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THIS AGREEMENT is made on the date set out in Schedule 2.
PARTIES:
1.	THE ENTITY NAMED IN SCHEDULE 1 AS THE RECIPIENT (.COMPANY.)
2.	THE ENTITY NAMED IN SCHEDULE 2 AS THE REFERRER (.REFERRER.)

RECITALS:
A.	The Company is engaged in the business of providing loan writing
services.
B.	The Company is desirous of engaging the REFERRER to refer potential
customers to the Company.
C.	The Company has requested the REFERRER to provide the Services and the
REFERRER has agreed to provide the Services subject to the terms and
conditions referred to in this Agreement. 

OPERATIVE PROVISIONS:
1.	DEFINITIONS 
In this Agreement, unless the context otherwise requires:
.Business Day. means any day other than a Saturday, a Sunday or a public
holiday in the State of New South Wales.
.Commencement Date. means the date of this Agreement.
.GST. means goods and services tax under the GST Law.
.GST Law. has the same meaning as in A New Tax System (Goods and Services Tax)
Act 1999.
.Insolvency Event. means:
(a)	the bankruptcy of the person concerned;
(b)	the appointment of an official manager or administrator in respect of
all or any part of the property of the person concerned;
(c)	the entry by the person concerned into a scheme of arrangement or a
composition with, or assignment for the benefit of, all or any class of its
creditors, or a moratorium involving any of them;
(d)	the person concerned being, or stating that it is, unable to pay its
debts within the meaning of Part 5.4 Division 2 of the Corporations Act;
(e)	the person concerned being or stating that it is unable to pay its
debts when they fall due;
 
(f)	the appointment of a receiver or receiver and manager in respect of
the person concerned or any part of its property;
(g)	the making of a winding up order, or the passing of or attempted
passing of a resolution for winding up, in respect of the person concerned
except for the purposes of reconstruction;
(h)	an application being made (which is not dismissed within seven days)
for an order, resolution being passed or proposed, a meeting being convened or
any other action being taken to cause anything described above; and
(i)	anything analogous to or of a similar effect to anything described
above under the law or any relevant jurisdiction.
.Personnel. means the person(s) named as such in Schedule 2 from time to time
as varied in accordance with clause 4(b).
 .Services. means the services of the REFERRER under this Agreement.
.Products and Services. means all products and services offered or provided by
the Company to clients and customers from time to time as the REFERRER is
advised by the Company from time to time, including, without limitation, the
products and services in respect of which the REFERRER may receive a
Commission as set out in Schedule 3.
.VLMS. means the online computer software application known as .Virtual Lead
Management System...

2.	INTERPRETATION
In the construction of this Agreement unless contrary to or inconsistent with
the context:
(a)	A reference to a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations, amendments,
re-enactments or replacements of any of them.
(b)	A reference to the singular number includes a reference to the plural
number and vice versa;
(c)	A reference to any gender includes a reference to the other genders
and each of them;
(d)	The word person includes a firm, a partnership, a body corporate, an
unincorporated association or an authority;
(e)	A reference to any person or company shall mean and include the legal
personal representatives, successors in title, substitutions (including, but
not limited to, persons taking by novation) or assigns of such person or
company as the circumstances may require;
 
(f)	A reference to a month shall mean a calendar month and a reference to
a year shall mean a calendar year;
(g)	Every covenant, warranty, representation or agreement by or in favour
of more than one person or company shall bind or inure for the benefit of, as
the case may be, those persons or companies jointly and each of them
severally;
(h)	A reference to a clause, schedule, annexure or appendix is a reference
to a clause of or schedule, annexure or appendix to this Agreement and
references to this Agreement include any recital, schedule, annexure or
appendix;
(i)	If a period of time is specified and dates from a given day or the day
of an act or event, it is to be calculated exclusive of that day;
(j)	A reference to a day is to be interpreted as the period of time
commencing at midnight and ending 24 hours later;
(k)	A reference to any thing or matter is a reference to the whole and any
part of it;
(l)	A reference to a group of persons or parties is a reference to all of
them collectively, to any two or more of them collectively and to each of them
individually;
(m)	A reference to this Agreement or other document includes any variation
novation or replacement of or supplement to any of them from time to time;
(n)	Where any clause contains subclauses paragraphs or subparagraphs each
subclause, paragraph and subparagraph however called will be read and
construed separately and independently of each other;
(o)	A reference to a document includes any agreement in writing, or any
certificate, notice, instrument or other document of any kind;
(p)	A reference to a .related corporation. of a body corporate is to a
body corporate which is related to it under section 50 of the Corporations
Act;
(q)	A reference to a .subsidiary. of a body corporate is to a body
corporate which is a subsidiary of it under section 46 of the Corporations
Act; 
(r)	A reference to .dollars., .AUD. or .$. is to an amount in Australian
currency;
(s)	Headings are for convenience of reference only and do not affect the
interpretation of this Agreement; and
(t)	Where an expression is defined, another part of speech or grammatical
form of that expression has a corresponding meaning.
 

3.	TERM
This Agreement shall commence on the Commencement Date and shall continue
until terminated in accordance with clause 11 or otherwise.
4.	REFERRALS 
(a)	The REFERRER shall refer potential customers and clients of the
Company.s Products and Services to the Company or as otherwise directed by the
Company.  
(b)	The REFERRER shall provide the Personnel for the purposes of providing
the Services and warrants that the Personnel are employees of the REFERRER and
are qualified and competent to carry out the Services.  The REFERRER may, from
time to time and with the consent in writing of the Company, vary the list of
Personnel by adding thereto or deleting therefrom.   
5.	COMMISSIONS
(a)	In consideration for the supply of Services, the Company will pay the
Commissions to the REFERRER on a monthly basis.  
(b)	Unless stated otherwise, the Commissions are stated exclusive of GST. 
(c)	The Company may vary the Commissions from time to time by providing to
the REFERRER seven (7) days. notice in writing of the variation.  If the
REFERRER does not wish to continue to provide the Services for the varied
Commissions, it may exercise its right of termination in accordance with
clause 11(a).
(d)	Subject to clause 5(h), The Company shall, within twenty eight (28)
days of the determination of each monthly payment due, forward to the REFERRER
a statement (.Commission Statement.) setting out each Commission exclusive of
GST payable to the REFERRER in respect of that month in accordance with
Schedule 3 and Schedule 4 and including details of the calculations thereof.
(e)	If Schedule 5 (b) has been completed and applies the REFERRER shall
issue an invoice in accordance with this clause to the Company within five (5)
days of receipt of each Commission Statement.  Such invoices shall: 
(i)	note the total Commissions, exclusive of GST, to which the REFERRER is
entitled in respect of such month, as set out in the Commission Statement.  
(f)	Subject to clause 5(i), the Company will pay the amounts invoiced by
the REFERRER in accordance with clause 5(e) within thirty (30) days of the
appropriate invoice being provided to the Company by the REFERRER in respect
of such amounts.  
 
(g)	In the event of termination of this Agreement for any reason the
REFERRER will be entitled to payment of: 
(i)	all Commissions that became payable prior to termination and have not
otherwise been paid; and 
(ii)	all Commissions that become payable in accordance with Schedule 3 and
Schedule 4 within sixty (60) days of the date of termination or as appropriate
under Australian Taxation Office (ATO) Recipient Created Tax Invoice (RCTI)
regulations. 
The REFERRER will not be entitled to payment of any Commissions that become
payable after the period referred to in clause 5(g)(ii).

(h)	Upon termination of this Agreement the Company shall not issue a
Commission Statement to the REFERRER until the date sixty (60) days after
termination of this Agreement or as appropriate under Australian Taxation
Office (ATO) Recipient Created Tax Invoice (RCTI) regulations. 

On such date the Company shall issue a Commission Statement to the REFERRER
setting out the total Commissions exclusive of GST payable to the REFERRER in
accordance with clause 5(g) and the provisions of clauses 5(e) and 5(f) shall
apply.

(i)	Notwithstanding anything else in this Agreement, the Company may
reduce any payment due to the REFERRER (whether payable to the REFERRER or the
Personnel) under this Agreement by any amount for which the REFERRER is liable
to it in any respect and for any reason whatsoever, including costs, charges,
damages and expenses.  This clause 5(h) does not limit The Company.s rights to
recover these amounts in other ways.

6.	OBLIGATIONS OF THE REFERRER
The REFERRER shall:
(a)	at all times use its best endeavours to promote and extend the sale of
the Company.s Products and Services;
(b)	complete, and procure the Personnel to complete, to the satisfaction
of the Company, all training provided by the Company in the provision of the
Services from time to time;
(c)	comply, and procure the Personnel to comply, with the standard
practices of the Company as advised by the Company from time to time when
providing the Services; 
(d)	promptly bring to the notice of the Company any information received
by it which is likely to be of interest, use or benefit to the Company in
relation to the marketing of the Company.s Products and Services;
 
(e)	from time to time at the request of the Company supply to the Company
reports, returns and other information relating to the Services;
(f)	maintain an Australian Business Number and immediately advise the
Company if this number changes or is cancelled or revoked;  and
(g)	observe and comply, and procure the Personnel to observe and comply,
with the requirements of the Consumer Credit Code, the Corporations Act, the
Trade Practices Act, the Privacy Act and all other legislative and regulatory
requirements insofar as they are applicable to the provision of the Services. 

7.	COMPUTER PROGRAMS
The Company may provide to the REFERRER and the Personnel access to computer
software, including without limitation VLMS to assist in the provision of the
Services.  If any software is provided by the Company, the REFERRER must agree
to and abide by and must procure the Personnel to agree to and abide by the
terms and conditions of any agreement governing the use of such software from
time to time.  For avoidance of doubt, the Company will not provide to the
REFERRER or the Personnel any computer hardware.   Upon termination of this
Agreement the REFERRER shall immediately cease use of any such software and
will procure the Personnel to do same.  


8.	RELATIONSHIP
The REFERRER and its employees, agents and contractors are not agents or
representatives of the Company for any purpose, and have no power or authority
to represent, or act for, bond or commit the Company in anyway in any matters.
The REFERRER and its employees, agents and contractors are not, and shall not
act as, employees of the Company under the meaning or application of any
Federal or State taxation law, employment insurance laws, social security
laws, workers compensation laws, industrial accident laws or under any other
laws or regulations which would impute obligations or liability to the Company
by reason of an employment relationship.  Each party acknowledges that nothing
contained herein shall constitute the relationship of partnership or employer
and employee between the parties and it is the express intention of the
parties that such relationships are denied. The REFERRER shall be responsible
for any payments in respect of taxes, annual leave, sick leave, long services
leave, superannuation, workers compensation, accidents and sickness and life
insurance of or for the REFERRER, its employees, agents and/or contractors.
9.	PRIVACY REQUIREMENTS
The REFERRER acknowledges and agrees that it and the Personnel may receive
personal information (as that term is defined in the Privacy Act 1998) in the
course of providing the Services.  The REFERRER warrants to the Company that
all personal information (as that term is defined in the Privacy Act 1998) in
respect of clients and RECIPIENTS of the Company provided to the REFERRER or
the Personnel will be collected, stored, used and otherwise dealt with
strictly in accordance with the provisions of the Privacy Act 1998.
 

10.	INDEMNITY
The REFERRER releases and indemnifies the Company, its servants and employees
against all actions and demands (including the cost of defending and/or
settling any claim or demand) which may be instituted against the Company
arising out of a breach of this Agreement by the REFERRER or out of the
negligence of the REFERRER, its employees or agents or of any other persons
for whose acts or omissions the REFERRER is vicariously liable.  The REFERRER
releases and indemnifies the Company against any action, claim or demand by
the REFERRER, its servants or employees (including the Personnel) or their
personal representatives or dependants arising out of this Agreement.
11.	TERMINATION
(a)	Either party may terminate this Agreement by giving the other not less
than one (1) month.s written notice.
(b)	Notwithstanding clause 11(a), the Company may terminate this Agreement
immediately by written notice to the REFERRER if:
(i)	the REFERRER or the Personnel commit any act which may detrimentally
affect the Company including, but not limited to an act of dishonesty, fraud,
wilful disobedience or misconduct;
(ii)	the REFERRER materially breaches this Agreement and does not remedy
the breach within five (5) days of receipt of notice in writing from the
Company specifying the breach;
(iii)	the REFERRER undergoes an Insolvency Event;
(iv)	the REFERRER or the Personnel are individuals and are of unsound mind
or becomes liable to be dealt with under any law in relation to any mental
health; or
(v)	the REFERRER or the Personnel are convicted of a criminal offence,
which, in the reasonable opinion of the Company will detrimentally affect the
Company.
12.	NOTICES
Any notice, demand or other communication (a .Notice.) to or from a party must
be in writing and delivered, mailed or sent by facsimile transmission
addressed as follows:
(a)	if to the Company:
as set out in Schedule 1
Attention: Chief Executive Officer

(b)	if to the REFERRER: as set out in Schedule 2;
 
or any such other address as the relevant addressee may specify for this
purpose to the other parties by notice in writing.  A Notice:

(c)	sent by mail to and from addresses in Australia will be deemed to have
been given 2 Business Days after posting.
(d)	sent by mail to or from an address outside Australia will be deemed to
have been given 10 Business Days after posting.
(e)	sent by facsimile transmission will be deemed to have been given
(unless the contrary is shown) upon the date and at the time contained in any
transmission confirmation report which contains the identification code of the
intended recipient and which indicates that the transmission was received
without error.
If a Notice is given on a day which is not a Business Day in the place of
receipt or after 5.00pm on any Business Day in the place of receipt, it will
be deemed to have been given on the next following Business Day in that place.
13.	MISCELLANEOUS
(a)	This Agreement constitutes the entire Agreement between the parties in
relation to its subject matter and supersedes all prior representations,
agreements, statements and understandings whether verbal or in writing.
(b)	The benefit of this Agreement may not be assigned by the REFERRER
without the prior written consent of the Company.  The Company shall be
entitled to assign the benefit of this Agreement.
(c)	The REFERRER shall not sub-contract any of its obligations under this
Agreement without the prior written approval of the Company, which it may
withhold in its absolute discretion.  Such an approval shall not relieve the
REFERRER of any of its obligations under this Agreement and the REFERRER shall
be responsible for all acts, omissions, statements and representations of any
sub-contractor so approved. 
(d)	The provisions of the Agreement shall not be varied, except by
agreement in writing signed by the parties, unless otherwise stated herein.
(e)	No right under the Agreement shall be deemed to be waived unless by
notice in writing signed by the relevant party.  Any failure by the Company to
enforce any clause in this Agreement, or any forbearance, delay or indulgence
granted by the Company to the REFERRER will not be construed as a waiver by
the Company of its rights under this Agreement.
(f)	The parties to this Agreement covenant with each other that they will
execute, do and perform all such other acts, matter and things as may be
necessary or convenient to effect in any respect the terms and conditions of
this Agreement so as to give effect to the intention of the parties as
expressed in this Agreement.
 
(g)	In the event that any court or other competent authority declares any
part of this Agreement ineffective, void, voidable, illegal or unenforceable
or if this Agreement would if part hereof was not omitted herefrom be
ineffective, void, voidable, illegal or unenforceable then that part shall
without in any way affecting the effectiveness, validity, legality or
enforceability of the remainder of this Agreement be severable herefrom and
this Agreement shall be read and construed and take effect for all purposes as
if that part were not contained herein.
(h)	This Agreement may be executed by any number of counterparts and all
of these counterparts taken together constitute one and the same instrument.
(i)	This Agreement and the transactions contemplated by this Agreement are
governed by the law in force in New South Wales.
(i)	Each party irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the courts of New South Wales and courts of
appeal from them for determining any dispute concerning this Agreement or the
transactions contemplated by this Agreement.  Each party waives any right it
has to object to an action being brought in those courts, to claim that the
action has been brought in an inconvenient forum, or to claim that those
courts do not have jurisdiction.
(ii)	Without preventing any other mode of service, any document in an
action (including, but not limited to, any writ of summons or other
originating process or any third or other party notice) may be served on any
party by being delivered to or left for that party at its address for service
of notices under clause 12.
(j)	Each party to this Agreement will be responsible for its own legal,
accountancy and other costs and expenses in connection with and incidental to
the preparation and carrying into effect of this Agreement.
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I AGREE WITH THE STATEMENT ABOVE

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