        INDEPENDENT CONTRACTOR agrees to file all such forms and pay all such
        taxes as may be required by virtue of the INDEPENDENT CONTRACTOR’s
        status as an independent contractor. The COMPANY shall carry no worker’s
        compensation, health, accident or disability insurance to cover the
        INDEPENDENT CONTRACTOR or its personnel. the INDEPENDENT
        CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD the
        COMPANY, IT’S AFFILIATED ENTITIES, SUCCESSORS AND
        ASSIGNEES AND THEIR RESPECTIVE PARTNERS, SHAREHOLDERS,
        OFFICERS, DIRECTORS, MANAGERS AND EMPLOYEES HARMLESS
        FROM ANY FAILURE BY the INDEPENDENT CONTRACTOR TO FILE
        SUCH FORMS OR PAY SUCH TAXES. Nothing herein shall imply a
        partnership, joint venture or principal and agent relationship between the
        parties. Neither party shall have any right, power or authority to create any
        obligation, expressed or implied, on behalf of the other. All persons furnished
        by the INDEPENDENT CONTRACTOR for the INDEPENDENT
        CONTRACTOR’s performance of SERVICE(s) under this AGREEMENT
        shall be solely the INDEPENDENT CONTRACTOR, or the INDEPENDENT
        CONTRACTOR agents, and shall not be deemed to be employees of the
        COMPANY for any reason whatsoever. The INDEPENDENT CONTRACTOR

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        will retain full control over the manner in which it performs the SERVICE(s) and
        full control over the employment, direction, compensation and discharge of all
        persons assisting it in performing the SERVICE(s). The INDEPENDENT
        CONTRACTOR’s obligations under this AGREEMENT shall be binding
        upon anyone assigned by the INDEPENDENT CONTRACTOR, and approved in
        writing by the COMPANY; to perform SERVICE(s) for the COMPANY; and the
        INDEPENDENT CONTRACTOR shall be responsible for informing those
        persons of such obligations, and of ensuring their compliance. Each and every the
        INDEPENDENT CONTRACTOR’s employee(s) or sub-contractor(s) must be
        introduced to and agreed upon by and approved by the COMPANY, individually.
        Each of the party(ies) introduced to the COMPANY by the INDEPENDENT
        CONTRACTOR must sign a non-disclosure, non-circumvent, non-competition
        agreement with the COMPANY, individually, before performing any
        SERVICE(s) on behalf of the INDEPENDENT CONTRACTOR regarding any
        SERVICE(s) performed on behalf of the COMPANY. The INDEPENDENT
        CONTRACTOR agrees not to share any information provided by the COMPANY
        with any of its specific employees, personnel, agent(s), and/or sub-contractor(s)
        unless and until the COMPANY has given specific written approval of that
        individual employee(s) and/or sub-contractor(s), and/or agent(s) and, said the
        INDEPENDENT CONTRACTOR’s employee and/or sub-contractor has signed
        an non-disclosure, non-circumvention, non-competition agreement with the
        COMPANY, individually.

        1.5 Benefits Waiver. The INDEPENDENT CONTRACTOR and the
        INDEPENDENT CONTRACTOR’s agent(s), personnel, employee(s), sub-
        contractor(s), will not be entitled to worker’s compensation, retirement,
        insurance or other benefits afforded to employees of the COMPANY. The
        INDEPENDENT CONTRACTOR will ensure that each of the INDEPENDENT
        CONTRACTOR’s agent(s) and/or employee(s) and/or personnel, and/or sub-
        contractor(s) assigned to provide SERVICE(s) for the COMPANY shall similarly
        agree to such a benefits waiver.

        1.6 The INDEPENDENT CONTRACTOR’s Personnel. The COMPANY
        reserves the right to reject in the COMPANY’s sole discretion any of the
        INDEPENDENT CONTRACTOR’s employee(s) and/or agent(s) and/or sub-
        contractor(s) and/or personnel, and, the COMPANY may in the sole discretion of
        the COMPANY, require a replacement. In such event, the INDEPENDENT
        CONTRACTOR and the COMPANY will agree to a timeline for replacing such
        personnel.

        1.7 Assignment of specific work to Contractor. By mutual agreement under
        separate Exhibit A(s), specific work assignments may be, from time to time,
        assigned to the INDEPENDENT CONTRACTOR at the COMPANY’s sole
        discretion as the COMPANY sees fit to do so.

2.   Term and Termination. The term of this AGREEMENT will be specifically defined below,

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especially for the purpose, but not limited to, non-disclosure, non-circumvention, non-disclosure,
& non-competition provisions.
       2.1 Term. The term for this agreement shall be TEN (10) YEARS. The term
       of each individual assignment and/or engagement shall be defined, if any, in
       each and every Exhibit A(s), unless earlier terminated in accordance with the
       provisions of this Section 2 or upon the mutual agreement of the parties.
       2.2 Termination for Convenience. The COMPANY may terminate
       this AGREEMENT by delivering written notice to the INDEPENDENT
       CONTRACTOR at least ten (10) business days in advance of the desired
       termination date. However, should the COMPANY chose to terminate this
       AGREEMENT, the INDEPENDENT CONTRACTOR agrees and understands
       that the non-disclosure, non-circumvention, & non-competition provisions of this
       AGREEMENT still stand in full force for the entire TEN (10) year duration.

        2.3 Termination for Breach. If either party defaults in the performance of any
        material provision of this AGREEMENT, the nondefaulting party may terminate
        this AGREEMENT upon notice thereof. Should this AGREEMENT be
        termination for breach, the INDEPENDENT CONTRACTOR understands and
        agrees that the INDEPENDENT CONTRACTOR agrees and understands that the
        non-disclosure, non-circumvention, & non-competition provisions of this
        AGREEMENT still stand in full force for the entire TEN (10) year duration.

        2.4 Return/Theft of Materials & Property of the COMPANY; Cooperation.
        Upon expiration or termination of this AGREEMENT, the INDEPENDENT
        CONTRACTOR shall promptly return to the COMPANY (i) all records,
        materials, equipment, electronic devices, drawings and documents which are
        owned, leased, have been delivered by a third-party to, or are licensed to the
        COMPANY; and (ii) any data of any nature pertaining to or incorporating
        any Confidential Information of the COMPANY, including copies thereof,
        regardless of when obtained by, or made available to, the INDEPENDENT
        CONTRACTOR. Additionally, at the COMPANY’s request and on a time and
        materials basis, the INDEPENDENT CONTRACTOR shall prepare and submit
        such documentation as may be necessary to evidence the results of the SERVICE(s)
        and the progress of the INDEPENDENT CONTRACTOR in the performance of the
        SERVICE(s). The INDEPENDENT CONTRACTOR agrees that failure on the
        part of the INDEPENDENT CONTRACTOR to return such materials within TEN
        (10) DAYS of the demand of the COMPANY to do so will result in the non-
        payment of any compensation due to the INDEPENDENT CONTRACTOR.
        Furthermore, should the INDEPENDENT CONTRACTOR fail to return
        materials upon demand of the COMPANY, the INDEPENDENT
        CONTRACTOR agrees to within FIVE (5) DAYS of such failure to reimburse
        the COMPANY 100% of any and all compensation paid by the COMPANY to
        the INDEPENDENT CONTRACTOR up to that instant in time.                      The
        INDEPENDENT CONTRACTOR waives all rights and privileges otherwise
        afforded to the INDEPENDENT CONTRACTOR under the law(s) of any
        jurisdiction regarding the remedy(ies) of the failure of the INDEPENDENT

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        CONTRACTOR to return any and/or all of the COMPANY property or
        material(s) upon demand of the COMPANY as agreed by both parties above.
        Should the INDEPENDENT CONTRACTOR be loaned property of any kind,
        the loaned property being property of the COMPANY, and should the
        INDEPENDENT CONTRACTOR fail to return physical property of the
        COMPANY, such as but not limited to: laptop(s), cell phone(s), vehicle(s)
        (whether owned, rented, or leased by the COMPANY), printer(s), and/ or any and
        every physical piece of property belonging to the COMPANY, not be returned as
        agreed above, the INDEPENDENT CONTRACTOR agrees that failure to return
        each and every piece of the COMPANY property is an act of theft. the
        INDEPENDENT CONTRACTOR further agrees under those circumstances to
        waive all rights in resultant criminal proceedings, and furthermore, the
        INDEPENDENT CONTRACTOR agrees to plead guilty to all charges of theft
        stemming from the failure of the INDEPENDENT CONTRACTOR’s returning of
        each and every piece of the COMPANY property.

                 2.4.1. Return of the COMPANY property in good condition.
                 The COMPANY’s supplies and equipment represents valuable resources, and
                 the INDEPENDENT CONTRACTOR is expected to exercise care and good
                 judgment when using them. The COMPANY will bear the cost of normal
                 breakage and deterioration; however, should the INDEPENDENT
                 CONTRACTOR maliciously or willfully harm, destroy, or remove the
                 COMPANY’s equipment or supplies, the INDEPENDENT CONTRACTOR
                 will be subject to disciplinary action up to and including termination of this
                 AGREEMENT. The INDEPENDENT CONTRACTOR specifically agrees to
                 reimburse the COMPANY for damage, repairs, and/or replacement costs of the
                 COMPANY’s property not returned in reasonable condition. The COMPANY
                 reserves the right to withhold payment(s) due the INDEPENDENT
                 CONTRACTOR to cover such costs.

                 2.4.2 TERMINATION FOR BREACH: Appropriate use of
                 the COMPANY assets: the INDEPENDENT CONTRACTOR
                 has a responsibility to properly use the COMPANY’s property,
                 including products, facilities, equipment, corporate opportunities,
                 intellectual property, trade secrets and business information. This
                 responsibility includes protecting the COMPANY property from
                 loss, theft, abuse and unauthorized use. All the COMPANY assets
                 are to be only used by the INDEPENDENT CONTRACTOR for
                 legitimate business purposes.

        2.5     Compensation by the COMPANY to the INDEPENDENT
        CONTRACTOR: the COMPANY agrees to, in good faith, compensate the
        INDEPENDENT CONTRACTOR within TEN (10) DAYS of presentation of an
        approved the INDEPENDENT CONTRACTOR invoice to the COMPANY to
        remit said invoice in full under the additional following conditions:

             a. The INDEPENDENT CONTRACTOR invoice is accurate and
             timely.

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             b. The INDEPENDENT CONTRACTOR has fulfilled the assigned
             engagement of service(s) related to the invoice.
             c. Should the INDEPENDENT CONTRACTOR bill the COMPANY on
             an hourly basis for consulting, for example, a COMPLETE AND
             ACCURATE record of the allocation of the INDEPENDENT
             CONTRACTOR’s time actually spent in fulfilling assigned engagement
             is submitted.


                 2.5.1 Compensation. In consideration of the SERVICE(s), the
                 COMPANY agrees to pay the INDEPENDENT CONTRACTOR
                 as set forth in Exhibit A.

                 2.5.2 Expense(s) Reimbursement. The INDEPENDENT
                 CONTRACTOR agrees that the COMPANY will reimburse
                 only expense(s) that have been pre-approved by the
                 COMPANY before such expenditure(s) actually occur. The
                 COMPANY agrees to either make prior arrangements and
                 pay for, or reimburse such approved expense(s). The
                 COMPANY          will    reimburse      the    INDEPENDENT
                 CONTRACTOR for any and all travel related expenses incurred
                 in connection with the performance of the assigned and completed
                 SERVICE(s). ANY EXPENDITURE INCURED BY the
                 INDEPENDENT CONTRACTOR WHICH IS NOT-PRE-
                 APPROVED BY the COMPANY WILL REMAIN AT
                 INDEPENDENT CONTRACT’s SOLE EXPENSE.                        The
                 INDEPENDENT CONTRACTOR agrees that the COMPANY
                 HAS NO OBLIGATION WHATSOEVER AND UNDER ANY
                 CIRCUMSTANCE           TO     REMIT      NON-PRE-APPROVED
                 EXPENSE(S).

                         2.5.2.1      Travel: From time to time, at
                         the Company’s sole discretion, the Company
                         may chose to pre-arrange, and pay for, travel
                         for the INDEPENDENT CONTRACTOR.
                         Under these circumstances, of course, such
                         COMPANY pre-paid travel expenses would not
                         be reimbursed.

                 2.5.3 Payment to the INDEPENDENT CONTRACTOR.
                 In the event of early termination of this AGREEMENT, and
                 conditioned upon return of all the COMPANY Confidential
                 Information (as defined below), work product and property, the
                 COMPANY shall pay the INDEPENDENT CONTRACTOR its
                 accrued but unpaid compensation for SERVICE(s) rendered
                 through the time of termination.         Payment(s) due the


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                 INDEPENDENT CONTRACTOR may be withheld temporarily or
                 altogether under additional provisions of this AGREEMENT
                 herein should those situations arise.   The INDEPENDENT
                 CONTRACTOR agrees that the COMPANY’s policy forbids,
                 under any circumstances whatsoever, the advancement of
                 payment(s) to the INDEPENDENT CONTRACTOR.             The
                 INDEPENDENT CONTRACTOR further agrees never to so much
                 as bring up the subject of advance payment(s) with the
                 COMPANY.

                         2.5.4 The INDEPENDENT CONTRACTOR and the
                 COMPANY agree that although the INDEPENDENT
                 CONTRACTOR must execute this AGREEMENT as an
                 INDIVIDUAL, the INDEPENDENT CONTRACTOR must be
                 compensated as an entity, incorporated or formed under the laws
                 of the jurisdiction of the INDEPENDENT CONTRACTOR’s
                 choice.

3.   Confidentiality; Work Product. The INDEPENDENT CONTRACTOR AGREES
THAT THE BUSINESS OF the COMPANY IS HIGHLY SENSITIVE, OFTEN PRIVATE, AT
TIMES PERSONAL, AND, THAT THE CONFIDENTIALITY OF the INDEPENDENT
CONTRACTOR’s WORK PRODUCT IS HIGHLY IMPORTANT AND VALUABLE TO the
COMPANY.



        3.1 Confidentiality. The INDEPENDENT CONTRACTOR agrees to
        keep confidential, and not to disclose or make any unauthorized use of, any
        trade secrets, confidential information, knowledge, data, including but not limited
        to, spreadsheets, movies, PowerPoint-type presentations, documents, soft or hard
        copies, or other information of the COMPANY relating to the COMPANY’s
        products, processes, software, know-how, designs, formulas, test data, customer
        lists, financial or business data, marketing plans and strategies, pricing strategies or
        other subject matter pertaining to any business of the COMPANY or any of the
        COMPANY's the INDEPENDENT CONTRACTORs, clients, customers,
        suppliers, the INDEPENDENT CONTRACTORs, licensees or affiliates
        (collectively referred to herein as "Confidential Information"), which the
        INDEPENDENT CONTRACTOR may have produced, obtained, learned or
        otherwise acquired during the course of rendering SERVICE(s) to the COMPANY
        (including, but not limited to, the SERVICE(s)). The INDEPENDENT
        CONTRACTOR's duty to maintain such Confidential Information in confidence
        hereunder shall survive the termination of this AGREEMENT, except to the extent
        that any such Confidential Information becomes generally known in the
        industry through no direct or indirect fault of the INDEPENDENT
        CONTRACTOR. The INDEPENDENT CONTRACTOR agrees that such
        Confidential Information will be used for no purpose other than for SERVICE(s)

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        provided to the COMPANY under this AGREEMENT. Upon completion of the
        SERVICE(s) or at the request of the COMPANY, whichever is earlier, such
        Confidential Information will be returned to the COMPANY. In turn, the
        COMPANY agrees to keep confidential and not to disclose or make any
        unauthorized use of any trade secrets, spreadsheets, individual or corporate
        underwriters, other third-parties, to whom the COMPANY is introduced by the
        INDEPENDENT CONTRACTOR. Furthermore, the COMPANY will respect
        the confidential information, products, software, know-how, financial or business
        data or other subject matter pertaining to the INDEPENDENT CONTRACTOR’s
        business. The COMPANY’s duty is to maintain such Confidential Information in
        confidence hereunder shall survive the termination of this AGREEMENT. The
        COMPANY agrees that such Confidential Information will be used for no
        purpose other than for SERVICE(s) provided by the INDEPENDENT
        CONTRACTOR under this AGREEMENT.



         3.2 Other Obligations. The INDEPENDENT CONTRACTOR acknowledges
        that the COMPANY from time to time may have agreements with third parties
        which impose obligations or restrictions on the COMPANY regarding inventions or
        creative works made during the course of work thereunder or regarding the
        confidential nature of such work. The INDEPENDENT CONTRACTOR agrees to
        be bound by all such obligations and restrictions of which the INDEPENDENT
        CONTRACTOR is informed and to take all action necessary to discharge the
        obligations of the COMPANY thereunder upon notice of same from the
        COMPANY.

         3.3     Work       Product.       The       INDEPENDENT            CONTRACTOR
        acknowledges that any work product generated by the INDEPENDENT
        CONTRACTOR, whether or not patentable, or subject to copyright or
        trademark or trade secret protection, conceived, developed, produced or deliverable
        by the INDEPENDENT CONTRACTOR, whether alone or jointly with others, in
        connection with or pursuant to the INDEPENDENT CONTRACTOR’s
        performance under this AGREEMENT is the sole and exclusive property of the
        COMPANY. The INDEPENDENT CONTRACTOR hereby assigns and agrees
        to assign all of its respective rights, title and interest in such work product, to the
        COMPANY. The INDEPENDENT CONTRACTOR agrees to execute such
        documents of assignment, or take such other action as the COMPANY may
        reasonably request to evidence, perfect or effect the transfer, recordation or
        protection of such work product. The INDEPENDENT CONTRACTOR agrees
        that such work product will be used for no purpose other than for SERVICE(s)
        provided to the COMPANY under this AGREEMENT. Upon completion of the
        SERVICE(s) or the request of the COMPANY, whichever is earlier, such work
        product will be returned and/or delivered to the COMPANY.

        3.4     Covenant         to     Avoid       Disclosure.          The         INDEPENDENT

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        CONTRACTOR agrees to exercise reasonable care to avoid making the
        program(s) or material(s) developed pursuant to this AGREEMENT available to
        any third party, except as directed by the COMPANY.

        3.5 Non-Compete. The INDEPENDENT CONTRACTOR agrees not to compete
        with Ovadya Funding Group International, Inc. in the area of the assessment of
        business risks regarding Senior Life Settlement investment portfolios. Also, the
        INDEPENDENT CONTRACTOR agrees not to compete with Ovadya Venture
        Capital, Inc. in the area of the utilization of Senior Life Settlement portfolios as a
        means of cross-collateralization.

            (a) After expiration or termination of this agreement, whichever is later, the
            INDEPENDENT CONTRACTOR agrees to respect the confidentiality of
            the COMPANY patents, trademarks, and trade secrets, and not to disclose
            them to anyone without specific written authorization by the COMPANY.

            (b) The INDEPENDENT CONTRACTOR agrees not to make use of
            research done in the course of work done for the COMPANY while
            employed by a competitor of the COMPANY.

            (c) The INDEPENDENT CONTRACTOR agrees not to set up in business
            as a direct competitor of the COMPANY for a period of 10 years following
            the expiration or termination of this agreement.

            (d)       The INDEPENDENT CONTRACTOR agrees that the
            INDEPENDENT CONTRACTOR had little or no knowledge of the Senior
            Life Settlement space prior to the INDEPENDENT CONTRACTOR’s
            INITIAL involvement with the COMPANY.             the INDEPENDENT
            CONTRACTOR further agrees the INDEPENDENT CONTRACTOR had
            little or no interest in the Senior Life Settlement space prior to the
            INDEPENDENT CONTRACTOR’s INITIAL involvement with the
            COMPANY.

        X__________________________________________________ (signature)

            (e) The INDEPENDENT CONTRACTOR agrees to pay liquidated
            damages if any violation of this paragraph is proved or admitted.

        3.6     CONFIDENTIAL AND PROPRIETARY INFORMATION: The
        INDEPENDENT CONTRACTOR specifically agrees and recognizes that the
        COMPANY’s relationship(s) with various individual(s), provider(s), investor(s),
        company(ies), and counter-party(ies), and the methodology(ies) used by the
        COMPANY are the COMPANY’s each in singularity is the most valuable assets
        of the COMPANY. The INDEPENDENT CONTRACTOR and the COMPANY
        do hereby agree that all information provided by the COMPANY to the
        INDEPENDENT CONTRACTOR in conjunction with the INDEPENDENT

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        CONTRACTOR’s performance duties, including, but not necessarily limited to,
        life insurance policies, financial arrangements, spreadsheets, counter-party
        relationships, models, business performa, and other personally identifiable
        information, and all other information pertaining to the performance of the
        INDEPENDENT CONTRACTOR’s duties, which information is not in the public
        domain, constitutes the COMPANY’s “Confidential information” and does
        further constitute the COMPANY’s proprietary information and trade secrets. All
        such information shall be referred to as the “Confidential Information” in the
        paragraphs of this AGREEMENT. Likewise, all information provided by the
        INDEPENDENT CONTRACTOR to the COMPANY, including information on
        the INDEPENDENT CONTRACTOR, information provided by the
        INDEPENDENT CONTRACTOR regarding project(s) and project principal(s)
        introduced to the COMPANY, including but not limited to, financial information,
        investors, lenders and other proprietary information constitutes the
        INDEPENDENT CONTRACTOR’s “Confidential Information” and does
        further constitute the INDEPENDENT CONTRACTOR’s proprietary information
        and trade secrets.       All written information, which the INDEPENDENT
        CONTRACTOR deems confidential, shall be labeled “Confidential” at the time
        of disclosure. All written or verbal information distributed by the COMPANY to
        the INDEPENDENT CONTRACTOR shall be assumed to be the COMPANY’s
        private, confidential, propriety information covered under the terms of this
        AGREEMENT.

                   3.6.1 PRESERVATION OF INFORMATION.                           The
                   INDEPENDENT CONTRACTOR and the COMPANY do
                   hereby agree that they shall maintain, protect, and preserve the
                   confidentiality of the Confidential Information provided to it by
                   the other Party; however, notwithstanding the foregoing, the
                   parties hereto understand that in order to achieve the objective
                   of the COMPANY’s goal(s) it will be necessary to share
                   Confidential Information with third parties, and that the
                   INDEPENDENT CONTRACTOR and the COMPANY shall
                   inform the third party of the existence of this agreement and the
                   express acceptance by the third party adhere to this agreement.

                   3.6.2          APPROPRIATE          &      INAPPROPRIATE
                   DISCLOSURES: The INDEPENDENT CONTRACTOR and
                   the COMPANY further agree that they will not disclose,
                   disseminate or release any Confidential Information to any
                   other person, persons, corporation or other entity; provided that
                   the parties may release and disclose the Confidential
                   Information only to prospective investors, lenders and such
                   persons employed or retained by the parties who are actually
                   and necessarily involved in the review, evaluation and use of
                   the information, who will be bound by the same level of
                   confidentiality and will be required to agree with these same

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                   NON-CIRCUMVENT, NON-DISCLOSURE, AND NON-
                   COMPETITION terms.

                   3.6.3 SAFEGUARD              OF         CONFIDENTIAL
                   INFORMATION: The INDEPENDENT CONTRACTOR
                   and the COMPANY further agree to safeguard Confidential
                   Information and maintain the same circumstances and in the
                   same facilities as the INDEPENDENT CONTRACTOR and
                   the COMPANY maintain their own trade secrets and
                   Confidential Information.



                   3.6.4 INDUSTRIAL SABOTAGE & INDUSTRIAL
                   ESPIONAGE: The INDEPENDENT CONTRACTOR further
                   agrees not to engage in industrial sabotage against the
                   COMPANY.            The INDEPENDENT CONTRACTOR
                   additionally further agrees not to engage in industrial espionage
                   on behalf of any third party whatsoever.

4.   the INDEPENDENT CONTRACTOR Warranties; Conflict of Interest. the
INDEPENDENT CONTRACTOR UNDERSTANDS AND AGREES THAT SHOULD the
INDEPENDENT CONTRACTOR BECOME INVOLVED IN ACTIVITIES WHICH
REPRESENT A CONFLICT OF INTEREST WITH REGARD TO the COMPANY BUSINESS,
SUCH A CONFLICT OF INTERST COULD CAUSE SUBSTANTIAL FINANCIAL AND/OR
REPUTATIONAL DAMAGE TO the COMPANY.

        4.1 t he INDEPENDENT CONTRACTOR represent s and warrant s to
        t he COMPANY as fo llo ws: (a) the INDEPENDENT CONTRACTOR has
        the expertise, experience and knowledge to perform and deliver the SERVICE(s);
        (b) the INDEPENDENT CONTRACTOR will use reasonable commercial
        efforts to perform and deliver the SERVICE(s) in a diligent and timely manner;
        (c) the INDEPENDENT CONTRACTOR is not a party to any agreement
        which prohibits, and is not otherwise prohibited from, performing and
        delivering the SERVICE(s); (d) any work product prepared by the
        INDEPENDENT CONTRACTOR as a consequence of the SERVICE(s) will not
        misappropriate or infringe the intellectual property rights of third parties; (e) the
        INDEPENDENT CONTRACTOR will perform and deliver the SERVICE(s) in
        accordance with Exhibit A; and (f) the INDEPENDENT CONTRACTOR will
        perform and deliver the SERVICE(s) in accordance with all applicable laws,
        ordinances, requirements, directions, rules, statutes, regulations or lawful
        orders of any governmental authority or agency.

        4.2 the INDEPENDENT CONTRACTOR further represents and warrants to
        the COMPANY as follows: (i) it has no conflict of interest with respect to the

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             SERVICE(s) to be performed for the COMPANY under this AGREEMENT; (ii)
             it has not entered into any contract or agreement, or executed any document
             whatsoever, with any other person, firm, association, corporation or educational
             institution that will in any manner prevent it from: (a) giving the COMPANY the
             exclusive benefit of SERVICE(s) under this AGREEMENT; and (b) performing
             any other provision of this AGREEMENT; (iii) it will not enter into any such
             contract or agreement, or execute any such document, which will create a
             conflict of interest or which will prevent it from freely performing any of the
             provisions of this AGREEMENT; and (iv) it will not knowingly incorporate
             confidential information of any person or entity not a party to this AGREEMENT
             into any materials furnished to the COMPANY hereunder without prior written
             notice to the COMPANY.

     6.      Permits. the INDEPENDENT CONTRACTOR shall acquire and maintain in good
     standing, and at its sole expense, all permits, licenses and other entitlements required of it by law
     in the performance of SERVICE(s) under this AGREEMENT.


     7.     CONTACT INFORMATION, CRIME(s) PERPETRATED BY
     the INDEPENDENT CONTRACTOR & BACKGROUND CHECK; the INDEPENDENT
     CONTRACTOR will provide below the current full contact information of the INDEPENDENT
     CONTRACTOR. the INDEPENDENT CONTRACTOR further agrees should any or all contact
     information change, the INDEPENDENT CONTRACTOR will notify the COMPANY within
     FIVE (5) DAYS of said change in contact information. The INDEPENDENT CONTRACTOR
     agrees that failure to provide changed contact information constitutes a forfeiture of any and all
     compensation due the INDEPENDENT CONTRACTOR which may be outstanding.

FULL NAME
Complete Address (work/home)
Phone Number (work, home, cell)
Email Address (work, home)

     INDEPENDENT CONTRACATOR will submit to the COMPANY a complete
     description & disclosure of the status of the INDEPENDENT CONTRACTOR in the
     areas related to the background of the INDEPENDENT CONTRACTOR found in a list
     of items on the website of Corporate Intelligence Researchers, Inc.            the
     INDEPENDENT CONTRACTOR agrees to submit him/herself to a complete
     background check via the services provided by Corporate Intelligence Researchers,
     Inc. The INDEPENDENT CONTRACTOR agrees that the complete investigation on
     the INDEPENDENT CONTRACTOR by Corporate Intelligence Researchers, Inc., will
     be conducted at the sole expense of the INDEPENDENT CONTRACTOR, at the time
     of init ial engagement and/or assignment by the COMPANY. The COMPANY agrees
     to reimburse the INDEPENDENT CONTRACTOR for the conduct of above said
     complete background investigation within FIVE (5) DAYS of receipt of the report
     from Corporate Intelligence Researchers, Inc., verifying the claims made by the
     INDEPENDENT CONTRACTOR to the COMPANY are true. The INDEPENDENT
     CONTRACTOR further agrees and testifies, under penalty of perjury, that he/she has

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no criminal record of any kind in any jurisdiction; or, the INDEPENDENT
CONTRACTOR testifies to the below complete criminal record:




CRIME
ARREST DATE
ARREST
JURISDICTION
RESOLUTION (charges
dropped,  conviction,
etc.?)
PUNISHMENT
STATUS


The INDEPENDENT CONTRACTOR agrees and understands that should the
INDEPENDENT CONTRACTOR commit a criminal violation of any kind, other than
a traffic violation, during the duration of this AGREEMENT, any and all
compensation due to the INDEPENDENT CONTRACTOR is forfeited, any and all
compensation previously paid to the INDEPENDENT CONTRACTOR by the
COMPANY must and will be reimbursed to the COMPANY within THIRTY (30)
DAYS of the INDEPENDENT CONTRACTOR’S conviction of such an offence, in
any jurisdiction, anywhere in the world.

8.      ATTIRE, Photo, & PROFESSIONAL/MORAL/RESPONSIBLE CONDUCT:                               the
INDEPENDENT CONTRACTOR agrees that the INDEPENDENT CONTRACTOR has a responsibility
not only to do the right thing but also to avoid behavior that could be perceived as failing to do
the right thing. The INDEPENDENT CONTRACTOR, should always act in the best interest of the
COMPANY and avoid even the appearance of a conflict of interest. A conflict of interest occurs
when an individual's private interests, including the ones of his immediate family members,
interferes in any way with the interests of the COMPANY. A conflict situation can arise when
the INDEPENDENT CONTRACTOR takes actions or has interests that may make it difficult to
perform his or her COMPANY assignment(s) and/or engagement(s) objectively and effectively.
Conflicts of interest also arise when the INDEPENDENT CONTRACTOR, or a member of his or her
family, receives improper personal benefits as a result of his or her association with the
COMPANY. The COMPANY expects the INDEPENDENT CONTRACTOR to devote appropriate and
reasonable time and attention to the COMPANY's business during regular working hours and
for whatever additional time that may be required. The INDEPENDENT CONTRACTOR will
attire him/herself in an appropriate manner during the conduct of service(s)
performed on behalf of the COMPANY. The INDEPENDENT CONTRACTOR agrees that
while in the presence of the COMPANY associate(s), the INDEPENDENT CONTRACTOR
will attire him/herself in a professional manner befitting the occasion, be it business


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formal, business, or business casual. Furthermore, the INDEPENDENT CONTRACTOR
agrees to conduct him/herself in a professional manner at all times. Should the
INDEPENDENT CONTRACTOR avail him/herself of alcoholic beverages in connection
with a business-social function with the COMPANY and/or the COMPANY associate(s),
the INDEPENDENT CONTRACTOR agrees to participate in partaking of such alcoholic
beverages in a reasonable and responsible manner. Should the INDEPENDENT
CONTRACTOR be under the legal age of the use of alcoholic beverages in a particular
jurisdiction, the INDEPENDENT CONTRACTOR specifically agrees NOT to partake of
alcoholic beverages in that jurisdiction in the physical presence of the COMPANY
and/or the COMPANY associate(s).

        8.1    Professional Photograph.    The INDEPENDENT CONTRACTOR will
        provide, at the sole expense of the INDEPENDENT CONTRACTOR, at the
        execution and return of this AGREEMENT a professional “headshot” of the
        INDEPENDENT CONTRACTOR to be used at the sole discretion of the COMPANY
        in the COMPANY marketing material(s), advertisement(s), website(s), etc. The
        INDEPENDENT CONTRACTOR agrees and understands that this photo is the sole
        property of the COMPANY.
        8.2   Identification Documents: the INDEPENDENT CONTRACTOR will provide
        a copy of his/her driver’s license, passport (if he/she has one), and proof of
        residential and/or business address upon the execution & return of this
        AGREEMENT.

9.       Maintaining a Safe, Healthy and Affirmative Workplace: The COMPANY is
committed to a workplace where people are treated with dignity, fairness and respect. Each the
COMPANY employee and/or other independent contractor(s) has/have the right to work in an
environment that provides equal employment/assignment/engagement opportunities, and one that
is free of discrimination and illegal harassment. The INDEPENDENT CONTRACTOR
understands and agrees that the COMPANY bases its recruitment, employment, affiliation with
other independent contractor(s), development and promotion decisions solely on a person's
ability and potential in relation to the needs of the job/engagement/assignment, and the
COMPANY complies with local, state and federal employment laws. The INDEPENDENT
CONTRACTOR recognizes that the COMPANY does not discriminate on the basis of Sex,
Race, Color, Religion, Sexual Orientation, Age, National Origin, Citizenship Status, and
Disability.

    9.1  The INDEPENDENT CONTRACTOR recognizes and agrees that the
COMPANY will not tolerate any:

                 •   Sexual, racial or other unlawful harassment;
                 •   Threats or acts of violence or physical intimidation;
                 •   Abusive, harassing or other offensive conduct, whether verbal,
                     physical or visual.




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        9.2    In addition, the COMPANY will not tolerate on the COMPANY property,
        or in presence of the COMPANY, or in the presence of the COMPANY’s
        associate(s):

            •    Possession, use or distribution of pornographic, racist, sexist or otherwise
                 offensive materials;
            •    Use of Company personal computers or other equipment to obtain or view
                 such materials.
            •    Possession of firearms, weapons, bombs, incendiary devices, etc. in the
                 presence of the COMPANY and/or the COMPANY associate(s) is strictly
                 forbidden.

        9.3     The COMPANY strives to provide a safe and healthful work setting for all
        employees and/or independent contractor(s). In turn, the INDEPENDENT
        CONTRACTOR should perform his/her service(s) safely at all times, protecting
        the public, associates, other independent contractor(s), the COMPANY’s
        employee(s), and themselves from injury, observing appropriate standards of
        conduct. It is the INDEPENDENT CONTRACTOR’s responsibility to look out
        for and resolve unsafe situations. The INDEPENDENT CONTRACTOR should
        immediately report to the COMPANY any unsafe situation as soon as it comes to
        his/her attention.

10.     Compliance with laws, regulations, rules and policies: To promote honest, lawful and
ethical behavior by the INDEPENDENT CONTRACTOR, and to ensure that the COMPANY's
business is conducted according to the policies of the COMPANY and all applicable rules,
regulations and laws, Therefore; the INDEPENDENT CONTRACTOR agrees to become
familiar and comply with all of the policies of the COMPANY that apply to its INDEPENDENT
CONTRACTOR status. In addition, a commitment to ethical conduct requires that the
INDEPENDENT CONTRACTOR comply with the spirit of the law as well as its letters. It is the
duty of each the INDEPENDENT CONTRACTOR to know, understand, and comply with any
laws, regulations, and rules that apply in his/her performance of service(s) to the COMPANY.
The INDEPENDENT CONTRACTOR agrees that violating the law can seriously damage the
COMPANY’s reputation, subject the COMPANY to liability, and subject the INDEPENDENT
CONTRACTOR to personal liability. Should the INDEPENDENT CONTRACTOR act in such
a way as to cause the COMPANY any loss of reputation, cause the COMPANY to be levied any
fine by any jurisdiction, or otherwise cause any financial loss to the COMPANY, the
INDEPENDENT CONTRACTOR agrees to pay the COMPANY the equivalent of THREE (3)
times the amount of loss, fine, penalty, etc.

11. The COMPANY IS A FAITH BASED FIRM. The INDEPENDENT CONTRACTOR
recognizes that the COMPANY is a privately held, faith-based firm, and furthermore agrees that
this fact in no way offends him/her nor hinders him/her for performing service(s) to the
COMPANY. The INDEPENENT CONTRACTOR also realizes that the COMPANY is a faith-
tolerant the COMPANY and agrees that the individual faith, or lack thereof, of the
INDEPENDENT CONTRACTOR has no effect on the relationship between the COMPANY
and the INDEPENDENT CONTRACTOR.

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12.       Corporate Opportunities: the INDEPENDENT CONTRACTORS are prohibited from:

          (a) Taking for themselves, personally, opportunities that are discovered through
          the use of corporate property, information, or position;

          (b) Using corporate property, information, or position for personal gain; and

          (c) Competing with the COMPANY. The INDEPENDENT CONTRACTOR
          owes a duty to the COMPANY to advance its legitimate interests when the
          opportunity to do so arises.

13.   Insider Trading and Fair Disclosure: the INDEPENDENT CONTRACTOR may
become aware of material inside information about the COMPANY, and/or associated firms
which are publically traded, which has not been disclosed broadly to the marketplace and, if
made public, would be likely considered important by investors in deciding whether to trade in
the COMPANY’s associate’s(‘) shares or other listed securities. The INDEPENDENT
CONTRACTOR (or any immediate family member of him/her) must not:

      •   Trade in securities in the COMPANY’s associate(s) or any other company, in connection
          with aforementioned information, while aware of material inside information;
      •   Communicate to anyone outside the COMPANY material inside information of any
          company.

In addition, the INDEPENDENT CONTRACTOR is not authorized, unless by specific
nomination, to answer questions from the media, analysts, investors, clients, associates, or any
members of the public.

14.      The COMPANY Network Use, Integrity & Security Should the INDEPENDENT
CONTRACTOR gain authorized access to and use the COMPANY’S computer networks and
systems, the INDEPENDENT CONTRACTOR is expected to use them with the highest standard
of care. The INDEPENDENT CONTRACTOR must:

      •   Keep secret any passwords used to access any the COMPANY computer or database;
      •   Not engage in the unauthorized use, copying, distribution or alteration of computer
          software;
      •   Keep strictly private and confidential use of the COMPANY’s BRAMMA Technology
          software and/or related package(s);
      •   Refrain from using or distributing software that may damage or disrupt the COMPANY's
          work environment by transmitting a virus;
      •   Not engage in the unauthorized use, copying, distribution or alteration of computer
          software;
      •   Access the Internet for other than COMPANY business purposes and for very limited
          personal use.

The COMPANY networks and systems may not be used to commit illegal acts or to violate any
provisions of this AGREEMENT.

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15.    Accurate the INDEPENDENT CONTRACTOR Records: It is important that the
COMPANY maintain accurate and reliable records that meet applicable legal, financial,
regulatory and management requirements. The INDEPENDENT CONTRACTOR has a
responsibility to ensure all records such as accounts, reports, bills, invoices, work and
timekeeping records, and correspondence are accurate and maintained in accordance with the
applicable document and data retention policies of the financial/investment industry, the SEC,
the IRS, and other governmental authorities.

The COMPANY’s Chief Executive Officer, Chief Financial Officer, Principal Accounting
Officer, Controller, and Treasurer ("Senior Financial Officers"), are responsible for ensuring that
the COMPANY's financial statements, public reports and communications, including the
documents filed with or submitted to, including but not limited to, the U.S. Securities and
Exchange Commission, stock exchanges, FINRA, EuroClear, DTCC, China Securities
Regulatory Commission (CSRC), China Insurance Regulatory Commission (CIRC), China
Banking Regulatory Commission (CBRC), Financial Services Authority (FSA), UK, Financial
Services Agency (FSA), Japan, Federal Financial Supervisory Authority (BaFin), Germany,
Autorité des marchés financiers (France) (AFM), France, Monetary Authority of Singapore
(MAS), Singapore, Swiss Financial Market Supervisory Authority (FINMA), Switzerland,
Investment Dealers Association of Canada (IDA – Canada), Office of the Superintendent of
Financial Institutions (OSFI - Canada), Australian Prudential Regulation Authority (APRA),
IRS, and other regulators, and press releases, contain disclosure that is full, fair, accurate, timely
and understandable. In that regard, the COMPANY’s Senior Financial Officers are responsible
for establishing and maintaining effective disclosure controls and procedures, and internal
controls and procedures for financial reporting. Destroying or altering a document with the
intent to impair the document's integrity or availability for use in any potential official
proceeding is a crime. Destruction of corporate records may take place in compliance with only
the COMPANY’s records retention policy and procedures. The INDEPENDENT
CONTRACTOR may not destroy any documents relevant to any pending, threatened, or
anticipated litigation, investigation, or audit for any reason.

16.     Global Trade Practices: the INDEPENDENT CONTRACTOR understands and agrees
that the COMPANY is involved in and supports free trade with any and all Countries in the
world which are recognized as “friendly” to the United States by the US Department of State.

17.     Fair Dealing: In dealing with the COMPANY associates, counter-parties, suppliers,
clients, competitors and employees, the INDEPENDENT CONTRACTOR is expected to utilize
high standards and values and the highest level of fairness. This means that the INDEPENDENT
CONTRACTOR must not take unfair advantage of anyone that the COMPANY conducts
business with through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair practice. Information about the
COMPANY’s associates, clients, counter-parties, suppliers, customers, competitors and
employees must be used in an ethical manner and in compliance with the laws and applicable
regulations of all pertinent jurisdiction(s). Under no circumstances shall such information be
gained through theft, illegal entry, blackmail, any sort of eavesdropping, or misrepresentation of
identity or position by the INDEPENDENT CONTRACTOR.


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18.    Advertising: All of the COMPANY's advertising, including representation of the
COMPANY’s products and services, must be truthful, not deceptive, and comply with
applicable laws, regulations, and the COMPANY advertising policies. The INDEPENDENT
CONTRACTOR agrees not to distribute, disseminate, email, or verbally communicate any
information regarding the COMPANY products or services without prior approval of the
COMPANY regarding the specific details of such communication(s).

19.      Antitrust/ Competition Laws: the INDEPENDENT CONTRACTOR understands and
agrees that the COMPANY is committed to fair and open competition in markets around the
world. All the COMPANY employees and independent contractor(s) are expected to comply
with the antitrust/competition laws of the countries in which they do business. In the U.S., Israel,
Canada, China, Hong Kong, Costa Rica, Mexico, Australia, the UK, the European Union, and
many other jurisdictions, it is against the law to agree with competitors on prices or supply
levels, division of consumers or sales territories, or bids. Violations can result in substantial
monetary damages and criminal responsibility for both the company and the individuals
involved. The INDEPENDENT CONTRACTOR agrees to conduct him/herself in accordance
will all applicable laws, restrictions, statutes, and regulations regarding the above.

        19.1 Furthermore, the INDEPENDENT CONTRACTOR agrees to exercise due
        care in any situation where competitors, associates, clients, counter-parties, and
        other business contacts of the COMPANY may be present, to avoid violation of
        these laws.

        19.2 The INDEPENDENT CONTRACTOR agrees to always consult with the
        COMPANY’s Legal Department and/or at least one the COMPANY Executive
        before engaging in discussions with competitors, clients, associates, counter-
        parties, and/or any other the COMPANY associate. The INDEPENDENT
        CONTRACTOR agrees to consult the COMPANY whenever the
        INDEPENDENT CONTRACTOR has any questions, concerns, or doubts
        regarding the specific application of laws and/or regulations of the appropriate
        jurisdiction, as same may apply to the COMPANY's business activities in which
        the INDEPENDENT CONTRACTOR may be involved.




20. Laws and Regulations: the INDEPENDENT CONTRACTOR agrees that in this
AGREEMENT any time laws and/or regulations is/are mentioned, laws and/or regulations
mean(s):

        1.       The Laws of the United States of America;
        2.       The Laws of any specific State of the United States of America;
        3.       Any applicable Regulations of the United States, including but not limited to:

                         a.       the SEC;

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                         b.       the IRS;
                         c.       US Homeland Security;
                         d.       FINRA;
                         e.       the US Justice Department.

        20.1 The INDEPENDENT CONTRACTOR agrees to abide by all applicable laws
        and applicable regulations of any particular jurisdiction, including Country,
        Province, County, Municipality, town, unincorporated area, in which the
        COMPANY is doing business and in which the INDEPENDENT
        CONTRACTOR is involved.

21.     Exports and Other International Considerations: Specific laws and regulations in the
U.S., Israel, Canada, China, Hong Kong, Costa Rica, Mexico, Australia, the UK, the European
Union, and other countries in which the COMPANY is active, apply to international business in
the fields of Export Control and licensing laws, Economic Sanctions and Anti-Boycott laws. The
INDEPENDENT CONTRACTOR agrees to be careful not to engage in international activities
that contradict in any manner whatsoever such regulations. Any international activities must be
conducted carefully after consulting the Legal Department and/or the appropriate Executive(s) of
the COMPANY.

22. Commitment to excellence: the INDEPENDENT CONTRACTOR agrees to that the
COMPANY policy is “excellence is not Our goal, but a good starting point”:

        •   Represent the COMPANY with dignity and in a respectful manner;
        •   Strive for continuous improvement to maximize efficiency in his/her service(s) to the
            COMPANY; and,
        •   Work with others to achieve the common goal of quality service(s) to the
            COMPANY.

23.     Reporting violations: the INDEPENDENT CONTRACTOR agrees that if the
INDEPENDENT CONTRACTOR knows of, or becomes aware of, or suspects misconduct,
illegal activities, fraud, misuse of the COMPANY’s assets, or violations of policies of the
COMPANY policies; the INDEPENDENT CONTRACTOR has a duty to report his/her
concerns to the appropriate the COMPANY officials. The INDEPENDENT CONTRACTOR
understands and agrees that there will be no retribution against any the INDEPENDENT
CONTRACTOR for making such a report in good faith. The COMPANY will strive to protect
the INDEPENDENT CONTRACTOR from retributions, if possible.

24.     Violations: the COMPANY will investigate any violation(s) or suspected violation(s) of
the COMPANY’s code, the COMPANY’s policy, laws, regulations, etc., and take appropriate
corrective action. Examples of violations include, but are not limited to:

    •   Authorizing or participating in actions which violate applicable laws, regulations, or
        Company policies;
    •   Failing to report (a) violation(s) or willfully withholding relevant information concerning
        (a) violation(s);

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    •   Retaliating against individuals who report or assist in investigations of any and all
        suspected violation(s) of applicable laws, regulations, or the COMPANY policies.

        24.1 Should the INDEPENDENT CONTRACTOR become aware of any
        violation(s) as mentioned above; and, should the INDPENDENT
        CONTRACTOR fail to report such violation(s) and/or willfully withholds
        relevant information concerning (a) violation(s); the INDEPENDENT
        CONTRACTOR will be treated as accessory to the violation(s).

        24.2 The INDEPENDENT CONTRACTOR understands and agrees that IT IS
        the COMPANY'S POLICY TO ENCOURAGE THE COMMUNICATION OF
        BONA FIDE CONCERNS RELATING TO THE LAWFUL AND ETHICAL
        CONDUCT OF THE COMPANY’s BUSINESS INCLUDING, BUT NOT
        LIMITED TO THOSE PERTAINING TO AUDITING AND ACCOUNTING
        PROCEDURES OR RELATED MATTERS. IT IS ALSO THE POLICY OF
        THE COMPANY TO PROTECT THOSE WHO COMMUNICATE BONA FIDE
        CONCERNS FROM ANY RETALIATION FOR SUCH REPORTING. NO
        RETALIATION AGAINST ANY INDIVIDUAL WHO REPORTS
        VIOLATIONS OF THIS CODE IN GOOD FAITH WILL BE PERMITTED.

        24.3 If the INDEPENDENT CONTRACTOR believes that the
        INDEPENDENT CONTRACTOR is, or becomes aware of, a violation of any
        kind, including but not limited to, COMPANY POLICY(ies), regulations, or
        questionable ethical or moral behavior by any entity or individual associated with
        the COMPANY; the INDEPENDENT CONTRACTOR agrees not to hesitate to
        report the same to the COMPANY Executive(s), and/or to the COMPANY’s
        Legal Department, and/or to the COMPANY Human Resources Manager. The
        INDEPENDENT CONTRACTOR may either make the report by identifying
        INDEPENDENT CONTRACTOR’s identity, or the INDEPENDENT
        CONTRACTOR may make the report anonymously.



        24.4 the INDEPENDENT CONTRACTOR AGREES THAT WHEN IN
        DOUBT REGARDING ANY ACTION ABOUT TO BE TAKEN, BY AN
        EMPLOYEE,    OTHER  INDEPENDENT   CONTRACTOR,    CLIENT,
        ASSOCIATE, COUNTER-PARTY, COMPANY OFFICER, OR ANY OTHER
        INDIVIDUAL OR ENTITY ASOCIATED WITH THE COMPANY, THEN
        THE INDEPENDENT CONTRACTOR AGREES THAT THE INDEPENDENT
        CONTRACTOR MUST APPROACH THE COMPANY'S LEGAL
        DEPARTMENT AND/OR APPROPRIATE the COMPANY EXECUTIVE IN
        ORDER TO ASSURE THAT SUCH ACTION CONFORMS TO THIS CODE
        OF ETHICS.

25. Other responsibilities/warrants of the INDEPENDENT CONTRACTOR: the
INDEPENDENT CONTRACTOR attests that prior to the execution of this AGREEMENT, the

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INDEPENDENT CONTRACTOR has completed the requirements as stated at the following the
COMPANY website link: the INDEPENDENT CONTRACTORS RESPONSIBILITIES PRE-
AGREEMENT EXECUTIION.

26     Survival. The expiration or termination of this AGREEMENT for any reason shall
not terminate the obligations or liabilities of the parties under various Sections and the
applicable portions under this Section 26, each of which shall survive any such expiration or
termination.

27.   INDEMNIFICATION    AND    LIMITATION    OF   LIABILITY:     the
INDEPENDENT CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND
HOLD HARMLESS THE COMPANY, AND the COMPANY’S PARENT, AFFILIATES,
DIVISIONS, SUCCESSORS AND ASSIGNEES AND THEIR RESPECTIVE PARTNERS,
SHAREHOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS
AND INVITEES (REFERRED TO COLLECTIVELY AS THE “INDEMNIFIED
PARTY”) AND EACH OF THEM FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, SUITS, ACTIONS, LIABILITIES, AND/OR ACTIONS ASSERTED BY
ANY PERSON, INDIVIDUALLY OR THROUGH ANY REPRESENTATIVE,
INCLUDING ALL COSTS, ATTORNEY'S FEES, SETTLEMENT FUNDS, DAMAGES
OR EXPENSES RESULTING OR ALLEGEDLY RESULTING OR ARISING FROM
(I)ANY BREACH OF TH IS AGREEMENT BY TH E INDEPENDENT
CONTRACTO R, AND the COM PANY AGREES TO DO SAME FOR th e
INDEPENDENT       CONTRACTOR         (II)   TH E   VIO LATION     OR
NONPERFORMANCE OF ANY COVENANT OR CONDITION HEREOF, (III) ANY
ACTUAL OR ALLEGED VIOLATION BY the INDEPENDENT CONTRACTOR OR
THE COMPANY, OR the INDEPENDENT CONTRACTOR'S OR the COMPANY’S
EMPLOYEES, CONTRACTORS OR AGENTS, OF ANY PATENT, INTELLECTUAL
PROPERTY RIGHTS, OR LICENSES RELATING TO THE SERVICES PERFORMED
BY THE INDEPENDENT CONTRACTOR, (IV) AND ANY CLAIM BROUGHT AGAINST
THE COMPANY ARISING OUT OF THE DELIVERY AND PROVISION OF
SERVICES BY the INDEPENDENT CONTRACTOR OR THE INDEPENDENT
CONTRACTOR’S EMPLOYEES, CONTRACTORS, AGENTS OR THIRD PARTIES,
INCLUDING WITHOUT LIMITATION ANY AND ALL ACTUAL OR ALLEGED
INJURIES OR DEATH OF ANY PERSON OR DAMAGE TO ANY PROPERTY (THE
“INDEMNIFIED LIABILITIES”), EVEN IF SUCH INDEMNIFIED LIABILITIES ARE
CAUSED BY THE SOLE OR CONTRIBUTORY NEGLIGENCE OF                  AN
INDEMNIFIED PARTY.

        27.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY
        OTHER PERSON NOT PARTY TO THIS AGREEMENT FOR ANY
        INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL

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        DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION,
        ANY DAMAGES CLAIMED FOR LOSS OF INCOME, REVENUE, OR
        PROFITS OR FOR LOSS OF GOODWILL) ARISING FROM OR
        RELATED TO SERVICES PROVIDED PURSUANT TO THIS
        AGREEMENT.

28.    Notices. All notices hereunder must be in writing and shall be deemed validly given
when delivered by hand, by nationally or internationally recognized overnight express delivery
service or by First Class United States certified mail, return receipt requested, addressed as
follows:

                To the COMPANY: Ovadya Funding Group International, Inc.
                             2201 Long Prairie Road, Suite 107-250
                             Flower Mound, TX 75022

                         EMAIL: joe.olive@ovadyafunding.com
                              eFAX (888) 479-3538

                To the INDEPENDENT CONTRACTOR:

                                 SEE EXHIBIT A



        28.1 Any notice or other communication mailed as herein provided shall be
        deemed effectively and lawfully given (a) on the date of delivery if delivered
        by recognized professional courier or (b) on the date received if sent by
        overnight express delivery or if sent by U.S. mail as above or (c) is delivered by
        hand. The parties may substitute recipient's names and addresses by giving at least
        TEN (10) days notice as provided hereunder. Rejection or refusal to accept
        delivery of any notice, or the inability to deliver any notice because of a changed
        address of which no notice was given, shall be deemed to be a lawfully delivered
        notice. Should notice be given to the INDEPENDENT CONTRACTOR’s latest
        known contact address, and should notice be returned without signature, or other
        proof of delivery, the INDEPENDENT CONTRACTOR agrees that such notice is
        to be accepted as lawful delivery in a Court of Law as having been lawfully
        delivered. Specifically, the INDEPENDENT CONTRACTOR agrees that refusal
        of delivery of notice when notice is delivered as per this AGREEMENT does not
        under the terms of this AGREEMENT avoid the legal process of delivery of
        notice, but, that refusal of delivery on the part of INDEPENENT CONTRACTOR
        shall be deemed to be receipt of such notice as lawful delivery in a Court of Law
        notwithstanding the INDEPENDENT CONTRACTOR’s refusal of delivery.

29.     Miscellaneous.



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                                                                                                            Page 23 of 27




               29.1 Successors and Assigns. The rights and benefits of this
        AGREEMENT shall inure to the benefit of, and be enforceable by, the
        COMPANY's successors, parent, affiliated company, and assigns. The rights and
        obligations of the INDEPENDENT CONTRACTOR under this AGREEMENT
        may only be assigned with the prior written consent of the COMPANY.

              29.2 Governing Law. This AGREEMENT shall be governed by and
        construed in accordance with the laws of the State of Indiana, and any action to
        enforce the provisions of this AGREEMENT shall be brought in a court of
        competent jurisdiction in Marion County, Indiana.

              29.3 Severability. If any pro visio n o f this AGREEMENT is held
        by a court of competent jurisdiction to be invalid, void or unenforceable, the
        remaining provisions shall continue in full force and effect.

               29.4 Expenses. Each party hereto shall pay such party's own expenses
        incurred (including, without limitation, the fees of counsel) on such party's
        behalf in connection with this AGREEMENT or any transactions contemplated
        by this AGREEMENT.


               29.5 Waivers. No waiver of any provision of this AGREEMENT
        shall be effective, except pursuant to a written instrument signed by the party
        waiving compliance, and any such waiver shall be effective only in the
        specific instance and for the specific purpose stated in such a waiver.

               29.6 Force Majeure. Neit her part y shall be liable for it s failure
        to perform under this AGREEMENT (a) to the extent the non-performance is
        caused by events or conditions beyond that party’s control, and (b) provided that
        party gives prompt notice to the other party and makes all reasonable efforts to
        perform.

               29.7 Entire AGREEMENT. This AGREEMENT embodies the entire
        agreement and understanding of the parties hereto, and supersedes all prior or
        contemporaneous written or oral communications or agreements between the
        COMPANY and the INDEPENDENT CONTRACTOR, regarding the subject
        matter hereof. This AGREEMENT may only be amended by written agreement
        between the COMPANY and the INDEPENDENT CONTRACTOR.

               29.8 Counterparts. This AGREEMENT may be executed in two
        counterparts each of which shall be deemed an original and together which shall
        constitute one and the same instrument.

               29.9 Gender and Plu rality. Wherever used herein and t o t he
        ext ent appropriate, the masculine, feminine or neuter gender shall include the

“We do today what others won’t, so that we can do tomorrow what others can’t”

                                                                     “Excellence is not our goal; it is a good place to start”
                                                                                                            Page 24 of 27


        other two genders, the singular shall include the plural, and the plural shall include
        the singular.

               29.10 Acknowledgment. The INDEPENDENT CONTRACTOR
        acknowledges that it has fully read and understands this AGREEMENT, has
        had an opportunity to consult with its counsel regarding this AGREEMENT,
        and, intending to be legally bound hereby, has freely and voluntarily executed this
        AGREEMENT.

              29.11 Headings. The section headings and subheadings used herein are
        for ease of reference only and are not to be considered in the construction of
        this AGREEMENT.

               29.12 Authority. The signatories below represent and warrant that they
        have read this AGREEMENT, that they are fully authorized in the capacity
        shown, that they understand the terms of the AGREEMENT, and that they are
        executing the AGREEMENT voluntarily, upon their best judgment, and solely for
        the consideration described in this AGREEMENT.




“We do today what others won’t, so that we can do tomorrow what others can’t”

                                                                     “Excellence is not our goal; it is a good place to start”
                                                                                                                 Page 25 of 27


     SIGNATURE PAGE OF THIS AGREEMENT:


     IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
     executed by their duly authorized representatives, effective as of _________________.



             The COMPANY:                                                           The INDEPENDENT
                                                                                      CONTRACTOR


     ________________________                                            __________________________
     Signature                                                           Signature, AN INDIVIDUAL

     Gregg W. Humphrey
     President/Chief Executive Officer
     Ovadya Funding Group International, Inc.

     TO BE NOTARIZED FOR EACH PARTIE’S SIGNATURE:

Notarization for the COMPANY                          Notarization for the INDEPENDENT CONTRACTOR




     “We do today what others won’t, so that we can do tomorrow what others can’t”

                                                                          “Excellence is not our goal; it is a good place to start”
                                                                          Page 26 of 27


Exhibit A (x)

Terms for AGREEMENT between Ovadya Funding Group International, Inc. and
the INDEPENDENT CONTRACTOR dated ______________________

1.0    Personal Information
       1.1      the INDEPENDENT CONTRACTOR’s Name:
       1.2      Mailing Address:
       1.3      Email Address:
       1.4      Land Phone:
       1.5      Cell Phone:
       1.6:     Name of INDEPENDENT CONTACTOR entity to be paid:

2.0    Term of AGREEMENT
       2.1

3.0    Compensation
       3.1

4.7.1 Vacation
        4.1

5.0`   Sick Time
       5.1


             a. Description of Duties
       6.1




____________________________               ____________________________
Signature                                             , AN INDIVIDUAL
Gregg W. Humphrey
President/Chief Executive Officer
Ovadya Funding Group International, Inc.          the INDEPENDENT CONTRACTOR

Date                                                       Date
                                                                                     Page 27 of 27


EXHIBIT B


Benefits Waiver


1. This Benefits Waiver is entered into between the undersigned and Ovadya Funding
   Group International, Inc. (“the COMPANY”).

2. The undersigned agrees and acknowledges that he or she is (a) either an independent
   contractor, providing goods and/or SERVICE(s) to the COMPANY pursuant to a written
   contract, or (b) an employee of an independent contractor.

3. The undersigned agrees and acknowledges that he or she is not an employee of the
   COMPANY or any of its subsidiary, parent or affiliated companies. As such, the undersigned
   agrees and acknowledges that he or she is not entitled to any of the benefits made available
   to the INDEPENDENT CONTRACTOR of the COMPANY. THE UNDERSIGNED
   THEREFORE WAIVES, DISCHARGES AND RELEASES ANY CLAIM FOR ANY
   EMPLOYEE BENEFIT OFFERED BY the COMPANY OR ANY OF ITS PARENT,
   SUBSIDIARY OR AFFILIATED COMPANIES. THIS WAIVER SPECIFICALLY
   INCLUDES, BUT IS NOT LIMITED TO, PENSION COVERAGE OR BENEFITS,
   MEDICAL AND/OR DENTAL INSURANCE COVERAGE OR BENEFITS, LIFE
   INSURANCE COVERAGE OR BENEFITS, SAVINGS AND INVESTMENT PLAN
   BENEFITS, EMPLOYEE STOCK OPTION PARTICIPATION, HOLIDAY PAY,
   SEPARATION PAY OR ANY OTHER EMPLOYEE BENEFIT OF ANY TYPE OR
   DESCRIPTION.

4. I, _________________________________________________________ acknowledge
               (First Middle Last Name Spelled out No Initials)
that (1) I have carefully read and have voluntarily signed this agreement and waiver; (2) I fully
understand the final and binding effect of this agreement and waiver; (3) prior to signing this
agreement and waiver, I have been given adequate time to review my legal rights with an
attorney of my choice.


X____________________________                       X______________________________
Gregg W. Humphrey                                   the INDEPENDENT CONTRACATOR,
President/Chief Executive Officer                   INDIVIDUALLY & PERSONALLY
Ovadya Funding Group International, Inc

_____________________________                      ___________________________

Date                                                                 Date

								
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