All accounts accepted by HMH Legal (Law Firm or HMH) are subject to the following:

TERMS & CONDITIONS

Main Terms & Conditions

1) It is agreed that HMH will charge and may retain or deduct the following commission fees on all accounts resolved whether settled direct to the Law Firm or through your office, in accordance with the following rates.

Standard Rates 0 to $50,000 dollars 30% $50,000 to $200,000 dollars 25% $200,000 to $500,000 dollars 19% Beyond $500,000 dollars 14% Accounts more than 3 years old 50% Returned merchandise ½ regular rate

2) These services and charges apply to commercial accounts only. Non-commercial accounts are accepted only at the option of HMH and are subject to increased charges.

3) Accounts settled direct, paid prior, or merchandise returned are subject to commission charges, irrespective of the circumstances involved.

4) The Law Firm shall have the right to endorse for deposit and collection, in the name and on behalf of the client, remittances received on accounts placed for collection and to deduct from such remittances its commission charges.

5) No legal action will be initiated, filed, or followed, without the creditor’s prior authorization. Court costs are the responsibility of the creditor. It is agreed that the contingent commission fee upon collection is 40% of all monies collected during the legal process (through Court), unless otherwise agreed and authorized in writing by HMH.

6) Account(s) may be withdrawn on creditors written instructions after 90 days, providing they are not in the process of settlement. Failure of the creditor to fully cooperate with the Law Firm or comply with the above condition will subject the account(s) in question to full commission charges.

7) Creditor shall pay invoices within payment terms, which are net price ten (10) days after the corresponding invoice date, unless otherwise provided in writing by the Law Firm. Payments shall be made at the Law Firm’ domicile or bank account, without the need of any demand for payment. Interest will accrue at the rate of two percent (2%) per month on all unpaid amounts.

8) Should Law Firm file any legal action for default of obligations or nonpayment under this contract from the Creditor, the Creditor will indemnify and pay Law Firm for attorney fees 30% (thirty percent) of the of the total value of the claim for first instance, and an additional 15% (fifteen percent) for second instance. The costs of litigation and execution in any of the actions are additional and will be paid by the losing party.

9) The courts of the city of Tijuana, Baja California, where services are provided and where the Law Firm is domiciled is the proper venue and will have jurisdiction to hear and resolve any controversy related to this contract for debt collection services. Both parties submit herein to said jurisdiction, waiving any other jurisdiction that may correspond due to their present or future domicile.

10) Should the Law Firm file legal action against the Creditor due to default of his payment obligations for fees derived from recoveries made by the Law Firm, the Creditor will indemnify and pay Law Firm an additional 12% (twelve percent) over all outstanding balances, from the date that any recovery was confirmed or the fee was created, to cover all costs pertaining to 1) compensating commissions, fees and/or costs to local attorneys involved, 2) debt collection efforts by the Law Firm, and 3) the cost of opportunity and loss due to inflation. This indemnity is different and in addition to the payment of principal and all other accessories owed under this contract, and results from the delay and default to the contract, to pay for unjustified costs incurred by the Law Firm.

11) This agreement along with the following full terms & conditions pointed out below contains the entire and only agreement between the parties. No waiver or amendment of this agreement shall be binding on the parties unless it is made in writing, signed by an authorized official of both parties.

Full Terms & Conditions

PART I. CONTRACTUAL COMPENSATION

A. Commissions

1.1 Commissions will be contingent on the recovery of money or property. Commission rates for any and all accounts forward shall be the ones pointed out in the table below:

Standard Rates 0 to $50,000 dollars 30% $50,000 to $200,000 dollars 25% $200,000 to $500,000 dollars 19% Beyond $500,000 dollars 14% Accounts more than 3 years old 50% Returned merchandise ½ regular rate

1.2 When a claim is collected in installments, the contractual commission rate shall apply to the aggregate of the installments collected and not to each installment individually.

1.3 In situations where Law Firm may obtain amicable agreement for the debtor to make payments over an extended period of time, Law Firm can give Client the option to (a) pay a higher contingency fee without suit or (b) litigate, giving requirements for suit fees and court costs.

1.4 When a claim is paid by the debtor directly to Client after it has arrived at the office of Law Firm:

a. Law Firm will be entitled to the full commission rate, if payment was made by the debtor after demand was made by Law Firm. The mere technical failure of Law Firm to immediately acknowledge receipt of a claim shall not operate to deprive him of his right to compensation at the agreed rate, provided he actually made demand for payment. b. Law Firm is entitled to no compensation if payment was made by the debtor before Law Firm made demand on the debtor or otherwise worked on the claim, provided notice of such direct payment is furnished to Law Firm by Client before work is begun or demand is made.

1.5 Law Firm will be entitled to full compensation in each of the following situations:

a. Where Law Firm receives the claim and does work on it, and the debtor subsequently pays the amount of the claim to another person who had previously been employed to collect the claim. b. Where the claim is in the hands of Law Firm and Client intervenes for the purpose of accepting a post-dated check or a promissory note, or an acceptance or other instrument from the debtor, thereupon withdrawing the claim from the hands of Law Firm; the commission shall be computed upon the face amount of the instrument so taken, and shall be payable to Law Firm in full upon the taking of the instrument, the same as if money had been collected. c. Where Law Firm settles the claim by taking such an instrument from the debtor, provided that such settlement is authorized or ratified by Client. In such event:   1.   If the instrument remains in the hands of Law Firm until maturity and collection, Law Firm will be entitled to compensation only upon the money actually collected and only when collected, but   2.   If Client demands possession of the instrument, Law Firm is at once entitled to full compensation computed on the face amount of the instrument, the same as if money had been collected. In the event the instrument is not paid at maturity and is returned to Law Firm for collection, the employment to collect the same is a new employment, and (a) in the event of a failure to collect, Law Firm shall not be required to refund the commission previously earned, or (b) in the event of a full or partial collection, Law Firm shall be entitled to full commissions computed on the amount collected, irrespective of the commission previously earned on the taking of the instrument. d. Where a claim or judgment is compromised upon the advice or with the approval, tacit or expressed, of Law Firm.

1.6 Law Firm will not be entitled to commission in any of the following situations:

a. Where Law Firm returns the claim as uncollectible, or where it has been properly withdrawn from his hands and the debtor subsequently makes payment in full or in part to Client or a subsequent receiver. b. Where a claim is paid or settled after it arrives at Law Firm’s office but before Law Firm has performed any services in connection with the claim, provided Law Firm is notified by Client of the payment or the settlement before work is done on the claim. c. When Law Firm reports a claim to be uncollectible without suit and Client chooses not to sue, and the claim is returned to Client.

B. Interests, Costs, Attorneys Fees

2.1 Interest collected on an account or judgment is the property of Client, and the collection of interest must be disclosed by Law Firm to Client. Interest collected should be added to the principal collected for the purpose of computing the commission.

2.2 Court costs expended in connection with litigation and subsequently recovered from the debtor may not be added to the principal in computing the commission, and Client is entitled to a full return of the money advanced by him for costs when such money is collected from the debtor as part of the judgment.

2.3 Where a plaintiff is awarded a sum in addition to his damages and costs (variously known as statutory costs, taxed fees, taxed cost, or the like), said additional sum shall be deemed to be the property of the Client and shall be treated, for purposes of computing commissions, the same as interest, unless prohibited by law. If so prohibited, Law Firm shall retain the amount so awarded and collected as his own, by way of his suit fee or on account of his suit fee, and shall compute his commission upon the collection of principal and interest only, so that Law Firm will not be paid twice for his court services, once by the statutory recovery and once by Client.

2.4 Unless otherwise agreed upon by and between Client and Law Firm, because an attorneys fee clause in a contract or note is intended to reimburse the holder for expenses incurred in the collection thereof, any such attorneys fee collected in addition to principal and interest, where no suit has been filed, shall be deemed to be the property of Client and shall be treated for purposes of computing commissions, the same as interest, unless prohibited by law. If so prohibited, Law Firm shall retain the same as his own, and shall compute his commission upon the collection of principal and interest only, and shall deduct the amount so retained from the commission computed in accordance with the commission contract.

2.5 Sums awarded by a court or arbitrator for contempt for failure to appear; failure to proceed; failure to comply with an order of the court; false or frivolous pleadings; or the like; and intended to compensate the receiving attorney, shall be applied to cover costs incurred throughout litigation and shall only belong to Law Firm after all costs incurred by Client have been covered.

2.6 In all instances of recovery pursuant to Sections 2.3 and 2.4 herein above, it shall be the obligation of Law Firm to disclose said recovery to Client and to inform Client of the specific local law which prohibits said recovery from being deemed the property of the creditor.

C. Suits and Suit Fees

3.1 The mere forwarding of a claim for collection does not warrant the commencement of suit, nor does the mere employment of Law Firm to collect a claim imply any authority to sue. No suit shall be commenced by Law Firm unless they shall have authority from Client to do so.

3.2 Suit fees will be charge as a contingency fee upon recovery at an additional commission rate of 10% of net recovery, unless otherwise agreed and authorized in writing by Law Firm. The percentage shall be computed on the gross amount collected by Law Firm, not including the court costs expended and recovered from the defendant.

PART II. NON-CONTRACTUAL COMPENSATION

A. Compensation in Addition to the Contract

4.1 In addition to the commissions agreed upon between Client and Law Firm, Law Firm shall be entitled to reasonable compensation in the following situations:

a. When the exigencies of any situation make it immediately necessary to perform on behalf of Client legal services, which would normally not be anticipated, such as (included but not limited to these situations): answering to any complaint our counterclaim brought by any debtor against Client; initiation or filing of any action or separate complaint in court to prevent a loss of rights (or prescripción) in regard to these claims or any other civil or criminal actions to secure collection, etc. b. When a claim has been put into litigation and it is necessary for Law Firm to attend a trial or arbitration hearing, Law Firm may charge a reasonable trial fee in addition to his normal suit fee if notice of the possibility of such additional fee has been given to Client.

Law Firm shall promptly advise Client as to the necessity for additional compensation.

B. Reasonable Compensation as a Substitute for Contractual Compensation

5.1 Law Firm shall be reasonably compensated for the work and services actually performed, and where appropriate, for the expenses incurred, under the following situations:

a. Where goods or property are taken in settlement, rather than money. Law Firm will be entitled to 50% of the commissions rates provided under section 1.1. b. Where goods or property are taken in partial settlement, and money is also taken in partial settlement. In this situation, Law Firm will be entitled to 50% of the commissions rates provided under section 1.1. for the property taken, and full commission rates for the recovery of the money. c. Where a claim is disputed and the dispute is known to Client but is not disclosed to Law Firm at the time of signing this agreement. In this situation, Law Firm shall be entitled to reasonable compensation for services performed and expenses incurred by him in endeavoring to collect such claim in the event he is, by reason of such dispute, unsuccessful in the collection thereof. d. When Client shall improperly interfere with the efforts of Law Firm and thereby prevent collection. In this situation, Law Firm shall be entitled to reasonable compensation for services rendered. e. Where a claim is paid direct to Client. In this situation, it is the duty of Client to notify Law Firm immediately of the fact of payment, and    (1) Where payment is made prior to the arrival of the claim in Law Firm’s office, and         (a)   Where such notice is given, Law Firm shall be entitled to no compensation, but         (b)   Where notice is not immediately given to Law Firm, and he does work on the claim or incurs expense before notice is received, he                     entitled to reasonable compensation for work performed and expense incurred.    (2) Where payment is made after arrival of the claim in Law Firm’s office, and         (a)   Where such notice is given before Law Firm has done any work on the claim, Law Firm is entitled to no compensation, but         (b)   Where such notice is given after Law firm has started work on the claim or has incurred expense, Law Firm is entitled to reasonable                   compensation for work performed and expense incurred, and         (c)   Where such notice is not given until after Law Firm has made a demand on the debtor, Law Firm is entitled to full compensation as                    measured by this contract. f. Where Client has authorized the commencement of suit, and Law Firm has performed services in reliance upon Client’s good faith in that regard, and subsequently Client chooses not to sue. In this situation, Law Firm shall be entitled to reasonable compensation for services rendered.

5.2 Because the placement of a claim with Law Firm on a contingent basis vests Law Firm with an interest in the claim to the extent of his contingent commission, the withdrawal of a claim for any reason (including a desire to file the claim direct in any probate, bankruptcy, receivership, insolvency or other kindred proceedings), shall entitle Law Firm to reasonable compensation for services rendered.

5.3 When any neglect or failure to act on the part of Client, including but not limited to the failure to give timely notice of payments received from settlements made with a debtor, which neglect or failure results in Law Firm being compelled to do work which otherwise could have been avoided and for which he will not be otherwise compensated, Law Firm is entitled to reasonable compensation for services rendered.

5.4 Where suit is authorized and all requisite papers have been prepared, and Client fails to cooperate with Law Firm, Law Firm will be entitled to reasonable compensation for his services.

5.5 Where suit is authorized and commenced, and Client fails to furnish Law Firm with the evidence or testimony to substantiate the claim, or to comply with orders of the court, which failure results in the dismissal of the case or in a judgment adverse to the creditor, Law Firm will be entitled to reasonable compensation for his services.

5.6 Where Client employs two or more receivers in the same or different towns to handle the same matter, and fails to inform each of them of the dual representation, and where either of them collects the claim in whole or in part, the other is entitled to reasonable compensation for his services.

5.7 To determine the reasonable compensation to be paid to Law Firm —should it be entitled under this Section, an hourly fee schedule of $70.00 (seventy 00/100 US dollars) will be considered per hour of legal work involved. For this purpose, Law Firm will provide Client with a detail statement of all services provided, with exact dates for each service rendered.

PART III. COURT COSTS AND EXPENSES

6.1 Money advanced for court costs is a fund to be drawn upon for the purpose of paying court costs, and should be accounted for at the conclusion of Law Firm’s employment.

6.2 Except in cases of emergency, where the interests of the creditor might be prejudiced by delay, it shall be the duty of Law Firm to consult Client before incurring any items of expense.

6.3 Money expended in service of process or endeavoring to serve process on defendants where suit is authorized is a legitimate expense that the creditor must pay.

PART IV. DUTIES

A. Of Law firm

7.1 Law Firm shall acknowledge receipt of a claim promptly unless received at execution of this contract.

7.2 Law Firm shall report the fact that a claim is being collected in installments, and shall remit within a week any money so collected.

7.3 Law Firm shall promptly return all papers and/or remit all moneys collected and unexpended costs, on claims that have been withdrawn because of Law Firm’s neglect or inability to handle the same.

7.4 Where Law Firm is called upon to remit the proceeds of a collection to different and conflicting parties, he shall impound the money with some responsible depository, and shall then notify the conflicting parties that it will not be released until he is assured by both parties, by stipulation or otherwise, that the dispute has been completely adjusted.

7.5 Law firm shall account for and remit on:

a. Principal b. Costs which are not commissionable c. Interest d. Statutory fees (where permitted) e. Contractual fees (where permitted)

7.6 On all claims in litigation, Law Firm shall

a. Confirm that suit is filed b. Report each significant development or event in the course of the litigation and c. Give realistic file datings based on local procedure

7.7 Law Firm Will be obligated to transfer or travel to Client’s domicile at Client’s request, at least once a month, to discuss any issues or status of claims or litigation, or for any other reason that Clients deems so necessary.

7.8 Law Firm will provide Client with reports for all accounts and claims pertaining to their progress and status at least once a month. Law Firm will also provide monthly statements for all accounts that have been placed for suit, and they shall reflect all costs and expenses incurred by Law Firm on Client behalf during the particular month.

B. Of Client

8.1 Client will pay for all costs and travel expenses in which Law Firm incurs, every time Law Firm is requested by Client and transfers or travels to Client’s domicile to discuss any issue or status of claims or litigation, or for any other reason that Clients deems so necessary.

8.2 Client shall provide to Law Firm a general power of attorney for lawsuits and collections to be exercised in Mexico for all accounts that are forwarded by this contract.

8.3 In an effort to minimize Law Firm requests for information and documentation, every claim forwarded to Law Firm should be accompanied by the following where available:

a. Information   (1)    Creditor’s full name and address   (2)    Debtor’s legal name, legal composition and address, including the name and address of any guarantor   (3)    Amount due, principal and interest   (4)    Debtor’s contact and phone number   (5)    Nature of creditor’s business   (6)    Details of any dispute and creditor’s response with copies of memos and correspondence b. Documentation   (1)    Credit agreement, terms or conditions of sale   (2)    Contracts, leases, personal guarantees, promissory notes, and NSF checks   (3)    Purchase orders, delivery receipts, invoices, and statements of account   (4)    Security agreement (with copy of any financing statements) c. Credit information   (1)    Credit application   (2)    Financial statements   (3)    Credit reports   (4)    Debtor banking information   (5)    Real estate owned   (6)    Place of employment   (7)    Social security number or employer ID number   (8)    Vehicle identification number

PART V. RESTRICTIONS

A. Upon Law Firm

9.1 Law Firm shall not retain an item of business if he cannot handle it properly for any reason; except that, if the reason is an apparent conflict of interest, Law Firm shall place Client in full possession of all the facts or shall return the claim at once.

9.2 Law Firm, having taken property or money from a debtor as settlement of a claim, in a controversy arising with Client regarding his compensation, will never return the property or money to the debtor. Once the property or money is taken and received as payment of the claim, the property or money is in the constructive possession of the creditor and may not be returned without his authority.

9.3 Law Firm shall not charge and retain in one case the fees or costs claimed in another, where there is no authority to do so.

9.4 Law firm shall not incur any item of expense, chargeable to the creditor, without Client’s consent, except in cases of emergency where the interests of Client are likely to be prejudiced by delay.

9.5 Law Firm may not institute a suit or compromise a claim without authority of Client.

B. Upon Client

10.1 Client shall not withdraw a claim from Law Firm in the absence of fault on the part of the receiver, without compensating the receiver in accordance with section 5.2.

PART VI. JURISDICTION

11.1 All disputes, controversies or claims arising out of or in connection with or in relation to the contract, including any question regarding the existence of the contract, its validity or termination, may be submitted to and be subject to the jurisdiction of the courts of Tijuana, Baja California, México, which shall have exclusive jurisdiction in the event of any dispute hereunder. The parties hereby irrevocably submit and attorn to the exclusive jurisdiction of such courts to finally adjudicate or determine any suit, action or proceeding arising out of or in connection with this agreement.