This Referral Agreement (this "Agreement") is made to be effective by and between Integrity Cap Solutions LLC. a Florida corporation DBA "Integrity Cap" located at 2979 w. Bay dr, Belleair Bluffs, FL 33770 and

in consideration of the representations, warranties and agreements contained herein, the parties, intending to be legally bound, agree as follows:

I. Financing/Consulting Program may from time to time or at any time during the term of this Agreement refer to Integrity Cap Clients for financing products.

(a) Approval of Transactions. Integrity Cap agrees to review all requests for financing, submitted by on behalf of its clients. Notwithstanding, all requests for financing will be subject to approval by Integrity Cap and/or its assigns based in its independent credit review and analysis, in its discretion. Integrity Cap is under no obligation to approve, reject or condition any application submitted.

(b) Origination Fees. Unless otherwise negotiated in writing, Integrity Cap shall pay 

henceforth referred to as the 'Referral Agent' an origination fee from the fees corresponding to the amount and type of funded Transactions on deals Consulted Packaged & Brokered by Integrity Cap, referred by Referral Agent. 1.5% SBA / 40% of client fee on non-SBA is shared directly with 'Referral Agent' based on provided facility amount (less $350 credit, tech and packaging fee).

Such fees will be paid to 'Referral Agent' by wire (less $29 processing fee) after the close of each transaction and upon receipt and clearance of subsequent payment by the Lender/Funder and Client where applicable.

Representations and Warranties. Integrity Cap and Referral Agent each represent and warrant to the other as of the date set for the below that (a) it is a legal entity, duly organized, validly existing and in good standing under the law of its state of organizations and is duly qualified to do business; and (b) this Agreement has been duly executed and delivered by it and constitute its legal, valid and binding obligation, enforceable in accordance with its terms.

to Integrity Cap represents, warrants, and covenants to Integrity Cap with respect to each Transaction reviewed, approved or funded hereunder (regardless of the manner in which the credit application was submitted), as of the time of funding as facilitated by Integrity Cap of the Transaction, as follows: (a) nor any of its employees or agents is aware of (1) any fact or circumstance that would reasonably have a negative impact on that Transaction or the financial condition or business of the applicable client, or (2) any fraudulent activity on the part of the applicable client in connection with the Transaction: (b) neither nor any of its employees or agents has committed any fraudulent act nor participated in any fraudulent or improper activity in connection with the applicable client or that Transaction.

IV. Term & Termination. This Agreement will have an initial term of one (1) year commencing on the date first above written, which term will automatically renew for successive two-year periods. Either party upon 60 days' prior written notice to the other party, terminate this Agreement. Upon termination of this Agreement, the obligations of the parties with respect to Transaction funded and proposed Transactions subject to valid credit approvals will survive termination. All earned fees shall be paid to regardless of any termination.

V. Remedies. Each party may exercise any remedies available at law, except that the parties agree that any claim for damages pursuant to this Agreement will be limited to direct damages and will not include punitive, indirect, consequential, incidental or special damages, provided that (1) all amounts due under any Transaction will constitute direct damages, and (2) all damages requires to be paid by a party hereto pursuant to a final order of a court competent jurisdiction with respect to a third party claim subject to indemnification under this Section will constitute direct damages to the party requires by the final order to pay the judgement amount.

VI. Assignment of Rights. Assignment. The rights and obligations of Integrity Cap or of 

under this Agreement may not be assigned without the prior written consent of the other party. Any permissible assignment or transfer or rights or obligations includes related representations, warrantied or indemnifications contained in this Agreement and Transaction documents.

VII. Notices. All notices shall be sent by traceable overnight mail and will be deemed to have been given one business day after that notice is sent if it is sent by recognized overnight delivery.

VIII. Miscellaneous. (a) Entire Agreement. This Agreement constitutes the entire agreement between the parties (and supersedes all prior agreements) concerning the subject matter hereof. This Agreement may only be amended by a written agreement between the parties. (b) Waivers. The failure of any party at any time to require performance of any provision hereof will not affect the right to require full provision will not constitute a waiver of any subsequent breach or nullify the effectiveness of that provision. (c) Severability. If any provision of this Agreement is held to be invalid, void or unenforceable by any court of competent jurisdiction, such provision will be of no force and effect and all other provisions will remain valid and be enforced.

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IX. Governing Law and Jury Trial Waiver. The parties agree that this Agreement will be governed by, and construed in accordance with, the laws of the State of Florida.

X. Confidentiality. The parties agree that the terms and conditions of this Agreement (the "Confidential Information") are confidential. Each party agrees to (a) provide the same general care to avoid disclosure or unauthorized use of the Confidential Information as it generally provides to protect its own similar confidential information, and (b) retain this Agreement in a place with access limited to only those of its

affiliates, employees or agents with a need to know, Each party further agrees that the Confidential Information is of a special, unique and proprietary character, and upon a breach or threatened breach of any provision of this Section, the non- breaching party may be entitled to, in addition to other remedies available to it, injunctive relief to prevent a breach or continued breach of this Section, or any part of it, and to secure the enforcement of this Section.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives.

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