1 THIS IS A MUST COMPLETE OR NO DEAL!!!! LOYALTY AND DISCLOSURE TO US ABOUT ALL USE OF FUNDS IS A LEGAL COMMITMENT

2 NON-DISCLOSURE NON-CIRCUMVENTION AGREEMENT COMPLETE YELLOW MARKED AREAS:

3 Instructions: FOLLOW PROTOCOL AND WE GUARANTEE YOU WILL CLOSE YOUR TRANSACTION

4 A)    Principals complete yellow marked areas: All Terms Valid for 5 Years

5 #1 This NON-DISCLOSURE NON-CIRCUMVENTION AGREEMENT (“Agreement”) entered into and made effective as of this: 7/30/2014

6 SmartCorp Wealth Consultant LLC, SWC LLC, (Vicente B. Galindo Represented by Atty. David Pyun), and the

7 #2 Investor # 1 Name:__________New JV Corp Address: Cell: 8005151212 Email: mike@gmail.com Passport #

8 #3 Investor # 2 Name:_________SWC LLC Address: Cell: 9165886539 Email: smartcorp007@gmail.comPassport #

9 #4 Investor #3: Name: ____Client # 1 Address: Cell: 0 Email: 0 Passport #

10 #5 Investor #4 Name: ___Client # 2 Address: Cell: 0 Email: 0 Passport #

11 #6 Investor $5 Name: ___SWC LLC Address: 619 New York AvenueClaymont DE Cell: 302 377 5120 Email: smartcorp007@gmail.comPassport # C1464960

12 #7 Investor #6 Name: ___1st & last NameAddress: Cell: Email: Passport #

13 #8 Nature of Business: _______PPP Participation in SWC LLC JV at 180K+ Euros to $3M Euros

14 Principals will be contacted after the submission of the NCND for the purpose of: Cont.. #9 below

15 a) Verify Broker Participation d) Disclose to Clients/Investors that all Funds Require SWC, LLC Approval for all Investments

16 b) Confirm all their docs submitted are Authentic / Un altered e) All Projects placed for Funding Require SWC, LLC Approval Prior to Funding

17 c) Confirm the Will to Participate in this Transaction using our Protocols f) SWC, LLC will exercise 100% Good Will to Establish MTN Buy/Sale Cash Flow for 10 Years the First Year.

18 SWC LLC may be required to contact the Principals for the specific reasons when our Providers, Traders, and Principals request from us to execute

19 Due Diligence on the clients before submitting to them the contract. They may require from us to confirm to them on the following issues:

20 a) Is the client the real Principal of Assets? ; b) Does the client have the minimal requirements to engage into the type of Transactions they are requesting, that is do they have

21 the Assets, Cash, or Credit Required; c) have they delivered a full package and is the package authentic and truly originated by them and not altered by any broker?

22 Please Read, understand, and authorize SWC LLC to contact the Principals hereto stated above to confirm their DD Assigned by their providers:

23 #10I have Read and Understand the Statements Above: Investor # 1 Signature: Date _ 7/30/2014 Investor # 1 Signature:

24 Investor # 2 Signature: Date _ 7/30/2014 Investor # 2 Signature:

25 Collectively, SmartCorp Wealth Consultants, LLC (SWC LLC) shall be referred to as the “Parties” and each as the “Party”-THIS NCND IS VALID FOR ANY COMPANY THAT VICENTE B GALINDO OR ATTY. PYUN REFERENCED AS FINAL PAYEE:

26 WHEREAS SWC LLC is in the business of advising business and individual clients with Project-Funding and Wealth Development and Asset Protection Strategies by

27 way of International Private Placement Trading Platforms, Oil Sales, Bank Instrument Sales, Gold Buy/ Sale, Gold Back Bonds Buy/Sale/Trade ;

28 #11WHEREAS Investors: New JV Corp Tides , SWC LLC SWC LLC , Client # 1 , & Client # 2 are qualified business and individuals to International Private Placement Trading Platforms, and or Sales of a

29 Commodity Transaction defined above per Principals. All Parties Described as Participants do Accept and Agree to make this document part of Final Payout Agreement, FPA.

30

31 WHEREAS the Parties desire to hold discussions, exchange certain information, and make certain introductions regarding certain present and future transactions involving International Private Placement Trading Platforms, and in the course of

32 such transactions, it will be necessary for each Party to release certain confidential information and make certain introductions to the other Party;

33 WHEREAS the parties hereby irrevocably confirm and guarantee to each other that the identities of any Confidential Contact and Confidential Information as defined herein, are valuable and proprietary, whether that contact or

34 information is known or unknown at the time of this agreement;

35 NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which

36 are hereby acknowledged, and intending to be legally bound hereby, the Parties do agree and establish as follows:

37 1 Confidential Information. In their efforts to complete any present and future transactions, both SmartCorp Wealth Consultants LLC, (SWC LLC) shall disclose certain confidential information with each other.

38 “Confidential Information” shall mean all information, regardless of the form in which it is communicated or

39 maintained (whether oral, written, electronic or visual) and whether prepared by SWC LLC or others, which is disclosed to the other Party in connection with the transaction,

40 including the contact information of the parties to such transactions; the identities and contact information of

41 #12 SWC LLC andNew JV Corp , SWC LLC , Client #1 , & Client # 2

42 Confidential Contacts (as defined in paragraph 4); the details of any asset

43 or instrument; strategies and plans; all reports, legal analyses, and financial reports and accountings; any notes or maps; identification of co-investors; the terms and conditions of any letters-of-intent, offers,

44 counter-offers or agreements; financial models, term sheets or other information that are based on,

45 2 Information that is or becomes publicly available other than as a result of a violation of this Agreement;

46 3 Information that is or becomes available on a non-confidential basis from a source which is not known to the Party to be prohibited from disclosing such information pursuant to a

47 legal, contractual or fiduciary obligation to other Party its affiliates; or

48 4 Information that the Party can demonstrate was legally in its possession prior to disclosure by other Party

49 5 Information that was known by or in the possession of the Party prior to disclosure by the other Party or was independently developed by Investor.

50 6 Nondisclosure and Use of Confidential Information. Confidential Information shall not be used for any purpose other than to permit Parties to complete the

51 desired transaction, including, but not limited to conducting due diligence, and developing and implementing a strategy. Confidential

52 Information shall be held in strict confidence by the Parties and shall not be disclosed without prior written consent of the other Party, except to those employees,

53 affiliates, attorneys, accountants and advisors with a need to know the Confidential Information for the purposes of performing work related to the transaction. The Parties shall require all such employees, affiliates, attorneys

54 , accountants and advisors receiving the Confidential Information to be bound by the terms of this Agreement. Each Party shall be responsible for any breach of this Agreement by its employees, affiliates, attorneys or advisors.

55 3 Required Disclosure. In the event that either Party is requested or required by legal or regulatory authority to disclose any Confidential Information that Party shall promptly notify the other Party of such

56 request or requirement prior to disclosure so that the Party may seek an appropriate protective order and/or waive compliance with the terms of this Agreement.

57 4 Confidential Contacts. The Parties understand that in the course and scope of their duties under this Agreement, the Parties shall introduce to each other certain Confidential Contacts.

58 a. Confidential Contacts. For the purposes of this Agreement, a contact shall be considered a “Confidential Contact” of a Party if 1) the contact is known to one party (the “Contact Party”); 2) the contact is unknown to the other

59 Party (the “Non-Contact Party”) at the time of entering into this Agreement; and 3) the Non-Contact Party discovered the identity of the contact by way of introduction by the Contact Party. A Confidential

60 Contact shall include, but is not limited to any buyer, seller, source, advisor, consultant, broker/dealer, intermediary, investment bank, merchant bank, commercial bank, private bank, lender, insurance provider,

61 trading group or platform, trader, investor, asset manager, attorney, accountant, trust, hedge fund or other investment fund, other clients of Contact Party, etc., regardless of whether Confidential Contact is an

62 individual, corporation, professional corporation, limited liability company, strategic alliance, limited partnership, general partnership, limited liability partnership, joint venture, etc.

63 b. Introduction. For the purposes of this Agreement, the meaning of “Introduce” or “Introduction” shall include, but is not limited to any formal or informal introduction, referral, mention, presentation, meeting, consultation,

64 conversation, due diligence or any means by which the Non-Contact Party discovers through the Contact Party the identity of the Confidential Contact, including discovery through fraud, extortion, theft or other illegal or unethical activity.

65 c. Future Transactions. For the purpose of this Agreement, the meaning of “Future Transaction” shall mean any transaction resulting from an Introduction or a Subsequent Introduction. For the purpose of this

66 Agreement, the meaning of “Subsequent Introduction” shall mean the Introduction by the Non-Contact Party of the Confidential Contact to a Third Party; the Introduction

67 by that Third Party of the Confidential Contact to a Fourth Party, ad infinitum.

68 The Parties acknowledge, accept and agree that the identities and contact information of any Confidential Contact will be recognized by the Non-contact Party as

69 exclusive and valuable contacts of the Contact Party and will remain so for the duration of this agreement plus five (5) years.

70 5 Non-Circumvention. In no event shall one Party use any of the Confidential Information provided to it by the other Party to the detriment of the other Party. The Parties agree to exclusively deal with each other in connection

71 with present or Future Transactions; and shall not circumvent, interfere with, compete with or otherwise bypass the other party in the present or Future Transactions; or contact or deal directly with any Confidential Contact of the

72 Contact Party in the present or Future Transactions without express written consent of the other Party. The Parties agree to keep confidential the identity and contact information of any Confidential Contact Introduced to the

73 6 Non-Contact Party, and that their firm, company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees, or consultants will not contact, deal with,

74 negotiate or participate in the current or Future Transactions with any of the contacts without first entering a written agreement with the Contact Party unless the Contact Party gives prior written permission. Such

75 confidentiality will include any names, addresses, telephone, telex, facsimile numbers, and/or other pertinent information disclosed or revealed to either Party.

76 a. Remedies. In case of circumvention in the current or Future Transactions, in addition to the other remedies set forth in this Agreement, the Parties agree and guarantee that the aggrieved Party shall be entitled to the income, fees,

77 commissions, profits, credits or other compensation to which they would be entitled had the circumvention not occurred. This provision shall survive this Agreement and shall remain in full force and effect for a period of five (5)

78 years from the date of any termination of this Agreement. If either party commences legal proceedings to interpret or enforce the terms of this Agreement, the prevailing

79 Party will be entitled to recover court costs and reasonable attorney fees.

80 7 Other Remedies. In furtherance of the foregoing, both parties hereto agree that money damages alone would not be a sufficient remedy for any breach of this Agreement and that the aggrieved Party shall be entitled to injunctive

81 or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement and the aggrieved Party waives the requirement of any bond being posted as security for such equitable relief. Such

82 remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity.

83 Offenders can be liable for as much as 300% of damages Plus Attorney Fees in some Courts.

84 8 Return or Destruction. Upon request of the disclosing Party all Confidential Information in the possession and/or control of the other Party shall be returned to the disclosing

85 Party or destroyed, at the option and instruction of disclosing Party.

86 a. General Provisions

87 b. Authority to Enter into this Agreement. It is acknowledged that the Parties hereto confirm that they have the authority to enter into this Agreement and none are bound by any previous agreement that adversely affects this agreement.

88 c. Additional Documentation. The Parties agree to provide any necessary additional documents, and execute as required by this Agreement to continue its full effect and performance.

89 d. Limitations. The Parties hereto agree that nothing herein shall be construed as involving any Party in the business of the other and that this Agreement is limited

90 solely for the accomplishment of the purposes outlined within this Agreement.

91 e. Assignment. Neither party shall assign this Agreement to any third party unless prior written consent is obtained from the other party hereto.

92 f. Taxes, Costs, and Fees. Any and all banking costs, fees, duties, any taxes imposed, levies or any other encumbrances under whatever title shall be the responsibility of the Party that incurred such costs, fees, etc.

93 Taxes shall be the responsibility of the Party that incurs such and to each Party in each jurisdiction of such tax obligation.

94 g. Binding Effect. This Agreement shall be fully and completely binding upon any owner, manager, director, employee, key personnel, representative, affiliate, advisor, contractor, successor and/or assign of the Parties.

95 h. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be considered as an original, but all of which, when taken together, shall constitute a single complete agreement.

96 It shall not be required that any single counterpart hereof be signed by all parties, so long as each party signs any counterpart hereof.

97 i. Acceptance: All Parties hereto specifically agree to accept a signed copy of this document, delivered by e-mail, with electronic signatures, as though it were the

98 original. All Parties shall deem the electronic signatures affixed hereto valid and fully effective hereto.

99 j. Force Majeure: No Party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if each failure results from any acts of God, war, civil unrest or other causes

100 beyond any parties reasonable control, but excluding failure caused by the Parties financial negligence or failure to follow threw with needed and agreed to documentation to complete the effect of this Agreement.

101 k. Binding Arbitration: In the event a dispute arises, each Party agrees, relevant to any claim, to waive their rights to litigate in a court of law or equity, or to a jury trial, but rather agree their exclusive remedy is Binding Arbitration.

102 The original Claimant shall bear the entire costs of both Parties to commence arbitration proceedings, but the prevailing Party shall be entitled to reimbursement of all costs, fees, and

103 expenses (i.e. all reasonable pre- and post award expenses of the arbitration fees for representation, travel, and out-of-pocket expenses).

104 l. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. The Parties agree that any legal action or proceeding by or

105 against any Party or with respect to or arising out of this Agreement may be brought in or removed to the courts (collectively, the “California Courts”) of the State of California, in and for the County of ORIGINATION, or of

106 the United States of America for the District of California. By execution and delivery of the Agreement, each Party accepts, for itself and in respect of its property,

107 generally and unconditionally, the jurisdiction of any of the California Courts. Each Party irrevocably consents to the service of process out of any of the California Courts in any such action or proceeding by the mailing of copies

108 thereof by registered or certified mail, postage prepaid, to such Party at its respective address (es) for notices as specified herein and that such service shall be effective five (5) Business Days after such mailing. In addition, each Party

109 hereby waives any right to stay or dismiss any action or proceeding under or in connection with any or all of the Project or this Agreement brought before any California Court on the basis of forum non-convenience.

110 Nothing herein shall affect the right to serve process in any other manner permitted by law or the right of any Party to bring legal action or proceedings in any other competent jurisdiction. In the event legal action is necessary

111 to interpret or enforce this Agreement or any portion thereof, the prevailing party shall be entitled to reimbursement of all reasonable attorney’s fees, investigative costs, and court costs.

112 m. Claims and Litigation. There are no lawsuits, threats of litigation, claims, or other demands affecting or involving any Party, whether known or unknown, arising or accruing before the date of this Agreement,

113 that may become a liability or obligation of any other Party or adversely affect the this transaction.

114 Headings. The headings in this Agreement are included for convenience only and shall neither effect the construction or interpretation of any provision in this Agreement

115 nor affect any of the rights or obligations of the parties to this Agreement.

116 Disclosure: this Application is only delivered to Trader/Platform Owners - SWC LLC GUARANTEE

117 n. Entire Agreement. This Agreement contains the entire agreement among the Parties and no statements, promises, or inducements made by any Party or agent of any Party that are not contained in this Agreement shall be valid

118 or binding unless agreed upon by all Parties. This Agreement may not be enlarged, modified, or altered except in writing signed by all Parties and endorsed on this Agreement or future agreements or memorandums.

119 ….Signature Pages

120 NOW THEREFOR, in consideration of the mutual understandings, representations, intents and agreements among the Parties; and for consideration the receipt and adequacy of which the Parties acknowledge as acceptable;

121 #13 this Agreement made and entered into as of the DATE INDICATED BY AGREEMENTS AS _ 7/30/2014 by and between the Parties of SmartCorp Wealth Consultants, LLC

122 #14 Investor #1 New JV Corp Signature: X 7/30/2014 Investor #3 Passport # Signature: X

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124 #15 Investor #2 SWC LLC Signature: X 7/30/2014 Investor #4 Passport # Signature: X

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126 #16 Transaction Code by Application Page: New JV Corp SWC LLC SWCLLC 7/30/2014 DO NOT WRITE IN THIS GREEN SQUARE AREA

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129 Paymaster: SWC LLC and or otherwise Assigned by Platform:

130

131 o. Distributions of Profits are to be as Indicated on Page #1 of this document on the Basis percent (%) participation against total Principal delivered for Trade by SWC LLC

132 Brokers Representing groups and or Individual Corporations should be legal members of Particiapting Principal Corporations before Trade Begins

133 and configure with their Partners and equitable and fair distribution of funds per their own criteria. SWC LLC is not responsible of Broker Commissions.

134 Math on Commissions Paid:

135 Breakdown of Members Particiapting PROFIT QUALIFICATION RULES

136 1 Profits are Paid to SWC LLC New Master Account where Corporation is Established

137 Investors Coporation Names State Country Other Members Stock Ownership % 2 Commissions to Stock Holders, other than the main Principals are paid by that Corporation

138 #17 New JV Corp Corp 1 CA USA 3 SWC LLC is not Responsible to Pay Commissions to any Stock Holders other than to Corporat Main Accounts of

139 #18 SWC LLC Corp 2 Nevada USA Coporations participating as Investors.

140 #19 Client # 1 Corp 3 Wyoming USA 5 Some Programs can continue payout to Investors up to 10 months or more per contracts

141 #20 Client # 2 Corp 4 Delaware USA 6 The Investors cannot attempt to place their paymaster to Trader- That won't be acceptable

142 #21 SWC LLC SWC LLC Delaware USA JC, DP, BG due to the fact Trader only deals with folk they personally know and have dealt with for over 3 years.

143 #22 1st & last Name Corp 5 Texas USA 7 We need your Professional Participation to the Attorney Paymaster and SWC LLC, making threats

144 with mention of physical harm is a disqualifying factor for participation in Profits (only your Pirncipal would be returned in 30 days)

145 By Signing below, Each Investor Understands that this is a Private Placement Participation and no Soliciting is allowed. 8 All Brokers shall collect their share Trade Profits by becoming stock holders in Investors Companies

146 You may introduce other Investors to us but you have to make sure they are willing to Introduce Passport, CIS, POF 9 Investors Can Participate in a Trade direct to Platform after 18 months 1st Trade Completion

147 on the First Day they meet with SWC LLC 10 Maximimum Liquidated damages is the balance submitted as Investment to SWC LLC

148 All Investors agree to be highly cooperative and follow SWC LLC demand Schedules to Perform. This Invitation to participate is not11 Release from a Trading cycle has a maximum duration of 30 banking days and Maximum Payout is :

149 valid for a period longer than 30 days.Intentional delays are reasons for dismissal permanently a) Orignal Funds Invested plus a Maximum of 10% of those Funds Invested from the existing 30 Banking day cycle

150 from this participation. b) Investors released will no longer have any legal claim to further Profits made on future Trading cycles.

151

152 I Read, Understand, and Agree to the Statements stated above:153 Corporation Names

154 #23 Investor #1 Signatures: Corp 1 CA USA

155 #24 Investor #2 Signatures: Corp 2 Nevada USA

156 #25 Investor #3 Signatures: Corp 3 Wyoming USA

157 #26 Investor #4 Signatures: Corp 4 Delaware USA

158 #27 SWC LLC Signatures: SWC LLC Delaware USA

159 #28 Investor #5 Signatures: Corp 5 Texas USA

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163 Vicente B. Galindo, SmartCorp Wealth Consultants, LLC - Monetizer

164 By: Vicente B. Galindo, On Dated:______smartcorp007@gmail.com, 1+ 916 588 6539 7/30/2014 Or dated you Received per my Email Date!!!

165 Signature619 New York Avenue, Claymont, DL 91703 Vicente Galindo 166 California ID # C1464960 USA Citizen

167

168 DEFINITIONS

169 I SWC, LLC Goodwill: SWC, LLC has good will to clients and Investors to assist them to establish as a business partner the ability to obtain Zero Interest Commercial Loans

170 for the Investment into All Real Estate Investments that make sense and under CCIM.com are considered a "valiable Project". Projects must be Cash Flow Positive

171 and Titled Insurance at the Close. Cash Flow Profits can then be invested into a) paying debt off and or b) entering a higher Leverage Loan Scenario.

172 All Projects must be managed under full disclsoure to SWC, LLC as sole operating Commercial Broker/Agent 100% of the ocassions. Listing, Sale, Purchases of all

173 Real Estate Transactions are only allowed under SWC, LLC sole operating Commercial Agent to the New Corp Formed by Clients and SWC, LLC mentioned above.

174 It is the good will of SWC, LLC to Lead all Investors into a Fruitful and Positive Cash Flow Experience in the Purchase of all Commercial and or Residential Properties.

175 SWC, llc target is to take New JV Corp to Raise up to $100,000,000.00 in Levearge Funds at 0% Interest due in 1 to 2 years

176 for the first 6 months in Engagements. The Next Target is to Enter MTN Buy/Sale Trade to create a Cash Flow of 5.50% to 8%

177 pay-out for 1`0 years that would be used exclusively first to pay all existing debts of New JV Corp

178 SWC, LLC can be bought out only after 18 months of continous busienss operations and or 3 mayor Projects over 250M have been completed.

a b c d e f g h i j k l m n o p q r

CONFIDENTIAL PAGE 2 OF 2 1

Numbered #1 Through #28 NCND PAGE 2

Cell Color Function Codes: 3

Enter Information Requested 4

Calculation Cell - Do Not Alter 5

Populated Information from previous Pages 6

Transaction Codes - Do Not Alter 7

DO NOT ALTER ANY INFOMRATION ON BLACK BOX BELOWTRACKING 8

9

Project Manager / CFO: Vicente Galindo / SWC, LLC 10

TRANSACTION IDENTIFICATION CODES 11

New JV Corp SWC LLC SWCLLC 7/30/2014 Client # 2 12

Bank NameBanker's NamePhone# Fax # Email 13

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Date _ 7/30/2014 24

Collectively, SmartCorp Wealth Consultants, LLC (SWC LLC) shall be referred to as the “Parties” and each as the “Party”-THIS NCND IS VALID FOR ANY COMPANY THAT VICENTE B GALINDO OR ATTY. PYUN REFERENCED AS FINAL PAYEE: 25

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are qualified business and individuals to International Private Placement Trading Platforms, and or Sales of a 28

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WHEREAS the Parties desire to hold discussions, exchange certain information, and make certain introductions regarding certain present and future transactions involving International Private Placement Trading Platforms, and in the course of 31

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WHEREAS the parties hereby irrevocably confirm and guarantee to each other that the identities of any Confidential Contact and Confidential Information as defined herein, are valuable and proprietary, whether that contact or 33

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NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which 35

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Confidential Information. In their efforts to complete any present and future transactions, both SmartCorp Wealth Consultants LLC, (SWC LLC) shall disclose certain confidential information with each other. 37

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or instrument; strategies and plans; all reports, legal analyses, and financial reports and accountings; any notes or maps; identification of co-investors; the terms and conditions of any letters-of-intent, offers, 43

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affiliates, attorneys, accountants and advisors with a need to know the Confidential Information for the purposes of performing work related to the transaction. The Parties shall require all such employees, affiliates, attorneys 53

, accountants and advisors receiving the Confidential Information to be bound by the terms of this Agreement. Each Party shall be responsible for any breach of this Agreement by its employees, affiliates, attorneys or advisors. 54

Required Disclosure. In the event that either Party is requested or required by legal or regulatory authority to disclose any Confidential Information that Party shall promptly notify the other Party of such 55

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Confidential Contacts. For the purposes of this Agreement, a contact shall be considered a “Confidential Contact” of a Party if 1) the contact is known to one party (the “Contact Party”); 2) the contact is unknown to the other 58

Party (the “Non-Contact Party”) at the time of entering into this Agreement; and 3) the Non-Contact Party discovered the identity of the contact by way of introduction by the Contact Party. A Confidential 59

Contact shall include, but is not limited to any buyer, seller, source, advisor, consultant, broker/dealer, intermediary, investment bank, merchant bank, commercial bank, private bank, lender, insurance provider, 60

trading group or platform, trader, investor, asset manager, attorney, accountant, trust, hedge fund or other investment fund, other clients of Contact Party, etc., regardless of whether Confidential Contact is an 61

62

Introduction. For the purposes of this Agreement, the meaning of “Introduce” or “Introduction” shall include, but is not limited to any formal or informal introduction, referral, mention, presentation, meeting, consultation, 63

conversation, due diligence or any means by which the Non-Contact Party discovers through the Contact Party the identity of the Confidential Contact, including discovery through fraud, extortion, theft or other illegal or unethical activity. 64

Future Transactions. For the purpose of this Agreement, the meaning of “Future Transaction” shall mean any transaction resulting from an Introduction or a Subsequent Introduction. For the purpose of this 65

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Non-Circumvention. In no event shall one Party use any of the Confidential Information provided to it by the other Party to the detriment of the other Party. The Parties agree to exclusively deal with each other in connection 70

with present or Future Transactions; and shall not circumvent, interfere with, compete with or otherwise bypass the other party in the present or Future Transactions; or contact or deal directly with any Confidential Contact of the 71

Contact Party in the present or Future Transactions without express written consent of the other Party. The Parties agree to keep confidential the identity and contact information of any Confidential Contact Introduced to the 72

Non-Contact Party, and that their firm, company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees, or consultants will not contact, deal with, 73

negotiate or participate in the current or Future Transactions with any of the contacts without first entering a written agreement with the Contact Party unless the Contact Party gives prior written permission. Such 74

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Remedies. In case of circumvention in the current or Future Transactions, in addition to the other remedies set forth in this Agreement, the Parties agree and guarantee that the aggrieved Party shall be entitled to the income, fees, 76

commissions, profits, credits or other compensation to which they would be entitled had the circumvention not occurred. This provision shall survive this Agreement and shall remain in full force and effect for a period of five (5) 77

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Other Remedies. In furtherance of the foregoing, both parties hereto agree that money damages alone would not be a sufficient remedy for any breach of this Agreement and that the aggrieved Party shall be entitled to injunctive 80

or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement and the aggrieved Party waives the requirement of any bond being posted as security for such equitable relief. Such 81

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Authority to Enter into this Agreement. It is acknowledged that the Parties hereto confirm that they have the authority to enter into this Agreement and none are bound by any previous agreement that adversely affects this agreement. 87

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Taxes, Costs, and Fees. Any and all banking costs, fees, duties, any taxes imposed, levies or any other encumbrances under whatever title shall be the responsibility of the Party that incurred such costs, fees, etc. 92

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Binding Effect. This Agreement shall be fully and completely binding upon any owner, manager, director, employee, key personnel, representative, affiliate, advisor, contractor, successor and/or assign of the Parties. 94

Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be considered as an original, but all of which, when taken together, shall constitute a single complete agreement. 95

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Force Majeure: No Party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if each failure results from any acts of God, war, civil unrest or other causes 99

beyond any parties reasonable control, but excluding failure caused by the Parties financial negligence or failure to follow threw with needed and agreed to documentation to complete the effect of this Agreement. 100

Binding Arbitration: In the event a dispute arises, each Party agrees, relevant to any claim, to waive their rights to litigate in a court of law or equity, or to a jury trial, but rather agree their exclusive remedy is Binding Arbitration. 101

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Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. The Parties agree that any legal action or proceeding by or 104

against any Party or with respect to or arising out of this Agreement may be brought in or removed to the courts (collectively, the “California Courts”) of the State of California, in and for the County of ORIGINATION, or of 105

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generally and unconditionally, the jurisdiction of any of the California Courts. Each Party irrevocably consents to the service of process out of any of the California Courts in any such action or proceeding by the mailing of copies 107

thereof by registered or certified mail, postage prepaid, to such Party at its respective address (es) for notices as specified herein and that such service shall be effective five (5) Business Days after such mailing. In addition, each Party 108

hereby waives any right to stay or dismiss any action or proceeding under or in connection with any or all of the Project or this Agreement brought before any California Court on the basis of forum non-convenience. 109

Nothing herein shall affect the right to serve process in any other manner permitted by law or the right of any Party to bring legal action or proceedings in any other competent jurisdiction. In the event legal action is necessary 110

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Claims and Litigation. There are no lawsuits, threats of litigation, claims, or other demands affecting or involving any Party, whether known or unknown, arising or accruing before the date of this Agreement, 112

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Entire Agreement. This Agreement contains the entire agreement among the Parties and no statements, promises, or inducements made by any Party or agent of any Party that are not contained in this Agreement shall be valid 117

or binding unless agreed upon by all Parties. This Agreement may not be enlarged, modified, or altered except in writing signed by all Parties and endorsed on this Agreement or future agreements or memorandums. 118

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NOW THEREFOR, in consideration of the mutual understandings, representations, intents and agreements among the Parties; and for consideration the receipt and adequacy of which the Parties acknowledge as acceptable; 120

by and between the Parties of SmartCorp Wealth Consultants, LLC 121

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Initials Required by All Investors: 134

INVESTORS: I read, understand, & Agree 135

Profits are Paid to SWC LLC New Master Account where Corporation is Established #1 #2 #3 #4 136

Commissions to Stock Holders, other than the main Principals are paid by that Corporation 137

SWC LLC is not Responsible to Pay Commissions to any Stock Holders other than to Corporat Main Accounts of 138

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Some Programs can continue payout to Investors up to 10 months or more per contracts 140

The Investors cannot attempt to place their paymaster to Trader- That won't be acceptable 141

due to the fact Trader only deals with folk they personally know and have dealt with for over 3 years. 142

We need your Professional Participation to the Attorney Paymaster and SWC LLC, making threats 143

with mention of physical harm is a disqualifying factor for participation in Profits (only your Pirncipal would be returned in 30 days) 144

All Brokers shall collect their share Trade Profits by becoming stock holders in Investors Companies 145

Investors Can Participate in a Trade direct to Platform after 18 months 1st Trade Completion 146

Maximimum Liquidated damages is the balance submitted as Investment to SWC LLC 147

Release from a Trading cycle has a maximum duration of 30 banking days and Maximum Payout is : 148

a) Orignal Funds Invested plus a Maximum of 10% of those Funds Invested from the existing 30 Banking day cycle 149

b) Investors released will no longer have any legal claim to further Profits made on future Trading cycles. 150

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SWC, LLC has good will to clients and Investors to assist them to establish as a business partner the ability to obtain Zero Interest Commercial Loans 169

for the Investment into All Real Estate Investments that make sense and under CCIM.com are considered a "valiable Project". Projects must be Cash Flow Positive 170

and Titled Insurance at the Close. Cash Flow Profits can then be invested into a) paying debt off and or b) entering a higher Leverage Loan Scenario. 171

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It is the good will of SWC, LLC to Lead all Investors into a Fruitful and Positive Cash Flow Experience in the Purchase of all Commercial and or Residential Properties. 174

Interest due in 1 to 2 years 175

yearly Tax Exempt 176

NCND Page 2 of 4 177

Buy-Our Price is Equal to Equity owned and Reserves times 2 (2X) 178

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