Date ________________ Broker Fax: _____________________


Broker Name                                   "Broker"
Broker Address
Broker City, State, Zip


Barclay Associates            "Consultant"
On or about (Date) the Broker named above brought

==== (Client Name) ====                 hereinafter know as     "Client"
to Consultant as a prospect for financing. The lender funding for the Client must occur within one year after the above date. In consideration of broker's services, Consultant, either directly or through the funder, agrees to pay you    ___ % of any contingency fees which might accrue as a result of Broker referring Client to Consultant.
     Consultant will pay the above percentage of any contingency fee to Broker within 7 days after the close
of the transaction and the performance fee is paid out by the lender. Broker will be entitled to the same percentage of any future fees paid out regarding this Client, provided that the original closing occurs within one year after the above date. Unless Consultant receives written notice to the contrary within 48 hours, Consultant will assume that Broker accepts all of the terms of this referral fee guarantee.

BARCLAY ASSOCIATES


______SAMPLE ______________

Date: _______________

PLEASE RETAIN THIS REFERRAL FEE GUARANTEE FOR YOUR RECORDS