NON-DISCLOSUREAND

NON-CIRCUMVENTIONAGREEMENT

This agreement is made as of ,2009 (effective date) by

and between . Seller And or any associate, affiliate or entity or
person affiliated with Seller’s Adress ,

And any current partners or contacts which may be future partners or entities, and all
Employees giving an office at (Client).

CONDITIONS OF NON-DISCLOSURE:

1. The information may include, for example, banks, commercial lenders,

private Lenders, servicing companies, buyers, national and/or
international organizations and institutions but is not limited to these
contacts.

2. The parties shall designate or mark the proprietary nature of its

Proprietary Information as "Confidential" or in some other appropriate
manner, so that the other party is aware that its receipt is governed by
the terms of this Agreement. In the event of verbal disclosures, each
party should promptly inform the other party if such disclosure is
confidential. In addition, all program materials, tapes and commercial
lenders, companies, contacts disclosed are considered Proprietary .

3. The parties' representatives for disclosing and receiving Proprietary

Information are designated below. Said representatives shall make all
arrangement and be informed of all communications relating to this
agreement.

4. Each party shall exercise reasonable care to prevent disclosure of the

party's Propriety Information to any third party, except as may be
authorized in writing by the other party. Internal dissemination of
Propriety Information shall be limited to those employees whose duties
justify their need to know such information and then only on the basis
of a clear understanding by these employees of their Obligation to
maintain such information and to restrict the use of such information
solely to the use granted to the other party under this agreement.

CONDITIONS OF NON-CIRCUMVENTlON:

1 This is to reaffirm that each of the named parties as individuals and as

duly authorized officers of the named corporations, separately and
individually, hereby agree to keep confidential the names, banks, trusts,
lenders, contacts, lending institutions, corporations, buyers, sellers,
groups, and individuals
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 Introduced by any of the named parties or of their associates. Such
information is considered the property of the introducing party/Company,
and shall
remain so for the term of this Agreement.
The parties of this Agreement acknowledge that no effort shall be
made to circumvent its terms in an attempt to gain commissions,
fees, remunerations, profit or considerations to
the benefit of any of the parties of this Agreement, while excluding
equal or agreed to benefits to any of the other parties.

It is also understood that a party(s) cannot be adjudged to be in

violation is involuntary due to situations beyond their control. In the
case of prior knowledge or possession of information regarding a
specific source(s), the reintroduction of said source(s) shall only apply
to the stipulations of this Agreement for the current transaction and
those moving forward.

GENERAL CONDITIONS:

This Agreement shall be governed and construed in accordance with the

laws of the State of iL and/or any state where the product exists. Any
controversy or claim arising out of or relating to this Agreement, or
breach thereof, and which is not settled between the parties and the
American Arbitration Association, with hearings to take place in Herrin"
or another
mutually agreed upon location. Judgment upon the award rendered by
the arbitrator, may be entered in any court having jurisdiction thereof,
plus any and ask court costs, attorney fees and any other costs or
charges reasonably necessary to adjudicate the controversy.

This agreement shall be for five (5) years from the date affixed above and
shall apply to any and all transactions entertained by the parties hereto,
including subsequent follow-up, repeat, extended or renegotiated
transactions, as well as to the original transaction, regardless of the
success of the project and by attempting to contact a lender or contact
directly or indirectly through third parties for any business relating to the
nature of this Agreement.

This Agreement is not valid unless signed and exchanged by the respective
parties of this transaction .

. This document shall in no way be construed as being an Agreement of

partnership in such a way that any of the individual parties to this Agreement
shall have any claim against any separate dealings, ventures, or assists of
any other party, nor shall any party be liable for any other party's
commitments or liabilities in
business or personal dealings or situations .

. a. For a period beginning on the Effective Date and ending on the

anniversary of the fifth (5th) year (the "Restricted Period") the Client agrees
that he/she
will not, directly or indirectly, either individually or through any corporation,

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 partnership, limited liability company, trust, association, affiliation, joint
venture or other incorporated and/or unincorporated business,
will not solicit, engage in or acquire any information from any person
or entity introduced to them by Company.
b. The Restricted Period shall be extended by the length of any period
during which the Client is in material breach of the terms of this
Agreement. Any extension shall be for the judicially determined period of
such breach or as the parties shall mutually agree.

6. Equitable Remedies
a. The Client acknowledges that the Company and its affiliates will be
irreparably damaged by any breach by the Client; and, therefore the
Client agrees that the Company shall have the right to seek specific
performance thereof and/or to obtain an injunction against any threatened
or actual breaches thereof and any and all compensation from Client to
Company deemed reasonable by legal remedy.

b. Nothing herein shall be construed as prohibiting the Company from

pursuing any other available remedies for such breach or threatened
breach, including the recovery of damages from the Client.

c. Should the Client be found to be in material breach of this

Agreement, the Client shall pay all reasonable attorney's fees and
costs incurred by the Company in seeking to enforce this Agreement.

7. Partial Invalidity
a. In case any covenant, condition. term or provrsion contained in this
Agreement shall be held to be invalid, illegal or unenforceable in
any respect by a judgment, order or decree of any court or other
judicial tribunal of general jurisdiction, from which judgment, order or
covenants, conditions, terms and provisions contained in this
Agreement shall in no way be
affected, prejUdiced or disturbed thereby; and this Agreement
shall be construed as if such invalid, illegal or unenforceable
provision(s) had
never been contained herein; provided that such invalid, illegal or
enforceable provision(s) shall be curtailed, limited or eliminated only to the
extent necessary to remove such invalidity, illegality or unenforceabilitywith
respect to the law as it shall then be applied.

b. In the event that this Agreement or any portion hereof shall be

determined by any court of competent jurisdiction to be unenforceable
by reason of its extending for too great a period of time over too great
a geographic area or range of activities as to which it may be
enforceable

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 8.0ther Parties Benefited

THISAgreement shall inure to the benefit of the company's successors and/ or

assigns. This Agreement is a material asset of the company and shall be
enforceable should the company be sold or there is any change in the company's
owership.

This Agreement can also be assign to any party elected by the company.

9. Governing Law

The Agreement and any disputes arising here under shall be construed under and

governed by the laws of the state of it.

Essentially the spirit behind the Agreement is one of the mutual trust and confidence

and of the reliance upon each otherto do what is fair and equitable.

The parties Agrees that facsimile copies of this Agreement will be condsidered

The Same As Originals.

CONFIDENTIALITY AND EMPLOYMENT AGREEMENT

By singing below it is understood that all parties here by giving signature, attest that
they

have received a full completed confidentiality non dsclosure and non circumvent

Agreem, signed by all parties.

Authorized signature Date_________________________

Client Name Print Date_________________________

Client Signature Date_________________________

Client Name Print Date______________________________________

Client Signature Date_________________________

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 NON-CIRC UMV EN TION / NON-DI SCL OSURE AGR EEMENT

AND

MASTER FEE AGREEME NT

The name s and entitie s identified on the signature page represent all k.nowri
individuals -who have, or 'wi ll have, direct involvement -with the above referen ced
transaction and hearby agree to all said terms and conditions. No other names
wfll be added to this tracking form . If you are obligated to recogni ze an
affiliation -with another individual or entity, you must do so by use of a sub -fee
agreement. If you have such an obligation, by -whatever mean s, you individua ll y-wil l
assume full responsibility for fail ure to perform according to your agreement. At no
time -will any other sub -agreement hinder, delay , or have an effect on the above
referenced transaction . The total entities on th is agreement are four (4) (Buyer,
Buyer's Representative, Intermediary Cons ultant's Representative and Se ll er's
Representative) all other Cons ultants shall be under separate sub-fee
agreements.

Transacti on: An REO Portfolio, the composition of, and Purchase Price thereof, to be
determined . Consulting fee to be paid in the amount of (3%) percent of the
total Purchase Price to consultants as li sted herein thi s Agreemen t.

Fee Distributi on: Al l fees and/or cornrnisions to be paid w-il lbe establ ished prior to
plac ing the order and must be agreed upon by Buyer, Seller and Intermediaries . Fee s
shall be pa id to
escro-w agent upon transaction clo sing and wfll
be immed iately distributed as follo-ws per the bank ing instructions to be provided :

1. Percent (of the total purchase price paid by Buyer) to agent for Buyer.

1. Percent (of the total purchase price paid by Buyer) to Iriter-modiar -y

Cons ul tant's 'Payrnaateo-

1 Percent (of the total purchase price paid by Bu yer) to sell er' s Group Co ns ultant.

All sub -fee s wfll be "Wire ddirectly from Consultant Paymaster to sub-fee parties
the same business day of receiving funds, if -wiring instructions are available or
upon receipt thereof, as per sub -fee agreements .

Buyer _

Buyer Rep

Intermed iary Rep

Seller Rep _

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 {Buyer Letter Head}

Submission of Intent to Purchase

Dated: (please fill in today's date)

I (Buyer Name) issue this LOI & POF for the sole use and authorization and the intent to
purchase the following:

Re: Purchase of ___ _________

This letter of intent to purchase sets forth the terms on which Buyer is interested in purchase the
properties at an acquisition value in U.S. dollars as set forth herein.

Name of Buyer: ________________________________________________________

Contact person:________________________________________________________
Buyers Direct Phone No. E-Mail: ____________________
Dollar Amount : _____ ___________ ___
Purchase Price: _____________________________
Location:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____

Rehab: ___________________________________________________________
Financing (if any): __________________________
Closing Terms: _________________________________________________________________
Escrow/Title: ___________________________________________________________
Due Diligence Period: ______________________________________________________

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Name of Buyers Attorney: ______________________________________________________
Attorneys Direct Phone No. ___________ E-Mail: ___________________
Commission: Buyer shall pay a Three (3%) percent commission of purchase price.
Final Offer Bid: ( ) plus Three (3%) percent commission fee.

The undersigned attests that he is the Buyer and is duly authorized to act on behalf as
Buyer in this transaction.

_____________________________________________ __________________________________________
Buyer’s Signature Telephone number

____________________________________________
Name Printed

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For SOFT PROOF OF FUNDS, please complete the below.

Name of Bank Officer: _______________________________________________________

Title: Phone No. Fax No._________________
Company or Banking Institution:
Amount of Funds our Attorney will verify with your Bank: $
Comments:

Upon receipt of this letter, we realize that your attorney may contact us to execute additional
paperwork necessary to facilitate attorney-to-attorney verification of funds.

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