1.

Amerisource agrees to pay Broker a percentage of the total net fees earned by Amerisource from the referred client based on invoices actually paid for the life of the Factoring Agreement with the referred client so long as Broker maintains status as an Active Broker.  To maintain Active Broker status, Broker is required to refer Amerisource at least one funded deal in each calendar year.

2.	Referral fees are paid by the 10th of the month following the full calendar month for which such fee calculation is made.

3.	It is understood that you are not an agent, employee or representative of Amerisource or any of its affiliates and have no authority to represent yourself as such in any manner.

4.

Your referral must be based upon your having personal contact with the prospect and must be received in writing by us prior to our having had personal contact with such prospect.  Your referral becomes effective as soon as Amerisource receives the basic Credit Application and accompanying information.  This is subject to review on a case-by-case basis.

5.	In the event of litigation between us regarding this agreement, the laws of the State of Texas shall apply and venue shall be Harris County, Texas.  The prevailing party shall be entitled to recover reasonable attorney's fees, court cost and expenses of litigation.

6.	You will not concurrently refer a prospect to Amerisource and other factoring companies.  Further, upon submitting a prospect to Amerisource, you will notify Amerisource of all known finance companies who have previously reviewed the prospect.

7.	Amerisource will cease payment of referral fees to Broker for a referred client if an event of default has occurred with such client's account at Amerisource.

8.	This agreement may be modified or amended only in writing signed by both parties.