Bizfin Referral Agreement

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HOW TO BECOME A BIZFIN AFFILIATE

Our typical Affiliates have experience in corporate finance, real estate, investment banking, law, accounting, and banking. Some work full-time and others part-time. Many work from their homes.

As an Affiliate you will submit micro cap corporate finance deals, business financing and commercial real estate deals. Before applying to become an Affiliate, please read our website to review services we offer and the kind of deals we will expect you to submit. The chance to get financing for a start-up business is about one in one hundred. Therefore, we ask our Affiliates not to submit startups unless the principals have a considerable amount of their own cash invested and it is an unusually unique situation. A good rule to follow is to ask yourself if you would be willing to fund the startup if you had the capital. Don't waste several years of your life to learn that chasing startups is very unproductive. Spend that time more productively looking for quality deals. Click on this link for the criteria venture capitalists use to decide if a deal is worth looking at venture capital criteria .

The ideal minimum business prospect for financing has been operating more than four years, has experienced management in place, is profitable, last 12-months revenues were at least $500,000 and the company needs more than $250,000 of capital to expand. Submitting a candidate with only an idea for a business or with an invention is very much discouraged.

An application to become an Affiliate will not be accepted from anyone who has ever been found guilty of fraud, misrepresentation, stock manipulation, or who is presently under investigation by the Securities & Exchange Commission. Do not apply to be an Affiliate if you have any of these issues.

After reading the Agreement below, studying our website, and reading Questions and Answers below, if you wish to become an Affiliate, please email the requested information. Upon reviewing the information, if we have interest, we will contact you. If we accept you as an Affiliate we will mail you two signed copies of the Affiliate Agreement. Keep one copy for your files and sign and return the other copy to Bizfin, LLC, 50 McLaughlin Drive, Greensburg PA 15601.

AFFILIATE APPLICATION
(All information is required)

Your Name:
Company Name:
Address:
Telephone Number:
Website Address:
Email Address:
Will you be working from home office or business office?
Are you presently under investigation by the SEC or FINRA (NASD)?
Have you ever been found guilty of a felony?
Have you ever been found guilty of fraud or misrepresentation?
Education:
Briefly tell why you qualify to be a Bizfin Affiliate:

Email this information to capital@bizfin.com

June 12, 2008

           Questions and answers

             These questions and answers are for the Affiliate to become familiar with the Affiliate program
                and are not part of the Affiliate Agreement, however, you should read these questions and
                answers carefully and call us to discuss any that you do not fully understand.

1. Q. Must I pay a fee to become an Affiliate?
A. No.

2. Q. What is Bizfin looking for in its Affiliates?
A. Integrity, a good reputation, experience in corporate finance, real estate, law, investment banking, accounting, banking, or business.

3. Q. Are Affiliates full time or part time?
A. We have Affiliates who are part-time and full-time. Many are retired and work from their homes. Regardless, Affiliates are not employees of Bizfin or receive any benefits other than a referral fee, when earned.

4. Q. In what kind of deals are venture capitalists and angels looking to invest?
A. Potential Market of $500 million or more, product or service with an advantage over competition, a workable plan to bring products of services to the market, a realistic business model, product or services that fulfills a need, proprietary product or service or product or services that will be far ahead of any competition, company’s growth rate greater than 25 percent, management team that has experience in this type and size deal, and an exit plan: IPO, sale of company, merger.

5. Q. How much information should I submit on a deal?
A. The first email should be a paragraph of essential information. If interested we will ask for more. Do not send a business plan unless we request it and only then email it to capital@bizfin.com.

6. Q. What if I submit a deal to Bizfin and I don’t get a response?
A. We receive many deals. Submit it again and note that you have submitted it and haven’t had a reply, or call us. We intend to respond to all submissions.

7. Q. When is it a good time to call Bizfin?
A. Office hours are 9 am to 5 pm EST. However, we prefer emails, as they provide Affiliates with a record. .

8. Q. Should I submit inventions?
A. No, unless there is a history of experienced management, substantial revenues, and a demand for the product. To accommodate inventors we have a section on our website where we will list inventions free.

9. Q. What is a typical deal?
A. Although deals with collateral and commercial real estate are the best, as an Affiliate, we value and trust your experienced judgment that a deal is worth our review. We discourage submissions of start-ups unless it is very unique.

10. Q. When a deal is accepted to be submitted to Bizfin sources, with whom does Bizfin make the fee agreement?
A. We must talk with the principals and then send them a fee agreement. A copy is sent to the Affiliate.

11. Q. Is it necessary for Bizfin to contact the deal principals who sign the fee agreement?
A. Yes. We also require the Affiliate to have earnest contact with the principals. An Affiliate who merely emails or calls in a name of a company to Bizfin that may need our services does not qualify to receive a referral fee. We want more than a name of a company.

12. Q. After a deal is submitted to Bizfin and a fee agreement is signed by the client, how is the Affiliate involved?
A. At this point, in most cases, the source to whom Bizfin has given the deal essentially takes over. Affiliates should keep in touch with the principals of the deal and with Bizfin.

13. Q. How will an Affiliate be compensated for submitting a deal to Bizfin?
A. The Affiliate will receive 50 % (fifty percent) of the fee Bizfin gets from the client or the source. However, if there is a daisy chain of Affiliates then the 50% Affiliate Fee will be shared equitably among the daisy chain.

14. Q. What if an Affiliate has a fee agreement with principals of the deal being referred? see question 23???
A. We require the Affiliate to fully disclose the terms of the fee agreement. We don't want a client to be unfairly charged for our services, even if the client agrees to the double fee. We want this resolved before we proceed with the client. Usually the fee can be worked out to everyone's advantage. We don't want to have a reputation of overcharging clients for our corporate finance services.

15. Q. Must an Affiliate have signed an Affiliate Agreement before submitting a deal to be paid a referral fee?
A. Yes. No fee will be paid unless the Affiliate Agreement is signed, received by Bizfin and predates the dates of the first referral submitted and acknowledged that it was received by Bizfin.

16. Q. When is the Affiliate paid?
A. Within ten days of Bizfin receiving the fee.

17. Q. How is the fee handled when there is more than one Affiliate involved?
A. If Affiliates can’t come to an agreement on how to divide the fee, Bizfin reserves the right to make a final decision on how the fee is shared and the total “fifty percent Affiliate fee” may be held by Bizfin until the Affiliates can come to an agreement. Constructive negotiations are often required to satisfy all parties.

18. Q. What is an example of when a fee may have to be shared?
A. Where two Affiliates are corresponding with principals on the same deal or where an Affiliate used relationships to help get a deal to the closing table or influence the deal to close. Each situation may be different.

19. Q. How customary is it for Affiliates to share fees?
A. It's common. We expect our Affiliates to work as a team in the best interest of our clients.

20. Q. What can an Affiliate do to protect the right to a fee?
A. Have a trail of emails with Bizfin, principals, and any Affiliates involved in the deal.

21. Q. What is some good advice on the subject of sharing fees?
A. Be reasonable, give and take, don’t rely on one deal to retire. Enjoy the many good relationships to come from being an Affiliate and know that reasonableness and professionalism will bring future business.

22. Q. Will Bizfin pay an Affiliate trailing fees on a deal?
A. Trailing fees are rare. If there are trailing fees we will pay them for only three years.

23. Q. What if an Affiliate has already arrived at a fee amount with a client before referring the deal to Bizfin?
A. We want to know about any fee agreements an Affiliate has with the principals of the client. We don’t’ want Affiliates taking fees from Bizfin and the client for the same work. We also want to see fairness in the amount of the fee charged.

24. Q. Will Bizfin pay a referral fee to an Affiliate if it is in violation of any law or SEC or FINRA (formerly NASD) regulation?
A. No.

25. Q. Are Affiliates employees of Bizfin?
A. No. Affiliates are on an agency basis and must pay their own expenses, taxes, medical, insurance, and all other expenses.

26. Q. Can an Affiliate agreement be cancelled by Bizfin?
A. Yes.

27. Q. What are some reasons for cancelling an Affiliate Agreement?
A. A change in the Bizfin model where we will send out a new agreement to our Affiliates. Dishonesty, lack of integrity, misinformation when applying to be an Affiliate and when submitting deals, an Affiliate circumventing Bizfin or another Affiliate to capture a fee. We expect an Affiliate to be faithful to our model and the other Affiliates. However, Bizfin may cancel the Affiliate Agreement for any reason.

28. Q. Is Bizfin a Broker-Dealer, Investment Advisor, Real Estate Broker, lawyer, mortgage broker, or Accountant?
A. No.

29. Q. To qualify for a referral fee can an Affiliate merely send deals to Bizfin without having corresponded with the principals and following up with Bizfin on the deal, and be considered the Affiliate of Record and get paid a referral fee if the deal closes?
A. For a deal to qualify for a referral fee the deal must be emailed to Bizfin and Bizfin must acknowledge receipt of the deal by Reply email, and the Affiliate must have had to be in contact with the principals of the deal in earnest. Simply emailing a name of a company needing Bizfin services is not sufficient to qualify to receive a referral fee. There must have been conversations, correspondence (email or otherwise) with the principals to be on Record to be paid a referral fee.

30. Q. Can Affiliates have Sub Affiliates?
A. Yes. The Affiliate then pays the Sub-Affiliate from his or her own proceeds.

31. Q. Must an Affiliate refer all deals to Bizfin?
A. No. An Affiliate may submit deals to anyone they desire. However, it is only good business for an Affiliate to let Bizfin know if the deal
has been submitted to other sources. We hope that the amount of fee we pay our Affiliates and the service we give them will encourage
them to refer deals to us.

31. Q. What advice can you give a new Affiliate to find deals?
A. Most deals originate with lawyers, accountants, bankers, investment bankers, business brokers, real estate developers, or commercial real estate brokers. Make a list of these people in your county and periodically mail or email them a write-up about the services we offer. We can help you with this. Giving a10% referral fee to a sub is typical to encourage them to continue to bring in referrals to you.

32. Q, Is it legal for an Affiliate to accept referral fees without a special license?
A. Every State is different. We do not check this. Affiliates should check this with their lawyers.

33. Q. Are these questions and answers part of the Affiliate Agreement?
A. No. The Affiliate Agreement supersedes all previous written and verbal Agreements between the Parties and any information that has been or is now posted on the Bizfin website.

34. Q. What resources does Bizfin rely on to support its Affiliate network?
A. http://www.bizfin.com/sources.htm We welcome suggestions to add others.

35. Q. Must an Affiliate refer a certain number of deals a year to remain an Affiliate?
A. We expect Affiliates to refer quality deals on a regular basis. We have no set amount of deals but we don't want to have Affiliates
who never refer deals to us. If we don't have any referrals from an Affiliate hear from over a certain period of time we will terminate the Affiliate Agreement.

36. Q. If an Affiliate Agreement is terminated for being inactive, can the Affiliate get reinstated?
A. Yes. We understand that an Affiliate can get busy in other business matters and then later decide to put more effort into being a more
active Affiliate or an Affiliate may retire and decide to be reinstated as an Affiliate and become more productive. We would have no
problem with this.

37. Q. Does Bizfin charge up-front fees or approve of up-front fees with promises of locating capital sources?
A. No.

The above questions and answers are for the Affiliate to become familiar with the Affiliate program and are not
part of the Affiliate Agreement. Nevertheless, before becoming an Affiliate it a good idea to read these questions
and answers. Please call us at 724-836-6827 if you should have any questions about the program.

___________________________________________________________________________

This Agreement, will be sent to the prospective Affiliate by U.S. Postal Services.

AFFILIATE AGREEMENT

This Affiliate Agreement is made as of [date] between Bizfin, LLC., hereinafter referred to as (“Bizfin”), with offices at 50 McLaughlin Drive, Greensburg, Pennsylvania, 15601, and [Name of Affiliate], hereinafter referred to as ("Affiliate"), with offices at [Address of Affiliate].

Whereas Bizfin has access to sources and deal flow along with having experience and training in corporate finance and investment banking, and [Name of Affiliate], as an Affiliate of Bizfin, wishes to submit prospective deals in need of certain corporate finance services that Bizfin offers, the Parties agree as follows:

1. Affiliate’s business relationship to Bizfin is that of an independent contractor. Affiliate is not an agent or employee of Bizfin and shall have no authority to bind Bizfin. The Parties to this Agreement are responsible for their own expenses, taxes, medical insurance, and all other expenses.

2. Affiliate agrees to maintain a high level of integrity and cooperate with Bizfin in connection with referred deals. Affiliate certifies to be over the age of twenty-one and legally permitted to refer deals. Affiliate avers to have never been found guilty of fraud, misrepresentation, stock manipulation, or other felonies. Affiliate avers not to be presently under investigation by SEC, NASD FINRA??, or other governmental office.

3. Bizfin shall pay Affiliate a referral fee of fifty percent (50%) of what Bizfin receives from the source to which Bizfin has referred a deal that closes within two years of being referred to Bizfin. A referral fee shall be payable within fifteen days after Bizfin receives its fee. Fees for referrals will not be paid to Affiliate where the deal was received previously by Bizfin through a source independent of the Affiliate. To qualify for a referral fee the deal must be emailed to Bizfin and Bizfin must acknowledge receipt of the deal by Reply email. If the Affiliate disputes Bizfin’s receipt of the information from another source prior to Affiliate’s referral, or if there is a daisy chain of sources claiming a portion of the fifty percent referral fee available to Affiliates, Bizfin will investigate it and make an equitable division, if any, of the fee and resolve all such disputes. Affiliate agrees that the decision of Bizfin will be final and binding on each Affiliate and may not be appealed or disputed in any other forum. Should Bizfin incur costs to collect fee from a source, proportional adjustments to fees for both Bizfin and Affiliates will be made to reflect the collection cost. If there are trailing fees from a source, Bizfin will pay trailing fees to Affiliate for only three years after the closing date of a deal. Bizfin will not pay a referral fee if it would be in violation of an SEC or FINRA (NASD) regulation or a violation of any other law. Claims for disputed fees must be received by Bizfin by Certified Mail, not later than 10 days after the referred deal has closed.

4. This Agreement constitutes the final, complete agreement of the Parties with respect to its subject matter. No changes, amendments or modifications of any of the terms or conditions of this Agreement shall be valid unless made by an instrument in writing signed by both Parties.

5. Under no circumstances will Bizfin be liable for indirect, incidental, consequential, special, or exemplary damages arising from any provision of this Agreement. Without limiting the foregoing, Bizfin’s aggregate liability arising with respect to this Agreement will not exceed the total fees paid or payable to Affiliate, under this Agreement. The Parties agree to hold each other harmless from all legal actions brought about by their own actions or inactions.

6. Affiliate understands that Bizfin holds no special licenses, including a securities dealer or real estate brokerage license. Affiliate has consulted with legal counsel before signing this Agreement to become an Affiliate and is of the opinion that being an Affiliate would not be in violation of any law in the Affiliate’s State.

7. This Agreement supersedes all previous written and verbal Agreements between the Parties and any information that has been or is now posted on the Bizfin website, including the Question and Answer information. This Agreement can be terminated by either Party, in writing, for any reason. If this Agreement is terminated, any fees earned prior to the termination are due in accordance with this Agreement. This Agreement is made in Westmoreland County, Pennsylvania.

8. This Agreement will be governed and construed in accordance with the laws of the State of Pennsylvania without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in Pennsylvania and further agree that any cause of action be brought in a court in Westmoreland County, Pennsylvania.

AGREED BY:

BIZFIN, LLC AFFILIATE

_____________________________ _________________________________
Robert T. Koveleskie, President [NAME OF AFFILIATE]