Funding/Financing Referral/Placement Agency Agreement

October 6, 2009 Russell K. Boyd Chairman, CEO 501 Trophy Lake Drive Ste, 314 PMB 106, Trophy Club, Texas, 76262 www.INTREorg.com Re: Funding/Financing Referral/Placement Agency Agreement Dear Russell, This Funding/financing referral/ Placement Agency Agreement (this "Agreement") will confirm that INTREorg Systems, Inc. (the "Company") hereby engages Europa Securities, LLC ("Europa"), to act as its exclusive referral/placement agent, on a commercially reasonable, best-efforts basis, to provide certain Services (as defined below) to the Company in accordance with the terms and conditions set forth herein; and Europa hereby agrees to provide such Services on a commercially reasonable, best-efforts basis to the Company in accordance with such terms and conditions. Europa makes no assurances that the provision of the Services hereunder will be successful. Now, therefore, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: For the purposes of this Agreement, the term "Services" shall include efforts to obtain capital for the Company or any of its Projects, or otherwise arrange for the Company to receive capital on terms and conditions acceptable to the Company, through any legal means, whether equity, debt or any combination thereof, etc (collectively, a "Financing") For the purposes of this Agreement, an Accredited Investor, as such term is defined in Rule 501 of Regulation D, shall be considered to have been "introduced to the Company by or through Europa" if the Accredited Investor was introduced to the Company either directly or indirectly by Europa, its agents or employees, (a "Europa Investor"). Nothing contained in this Agreement shall be construed as an offer by Europa or any of its affiliates to extend credit. In addition, Europa does not provide legal, tax or accounting services and does not render such advice. The "Term" of this Agreement shall extend from the date this Agreement is fully executed and shall continue until delivery of written notice by the Company to Europa to terminate this agreement at any time with or without cause (the "Termination Date"), provided, however, that the termination of this Agreement shall not in any way limit, modify, or otherwise affect the rights of Europa to: (i) receive its entire compensation pursuant to the terms of this Agreement in connection with a Financing involving the Company during the Term of this Agreement or subsequent to the termination or expiration of this Agreement, (ii) The Company, its agents, heirs, assignees and successors agree that there can be no direct contact between the Company, its agents and the source of potential financing without the written authorization or consent of the Agent. Said provision shall remain in effect for Five years from effective date or last closing and include 1

all third party persons or companies for financing/funding. An introduction will be viewed as formally made by means of facsimile, email, United States Postal Service, phone, conference call or hand delivered letter to the Company. Any funding source introduced by the company itself, is excluded. Expiration of this Agreement and (iii) is protected by the indemnification rights, waivers and other provisions of this Agreement. The Company will authorize distribution or provide comments to Europa within five business days after receiving such material. In consideration of the performance of the Services pursuant to this Agreement, the Company shall compensate Europa as follows: Upon the execution of this Agreement, the Company will pay to Europa a fee of $10,000, of which $5,000 is payable within two (2) business days after the signing of this Agreement by the Company and the balance at the first closing of any financing. Said funds will be used to defray the cost of performing initial Due Diligence, travel and background checks in conformity with the rules of the Financial Industry Regulatory Authority ("FINRA"). Upon the closing of a Financing on any terms accepted by the Company with a Europa Investor, the Company shall pay fees to Europa from escrow at closing following the actual transfer of Consideration (as defined herein) to the Company, its stockholders, affiliates or subsidiaries. These fees shall consist of the following: A. In the case of equity, a cash fee equal to eight percent (8.0%) of the aggregate Consideration received by the Company, its stockholders, affiliates or subsidiaries from said investors relative to a Financing referred to in this Section plus a two (2) percent non-accountable expense allowance. In addition, the Company shall issue to Europa common stock of the company equal to ten percent (10.0%) of the gross dollars number raised for the Company at a price of 110% of the five day volume weigh average bid price (VWAP) per share before said transaction is announced Europa may assign any or all of its rights to affiliates. If all or part of the Financing is in the form of a note that is convertible into equity, the Company shall pay fees on the portion of the Consideration that meets these criteria in accordance with the above Section of this Agreement. B. If all or part of the Financing for a particular Company Project is in the form of non-convertible debt or equity, (i.e.) (merger or acquisition, transaction, etc then the cash fee shall be five per cent (5.0%). In addition, the Company shall issue to Europa common stock equal to eight and an half (8.50%) of the gross amount raised for the company at the five day (VWAP) or at $1 ashare which every is closer to $1.00 before said transaction is announced. Europa may assign any or all of its rights to affiliates. Subsequent Transactions Tail. During the Term of this Agreement, minimum of three years and for a period of Sixty (60) months after the termination or expiration of this Agreement, if the Company consummates a Financing with any Europa Investor then the Company shall pay to Europa all fees and expenses provided hereunder. 2

Fees and expenses due Europa hereunder shall be earned and paid out of the funds received at the closing of a Financing. Europa and/or its affiliates may be Europa Investors in the Financing. During the Term of this Agreement and subject to The Company's prior written approval which may be reasonably withheld, Europa reserves the right to have selected dealers ("Selected Dealers") in good standing with the Financial Industry Regulatory Authority ("FINRA") participate in the Financing, specifically for the purposes of assisting the Company in finding qualified Europa Investors for the Financing. Such Selected Dealers shall be compensated by Europa. For the purposes of this Agreement, "Security" or "Securities" shall mean: (i) any stock or other security or ownership interest of the Company of the class, series and with the same terms as is issued in connection with a Financing, as the case may be, or (ii) if no such stock, security or ownership interest is issued in connection with a Financing, the existing common stock or unit of ownership interest of the Company. For the purposes of this Agreement, "Consideration" shall mean the aggregate amount of all cash, plus the fair market value of all securities, other property, goods, services, use of premises or personnel or other items of value, received by the Company, its agents, employees, stockholders, affiliates, and subsidiaries, in connection with a Financing, as the case may be, of any nature, arising from Europa's rendering of the Services hereunder. For the purposes of this Agreement: (i) the fair market value of any share or unit of any stock or other security in which a public market exists shall be based at the average of the last sales price for such securities on the five (5) trading days prior to the date of closing of such Financing, or on the Closing price on the date of the closing of the financing, whichever is higher, as the case may be; (ii) the fair market value of any share or unit of any stock or other security in which no public market exists and of all other property shall be the value as agreed to by the parties or as determined by an independent appraiser chosen by the parties hereto; and (iii) the fair market value of any services, use of premises or personnel received in exchange for stock or other security shall be the fair market value of such stock or securities determined in accordance with the foregoing clauses (i) and (ii). Notwithstanding the foregoing, to the extent the Consideration offered in a transaction is other than cash, the Company shall determine, in good faith, whether it will accept such non-cash Consideration as part of the Financing. If such non-cash Consideration are excluded from the Financing, Europa will be entitled to any fees on such excluded non-cash Consideration. Europa's fee in connection with a Financing shall be based upon the percentages provided above of the aggregate Consideration, before any deductions, including, but not limited to fees, deposits, transaction expenses, reserves, insurance or other amounts withheld or paid by the investor or party providing the funds in such Financing. Consideration relative to a Financing shall be deemed to include total value of equity or debt Securities sold directly or indirectly, in connection with a Financing, including proceeds received by the Company, its stockholders, affiliates or subsidiaries upon exercise of options, warrants and/or similar securities (collectively, the "Options"), and any amounts paid into escrow and any amounts payable in the future at such time as the money is paid to the Company. If the Consideration received by the Company, its stockholders, affiliates or subsidiaries in connection with a Financing is to be paid in whole or in part through installment payments, Europa's fee shall be paid when funds are received by the Company. To the extent such future payments relative to either a Financing are not currently ascertainable or relate 3

to the exercise of Options, the portion of Europa's fee relating thereto shall be calculated and paid when and as such contingent payments are made or when such Options are exercised and the company receives money from such exercise. If the Consideration received by the Company, its stockholders, affiliates or subsidiaries in connection with a Financing, as the case may be, is paid in whole or in part in the form of securities or other non-cash Consideration, such Consideration shall be valued at the fair market value thereof on the day prior to the date of closing of such Financing (or later date on which a contingent payment is made), as the Company and Europa shall agree; provided, however, that if such Consideration consists of securities with an existing trading market, such securities shall be valued at the average of the last sales price for such securities on the five (5) trading days prior to the date of closing of such Financing, as the case may be, (or later date on which a contingent payment is made). Representations and Warranties of the Company. The Company understands and agrees that Europa will be relying upon the same representations and warranties required by and given to Europa Investors in connection with any Financing. Accordingly, the Company agrees that, as a condition to closing of any Financing with Europa Investors that are introduced to the Company by or through Europa, the Company will make customary representations and warranties to Europa Investors and will confirm in writing to Europa that Europa may rely on such representations and warranties in connection with any such Financing. Specifically, the Company represents and warrants to Europa as follows: Securities Law Compliance. The Offering Documents conform in all material respects with the requirements of Section 4(2) of the Securities Act and Regulation D promulgated hereunder and with the requirements of all other published rules and regulations of the Securities and Exchange Commission (the "Commission") currently in effect relating to "private offerings" to "accredited investors." The Offering Documents, when read together as of their respective dates, will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Termination Date or other termination of this Agreement any event shall occur as a result of which it might become necessary to amend or supplement the Offering Documents so that they do not include any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then existing, not misleading, the Company will promptly notify Europa and will supply Europa with amendments or supplements correcting such statement or omission. The Company will also provide Europa for delivery to all offered and purchasers and their representatives, if any, any information, documents and instruments which Europa deems necessary to comply with applicable state and federal law. Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of incorporation and has all requisite corporate power and authority to own and lease its properties, to carry on its business as currently conducted and as proposed to be conducted, to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement, and is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the 4

conduct of its business or ownership or leasing of its properties requires it to be so qualified, except where the failure to be so qualified would not have a material adverse effect on the business, financial condition or prospects of the Company. Capitalization. The authorized, issued and outstanding capital stock of the Company prior to the consummation of the transactions contemplated hereby is as set forth in the Offering Documents. All issued and outstanding shares of the Company are validly issued, fully paid and non-assessable and have not been issued in violation of the preemptive rights of any shareholder of the Company. All prior sales of securities of the Company were either registered under the Securities Act and applicable state securities laws or exempt from such registration. Warrants, Preemptive Rights, etc. Except for the Investor Warrants and the Financing Warrants to purchase shares of Common Stock to be issued to Europa or its designees in consideration for acting as Placement Agents hereunder, and except as disclosed in the Offering Documents, there are not any outstanding warrants, options, agreements, convertible securities, preemptive rights to subscribe for or other commitments pursuant to which the Company is, or may become, obligated to issue any shares of its capital stock or other securities of the Company and the Offering will not cause any anti-dilution adjustments to such securities or commitments. Subsidiaries and Investments. Except as stated in the Offering Documents, the Company has no subsidiaries and the Company does not own, directly or indirectly, any capital stock or other equity ownership or proprietary interests in any other corporation, company, association, trust, partnership, joint venture or other entity. Financial Statements. The financial information contained in the Offering Documents will be accurate in all material respects (such financial statements included as part of the Offering Documents is hereinafter referred to collectively as the "Financial Statements"). The Financial Statements have been prepared in conformity with generally accepted accounting principles consistently applied and show all material liabilities, absolute or contingent, of the Company required to be recorded thereon and present fairly the financial position and results of operations of the Company as of the dates and for the periods indicated, except that interim financial data shall be subject to normal year-end adjustments consistent with past practice. National Security Legislation. Neither the sale of the Securities hereunder nor the Company's use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, neither the Company nor any of its subsidiaries (a) is a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) engages in any dealings or transactions, or be otherwise associated, with any such person. The Company and its 5

subsidiaries are in compliance with the USA Patriot Act of 2001 (signed into law October 26, 2001). Absence of Changes. Except as set forth in the Offering Documents, the Company has not incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, or entered into any transaction not in the ordinary course of business, which is material to the business of the Company, and there has not been any change in the capital stock of, or any incurrence of long term debt by, the Company, or any issuance of options, warrants or other rights to purchase the capital stock of the Company, or any adverse change or any development involving, so far as the Company can now reasonably foresee, a prospective adverse change in the condition (financial or otherwise), net worth, results of operations, business, key personnel or properties which would be material to the business or financial condition of the Company, and the Company has not become a party to, and neither the business nor the property of the Company has become the subject of, any litigation which if adversely determined would have a material adverse affect, whether or not in the ordinary course of business. Title. Except as set forth in the Private Placement Memorandum, the Company has good and marketable title to all properties and assets owned by it, free and clear of all liens, charges, encumbrances or restrictions, except such as are not materially significant or important in relation to the Company's business; all of the material leases and subleases under which the Company is the lessor or sublessor of properties or assets or under which the Company holds properties or assets as lessee or sub lessee are in full force and effect, and the Company is not in default in any material respect with respect to any of the terms or provisions of any of such leases or subleases, and no material claim has been asserted by anyone adverse to rights of the Company as lessor, sublessor, lessee or sub lessee under any of the leases or subleases mentioned above, or affecting or questioning the right of the Company to continued possession of the leased or subleased premises or assets under any such lease or sublease. The Company owns or leases all such properties as are necessary to its operations as now conducted and to be conducted, as presently planned. Patents, Trademarks, etc. The Company licenses, owns or possesses adequate and enforceable rights to use all patents, patent applications, trademarks, service marks, copyrights, trade secrets, processes, formulations, technology or know-how used or proposed to be used in the conduct of its business as described in the Offering Documents (collectively, "Proprietary Rights"). The Company has not received any notice of any claims, nor does it have any knowledge of any threatened claims, and knows of no facts which could form the basis of any claim, asserted by any person to the effect that the sale or use of any product or service now used or offered by the Company or proposed to be used or offered by the Company infringes on any patents or infringes upon the use of any such Proprietary Rights of another person and, to the best of the Company's knowledge, no others have infringed the Proprietary Rights. Software. The Company licenses all of the software used in connection with the Company's products. The current software licensed by the Company (the "Software") is, to the knowledge of the Company, original and capable of copyright protection in the United States, and the Company has exclusive licensed rights to such Software, including possession of, or ready access to, the source code for such Software in its most recent version. No part of any such Software is, to the knowledge of the Company, an imitation or copy of, or infringes upon, the software of any other 6

person or entity, or violates or infringes upon any common law or statutory rights of any other person or entity, including, without limitation, rights relating to defamation, contractual rights, copyrights, trade secrets, and rights of privacy or publicity. The Company has not sold, assigned, licensed, distributed or in any other way disposed of or encumbered the Software, other than in the ordinary course of its business. The Software, to the extent any part of it is licensed from any third-party licensor or constitutes "off-the-shelf" software, is held by the Company legitimately. The Company warrants that, to the best of the Company's knowledge, the Software is free from any significant software defect or programming or documentation error, operates and runs in a reasonable and efficient business manner, and conforms to its stated specifications. The Company has no knowledge of the existence of any bugs or viruses with respect to the Software which would have a material adverse effect on the condition (financial or otherwise), earnings, operations, business or business prospects of the Company. Litigation. There is no material action, suit, investigation, customer complaint, claim or proceeding at law or in equity by or before any arbitrator, governmental instrumentality or other agency now pending or, to the knowledge of the Company, threatened against the Company (or basis therefore known to the Company), the adverse outcome of which could materially adversely affect the Company's business. The Company is not subject to any judgment, order, writ, injunction or decree of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which could materially adversely affect the Company's business or prospects. No defaults; No contravention. The Company is not in violation of or default under, nor will the execution and delivery of this Agreement or any of the Offering Documents or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under, (i) its Certificate of Incorporation or its Bylaws, (ii) any indenture, mortgage, deed of trust, material contract, material purchase order or other material agreement or instrument to which the Company is a party or by which it or its property is bound or affected or (iii) with respect to any material order, writ, injunction or decree of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and there exists no condition, event or act which constitutes, nor which after notice, the lapse of time or both, could constitute a default under any of the foregoing, which in either case would have a material adverse effect on the business of the Company. Taxes. The Company has filed all federal, state, local and foreign tax returns which are required to be filed by it and all such returns are true and correct in all material respects. The Company has paid all taxes pursuant to such returns or pursuant to any assessments received by it or which it is obligated to withhold from amounts owing to any employee, creditor or third party. The Company has properly accrued all taxes required to be accrued. The tax returns of the Company are not currently being audited by any state, local or federal authorities. The Company has not waived any statute of limitations 7

with respect to taxes or agreed to any extension of time with respect to any tax assessment or deficiency. Compliance with Laws; Licenses, etc. The Company has not received notice of any violation of or noncompliance with any federal, state, local or foreign laws, ordinances, regulations and orders applicable to its business which has not been cured, the violation of, or noncompliance with which, would have a materially adverse effect on the business or operations of the Company. The Company has all licenses and permits and other governmental certificates, authorizations and approvals (collectively, "Licenses") required by every federal, state and local government or regulatory body for the operation of its business as currently conducted and the use of its properties, except where the failure to be licensed would not have a material adverse effect on the business of the Company. The Licenses are in full force and effect and no violations are or have been recorded in respect of any License and no proceeding is pending or, to the knowledge of the Company, threatened to revoke or limit any thereof. Authorization of Agreement. This Agreement has been duly executed and delivered by the Company and the execution, delivery and performance by the Company of this Agreement and the Subscription Agreement and other Offering Documents have been duly authorized by all requisite corporate action by the Company and constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms. Authorization of Securities. The issuance, sale and delivery of the Securities, the Investor Warrants and the Financing Warrants have been duly authorized by all requisite corporate action of the Company and, when so issued, paid for and delivered, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or any other similar rights of the shareholders of the Company or others which rights shall not have been waived prior to the Closing. Authorization of Reserved Shares. The issuance, sale and delivery by the Company of the shares of Common Stock reserved for issuance upon exercise of the Investor Warrants and Financing Warrants (the "Reserved Shares") have been duly authorized by all requisite corporate action of the Company. The Reserved Shares have been duly reserved for issuance upon exercise of the Investor Warrants and Agent's Warrants and when so issued, sold, paid for and delivered, the Reserved Shares will be validly issued and outstanding, fully paid and non-assessable, and not subject to preemptive or any other similar rights of the shareholders of the Company or others which rights shall not have been waived prior to the Closing. Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and the other Offering Documents and (ii) that Europa has complied in all material respects with the provisions of Rule 502(c) of Regulation D promulgated under the Securities Act, the offer and sale of the Securities pursuant to the terms of this Agreement are exempt from