REFERRAL COMMISSION AGREEMENT

   THIS AGREEMENT entered into this _____ day of _____________, ____ between
 _________________________________________, hereinafter referred to as PRINCIPAL, and __________________________________________, hereinafter referred to as ASSOCIATE.

    1.  This agreement establishes PRINCIPAL as the entity to consummate the sale of mortgages, deed of trust notes, contracts for deed, annuities, lottery proceeds and other negotiable instruments (hereinafter all referred to as "notes") for note sellers/note owners referred by ASSOCIATE.

    2.  It is mutually understood and expressly agreed that ASSOCIATE is acting as an independent contractor and is not an employee or agent of PRINCIPAL.  ASSOCIATE agrees to refrain from making any representations or commitments in the name of PRINCIPAL without prior approval of PRINCIPAL and agrees that PRINCIPAL is not bound by any such representations or commitments.

    3.  ASSOCIATE engages PRINCIPAL as his sole and exclusive funding source on every note submitted to PRINCIPAL and will not submit the same note to any other entity, either directly or indirectly through third parties, without the prior written consent of PRINCIPAL.

    4.  ASSOCIATE'S duties under this agreement will be to locate note sellers and obtain information needed by PRINCIPAL.  PRINCIPAL will contact and negotiate with note sellers directly.

    5.  PRINCIPAL will pay to ASSOCIATE a commission of two percent of the purchase price commission for each note purchased, unless an alternative compensation is agreed upon by both parties.  PRINCIPAL agrees to pay this commission on any subsequent future dealings with note sellers originally referred by ASSOCIATE, even if the note sellers go directly to PRINCIPAL.


______________________________
 PRINCIPAL

______________________________
 ASSOCIATE


Name of Associate (Please Print)___________________________________________
Address _______________________________________________________________
City, State, ZIP __________________________________ Phone (___)____________


RETURN TO:  
Mpnnotes
P.O. Box 561
Gary, Indiana 46402 USA
FAX: 219-886-2237