Professional
employee Contract


 


I.
Parties


 


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


 


II.
Recitals


 


IEGC
desires to form and 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 Employee to assist IEGC in forming the Consumer Installment Loan Company and also conducting
services on IEGC’s behalf for IEG Holdings Limited.


 


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


 


Professional
Employee 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 Companying 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 Employee and Professional Employee agrees to provide services to IEGC and
IEC Consumer Installment Loan Company as described herein.


 


B. Duties
of Professional Employee/Minimum Professional Qualification Professional Employee 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 Limited (its Australian
parent company) under a formal agreement. The Professional Employee agrees to assist in the provision of these services as
per this agreement. Professional Employee 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 commencing business
as soon as possible. The parties agree that all Consulting Services shall be performed solely and exclusively by Consultant
and Professional Employee. Consultant and Professional Employee 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. Consultant and Professional
Employee will perform such other duties reasonably related to the foregoing duties as are assigned to Consultant and
Professional Employee by IEGC or, if and when designated by IEGC, the Organizers or the proposed Board of Directors of the
Consumer Installment Loan Company. Consultant and Professional Employee 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. Consultant and Professional Employee 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 shall commence as of 22 February
2012 (“Commencement Date”) and shall continue for a period
or not less than Three (3) months and shall renew automatically every Sixty (60) days unless written notice of termination is
provided 10 days prior to the automatic renewal date. The parties agree that Consultant and Professional Employee shall commence
work under this Agreement on the Commencement Date.


 


D.
Compensation. IEGC shall pay Consultant and Professional Employee a monthly
consulting fee of $83,333.33 US$ for Consulting Services performed pursuant to this Agreement of 22 February 2012. Fees shall
be prorated on a daily basis for the first month based on the Commencement Date and any other month in which Consultant and Professional
Employee’s consulting fee changes pursuant to this Agreement. All fees are subject to termination as described in Section
III.G of this Agreement. Consultant and Professional Employee 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, and entertainment expenses.


 


E.
Time. Consultant and Professional Employee 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 Consultant and Professional Employee’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 Employee. 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 Employee 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 Employee
upon the termination of this Agreement.


 






    	- 2 -



    	 



    

 


G.
Confidential Information. Without the prior written permission of IEGC in
each case, Professional Employee 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 Employee may obtain or create due to Professional Employee’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 Employee may use Confidential Information for the
benefit of IEGC or the Consumer Installment Loan Company in connection with providing Consulting Services under this Agreement.
Consultant and Professional Employee shall take reasonable measures to protect Confidential Information from unauthorized access,
use and disclosure. Prior to or at the termination of this Agreement, Professional Employee 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.


 


I.
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 supercedes any and all prior written or oral negotiations, and representations, understandings,
or agreements between the parties.


 






    	- 3 -



    	 



    

 


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.


 


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


 






    	- 4 -



    	 



    

 


	 	INVESTMENT EVOLUTION CORPORATION
	 	 	 
	 	By:	/s/
    Carla Cholewinski
	 	 	Carla
    Cholewinski
	 	 	 
	 	EMPLOYEE
	 	 
	 	/s/
    Paul Mathieson
	 	Paul Mathieson


 






    	- 5 -