Paul
Mathieson Professional Consulting Contract – January 1st, 2017


 


	I.	Parties



 


The
parties to this Professional Consulting Contract (the “Agreement”) are Investment Evolution Corporation, dba
Mr. Amazing Loans chartered commercial Consumer Installment Loan Company (the “Consumer Installment Loan Company”),
and Paul Mathieson, an individual (“Professional Consultant”).


 


	II.	Recitals



 


The
Consumer Installment Loan Company is a wholly owned subsidiary of IEG Holdings Corporation (“IEGH”).


 


IEGH
desires to nationally expand the Consumer Installment Loan Company and the Consumer Installment Loan Company desires to hire Professional
Consultant to assist IEGH in managing the Consumer Installment Loan Company and also conducting global shareholder services on
IEGH’s behalf.


 


Professional
Consultant possesses experience and talents in the management field that will be useful to the Consumer Installment Loan Company
in the conduct of its Consumer Installment Loan Company enterprise (the “Business”).


 


	III.	Terms
                                         of Agreement



 


A.Engagement.
Upon the terms and conditions set forth in this Agreement, the Consumer Installment Loan Company engages Professional Consultant
and Professional Consultant agrees to provide services to IEGH and IEC Consumer Installment Loan Company as described herein.


 


B.Duties
of Professional Consultant/Minimum Professional Qualification. Professional Consultant agrees to provide regulatory and management
consulting services (“Consulting Services”) as requested by IEGH and/or the Consumer Installment Loan Company
and to the satisfaction of IEGH and the Consumer Installment Loan Company, including but not limited to the hiring and compensation
of Consumer Installment Loan Company personnel as requested by IEGH, interaction with third party service providers and vendors
(such as data processors and insurers) and, as requested by IEGH, other activities that are designed to assist the Consumer Installment
Loan Company in conducting business. The parties agree that all Consulting Services shall be performed solely and exclusively
by Professional Consultant. Professional Consultant will communicate with IEGH, and if and when designated by IEGH, the
management of the Consumer Installment Loan Company, as frequently as is necessary verbally, in person, by e-mail, by mail, and/or
by telephone to the satisfaction of IEGH concerning the progress of the Consumer Installment Loan Company’s and IEGH’s
regulatory applications and any other material matter concerning IEGH or the organization or Business of the Consumer Installment
Loan Company. Professional Consultant will perform such other duties reasonably related to the foregoing duties as are assigned
to Professional Consultant by IEGH or, if and when designated by IEGH, the management of the Consumer Installment Loan Company.
Professional Consultant agrees that, to the best of his ability and experience, he will at all times loyally and conscientiously
perform all of the duties and obligations either expressly or implicitly required of him by the terms of this Agreement. Professional
Consultant will perform the Consulting Services with reasonable diligence, in a professional and workmanlike manner, consistent
with the generally accepted standards in the industry, and in compliance with all applicable laws, rules, and regulations.


 




    	 	 	 



    	 



    


 


C.Commencement
Date. The term of this Agreement will commence as of January 1st, 2017 (“Commencement Date”),
shall continue for a period or not less than One (1) Year, and shall renew automatically for One (1) Year on December 31st
every year thereafter unless written notice of termination is provided 30 days prior to the automatic renewal date. The
parties agree that Professional Consultant shall commence work under this Agreement on the Commencement Date.


 


D.Compensation.
IEGH shall pay Professional Consultant a sum of One US Dollar ($1) annually plus Health Insurance with a discretionary bonus to
be determined by the IEGH Board on December 31st, 2017 for Consulting Services performed pursuant to this Agreement.
Fees shall be paid on December 31st, 2017. Professional Consultant shall also receive reimbursement for all reasonable
expenses incurred for the benefit of the Consumer Installment Loan Company, including but not limited to travel expenses for him
and his entourage, hotel expenses, communication, protection, relocation and entertainment expenses.


 


E.Time.
Professional Consultant shall be required to devote such time as is necessary to the performance of the Consulting Services.


 


G.Ownership
of Efforts and Records. IEGH shall own the results of and the programs, materials, and ideas generated through Professional
Consultant’s efforts undertaken pursuant to this Agreement, and such results, programs, materials, and ideas shall be deemed
to be “work for hire” without any further consideration paid to Professional Consultant. All records of the Consumer
Installment Loan Company’s regulatory applications and related documents, accounts of possible customers, and any other
records and books relating in any manner whatsoever to the possible customers of the Consumer Installment Loan Company, whether
prepared by Professional Consultant or otherwise coming into his possession, shall be the exclusive property of Consumer Installment
Loan Company regardless of who actually created or originated the original book or record. All such books and records shall be
immediately returned to the Consumer Installment Loan Company by Professional Consultant upon the termination of this Agreement.


 


H.Confidential
Information. Without the prior written permission of IEGH in each case, Professional Consultant shall not publish, disclose,
or make available to any other person or to any firm, organization, association, or other for-profit or non-profit enterprise,
either prior to or during the term, or after the termination, of this Agreement, any information, data, processes, procedures,
methods, documentation, records, drawings, designs, specifications, test results, evaluations, and know-how, in any form and whether
or not marked or labeled as being confidential or proprietary, that (i) Professional Consultant may obtain or create due to Professional
Consultant’s relationship with IEGH or the Consumer Installment Loan Company and (ii) relates to (a) IEGH’s or the
Consumer Installment Loan Company’s regulatory applications and related documents, (b) the business of IEGH, (c) the Business
of the Consumer Installment Loan Company, or (d) the business of any actual or possible customer, service provider, or vendor
of either of them (“Confidential Information”); provided, however, Professional Consultant may use Confidential
Information for the benefit of IEGH or the Consumer Installment Loan Company in connection with providing Consulting Services
under this Agreement. Professional Consultant shall take reasonable measures to protect Confidential Information from unauthorized
access, use and disclosure. Prior to or at the termination of this Agreement, Professional Consultant shall return all documents,
files, notes, writings, and other tangible evidence of Confidential Information to IEGH or the Consumer Installment Loan Company,
as the case may be.


 




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I.Miscellaneous.


 


1.Assignment
and Modification. This Agreement and the rights and duties hereunder may not be assigned by any party hereto without the prior
written consent of the other and the parties expressly agree that any attempt to assign the rights of any party hereunder without
such consent will be null and void.


 


2.Further
Assurance. From time to time each party will execute and deliver such further instruments and will take such other action
as any other party reasonably may request in order to discharge and perform their obligations and agreements hereunder.


 


3.Form
of Documents. All instruments, certificates, and other documents to be executed and delivered under this Agreement by any
party to the other party shall be in a form satisfactory to the other party.


 


4.Successors.
This Agreement shall be binding upon, and shall inure to the benefit of, the successors and assigns of the parties.


 


5.Entire
Agreement. Except as provided herein, this Agreement is the entire agreement between the parties, and hereby supersedes any
and all prior written or oral negotiations, and representations, understandings, or agreements between the parties.


 


6.Governing
Law. This Agreement shall be construed in accordance with Nevada law without regard for conflicts of laws principles.


 


7.Executed
Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute a single
agreement and each of which shall be an original for all purposes.


 




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8.Section
Headings. The various section headings are inserted for convenience of reference only, and shall not affect the meaning or
interpretation of this Agreement or any section thereof.


 


9.Calendar
Days; Close of Business. Unless the context otherwise requires, all periods terminating on a given day, period of days, or
date shall terminate on the close of business on that day or date and references to “days” shall refer to calendar
days.


 


10.Notices.
All notices, requests, and other communications to any party hereunder shall be in writing (including electronic mail (“e-mail”)
transmission) and shall be given:


 


	 	If
    to IEGH, to:	 
	 	 	 
	 	 	IEG
    Holdings Corporation
	 	 	P.O.
    30698
	 	 	Las
    Vegas, Nevada 89173
	 	 	(702)
    227-5626


 


or
such other address as such party may hereafter specify for this purpose by notice to the other party hereto. All such notices,
requests, and other communications shall be deemed effective on the date sent.


 


11.Severability.
In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any
court of competent jurisdiction, the validity and enforceability of the remaining provisions or portions thereof, shall not be
affected thereby.


 


12.Arbitration.
Any controversy or claim arising out of or relating to this Consulting Agreement or the breach thereof, shall be settled by arbitration
in the County of Clark, State of Nevada, in accordance with the Commercial Arbitration Rules of the American Arbitration Association,
and a judgment upon the award rendered may be entered is any court having jurisdiction thereof.


 


K.When
Agreement Effective. This Agreement becomes effective as of the Commencement Date.


 


	 	Investment
    Evolution Corporation
	 	 	 
	 	By:	/s/
    Carla Cholewinski
	 	Name:	Carla
    Cholewinski
	 	Title:	Chief
    Operating Officer
	 	 	 
	 	Professional Consultant
	 	 	 
	 	/s/ Paul Mathieson
	 	Paul Mathieson


 




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