PROSPER SYSTEMS’ NDNCF AGREEMENT

PROSPER SYSTEMS’ NDNC & FEE AGREEMENT – SHORT VERSION

Prosper Systems (“PS”) and Named Party (together, "Parties") agree that for one year from the conclusion of a project together: any contacts, properties, plans and other business data that Parties share, that have not been previously discovered from other sources nor is Public Information, will be kept in confidence between the Parties; neither party shall use each other’s information to compete with or circumvent the other, and only communicate with each’s client when asked to; both will have their employees and contractors make similar agreements; termination only for cause or by mutual agreement, and outstanding compensation survives; any disputes will be decided in the appropriate court having jurisdiction over the current address of the defendant.

COMPENSATION – shared EQUALLY among fully-active Brokers / Consultants providing added value and clear communications (others are Referrers paid by their associated Brokers).

• For LENDING

Borrowers: about _3%_ of the amount of loan transaction selected by PS and/or co-Broker, less any loan fees paid PS.

Fee can be adjusted down for loans larger than _us$1mm_ on a sliding scale to _us$100mm_.

Assisting with preparation raises Borrower’s fee proportionately, or is charged as a consultant on separate agreement.

PS has an exclusive to provide the loan for _60_ calendar days from receipt of full finance package.

PS has first call on any new loans, for which PS will provide acceptable term sheet

within 10 business days from transaction contract execution AND delivery of completed finance package to PS.

Lenders: non-pass-through Lender fees will be paid by Borrower, Agent and/or Consultant, up to _3%_ total ... OR …

by separate agreement, such as 25% of fee for a warm, vetted client and up to equal shares with co-brokers.

• For EQUITY FUNDRAISING:

Fundraisers: Parties form a PARTNERSHIP to contract or partner with companies seeking equity funding, to make introductions to moneyed partners or, if allowed by country and state laws, enroll passive investors. Partnership name: ______________________

Compensation or ownership will be divided generally _80%-95%_ to PS as defined in PS’s referral schedule.

However, investing partners may receive an additional _25%_ of the ownership compensation from the invested company.

Invested Company: PS (with includes an associated partnership) will facilitate INVESTMENT into Named Party, as a company member, in tranches of _us$250k/us$1mm_.

PS will do some of the dozens of project services needed for company to accept investment and perform operations.

Ownership and distributions will be at least _1%_ for launching the first then acquiring each additional investments requested.

• For CONSULTING, such as development and project services, payment for introductions to clients will be generally _5%-20%_ based on PS’s referral schedule. Co-consulting will be negotiated separately.

• For SALES, such as income properties and businesses, if a commission is not included in the price, not disclosed or too low, there will be a markup of the seller’s base price to _5%_ for transactions under us$25mm, scaled down continuously to _0.5%_ at us$1bln+.

• All parties work out with, agree and pay their non-co-brokering REFERRERS separately.

• All parties are PAID separately at closing, according to instructions given to the closing agent, including assignment to other parties.

• Future business with PS clients is PAYABLE to PS “for life” (while all parties are maintaining their businesses).

_____________________________________________

Signature / Date

Kenton H Johnson, Founding Member

Prosper Systems, LLC

Kenton@ProsperSystems.biz

4860 Chambers Road, #48

Denver, CO 80239-5152 USA

302KentonJ (ph to all mobiles) / ScheduleAcall.biz

Social Media ID: KentonHJohnson