Paul
Mathieson Professional Consulting Contract - September 30TH, 2014


 


I. Parties


 


The
parties to this Professional Consulting Contract (the “Agreement”)
are Investment Evolution Global Corporation, a Delaware corporation (“IEGC”),
and Paul Mathieson, an individual (“Professional
Consultant”).


 


II. Recitals


 


IEGC
desires to nationally expand Investment Evolution Corporation, dba Mr. Amazing Loans chartered commercial Consumer Installment
Loan Company (the “Consumer Installment Loan Company”) and IEGC
desires to hire Professional Consultant to assist IEGC in managing the Consumer Installment Loan Company and also conducting global
services on lEGC’s behalf for IEG Holdings Corporation.


 


IEGC
shall designate certain individuals to serve as organizers of the Consumer Installment Loan Company
(“Organizers”).


 


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 IEGC and IEG 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 IEGC and to the satisfaction of IEGC. In addition IEGC provides services to IEG Holdings Corporation (its Florida
parent corporation) under a formal agreement. The Professional Consultant agrees to assist in the provision of these services
as per this agreement. Professional Consultant agrees to devote such time as is reasonably required for the performance of the
Consulting Services the hiring and compensation of Consumer Installment Loan Company personnel as requested by IEGC, (vi) interaction
with third party service providers and vendors (such as data processors and insurers) and, (vii) as requested by IEGC, 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 IEGC,
and if and when designated by IEGC, the Organizers or the proposed Board of Directors 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 IEGC concerning
the progress of the Consumer Installment Loan Company’s and IEGC’s regulatory applications and any other material
matter concerning IEGC 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 IEGC or, if
and when designated by IEGC, the Organizers or the proposed Board of Directors 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 commenced as of January 1st, 2014 (“Commencement
Date”) and shall continue for a period or not less than One (1) Year 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.
IEGC shall pay Professional Consultant a sum of Three Hundred Thousand US Dollars ($300,000) annually plus Health Insurance
with a bonus of One Million US dollars ($1,000,000) payable no later than September 30th, 2014 for Consulting Services
performed pursuant to this Agreement between January 1st, 2014 and September 30th, 2014. Beginning October
1st, 2014, IEGC shall pay Consultant and Professional Employee a sum of One Million US Dollars ($1,000,000) annually
plus Health Insurance with a discretionary bonus to be determined by the IEG Holdings Corporation Board on December 31st,
2015 for Consulting Services performed pursuant to this Agreement. Fees shall be paid monthly in advance based on the Commencement
Date and any other month in which Professional Consultant’s consulting fee changes pursuant to this Agreement. All fees
are subject to termination as described in Section III.G of this Agreement. Professional Consultant shall also receive reimbursement
for all reasonable and customary expenses incurred for the benefit of the Consumer Installment Loan Company, including but not
limited to travel expenses, hotel expenses, communication, protection and entertainment expenses.


 


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


 


F.
Ownership of Efforts and Records. IEGC 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.


 




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G. Confidential
Information. Without the prior written permission of IEGC 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 IEGC or the Consumer Installment Loan Company and (ii) relates to (a) IEGC’s or the
Consumer Installment Loan Company’s regulatory applications and related documents, (b) the business of IEGC, (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 IEGC 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 IEGC or the Consumer
Installment Loan Company, as the case may be.


 


H.
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.


 




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5. Entire
Agreement. Except as provided herein, this Agreement is the entire agreement between the parties, and hereby supercedes
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.


 


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 IEGC, to:


Investment
Evolution Global 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.


 




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


 


	 	Investment
    Evolution corporation
	 	 	 
	 	By:	/s/
    Carla Cholewinski
	 	 	Carla
    Cholewinski


 


	 	Professional
    Consultant
	 	 
	 	/s/
    Paul Mathieson
	 	Paul
    Mathieson


 




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