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REAL ESTATE NOTES INVESTOR AGREEMENT

(Purchase Commitment, Sale and Servicing Agreement)

Note: Your role as a IRESE "Investor" is that of Real Estate Notes purchaser, and your rights and obligations as a purchaser, seller or prospective purchaser of IRESE Real Estate Notes are set forth below. Although you are referred to in this Agreement and on the IRESE website as a "Investor," you are not actually providing your money directly to IRESE Property Owners, but are, instead, making purchase commitments and purchasing Real Estate Notes representing Mortgage Financing made by IRESE Brokers to Property Owners.

All Mortgage Financing and secured by Real Estate Notes originated through IRESE are made to Property Owners by registered Brokers from IRESE funds, securitized with deed of trust on a real estate property and then sold and assigned by IRESE to the winning bidder or bidders on the security without recourse to IRESE or Brokers. IRESE Brokers are the originating Investor for licensing and regulatory reasons and are licensed in all states where licensing is required given IRESE's current financing criteria, which may change from time to time in its discretion. IRESE uses the term "Investor" instead of "Mortgage Financing purchaser" for the sake of brevity and simplicity.

This Investor Registration Agreement is made and entered into between you and IRESE, Inc. ("IRESE").

1. Registration as an IRESE Investor.

You are registering as an Investor in the IRESE exchange, so that you may be eligible to post bids on the IRESE website and purchase and then sell Real Estate Notes evidencing offers of securities originated and underwriten by IRESE following the matching of your bids with securities (collectively "Real Estate Notes"). You agree to comply with the terms and provisions of this Agreement, the Terms of Use of the IRESE website, and the policies posted on the IRESE website (the "IRESE Policies"), as may be amended from time to time by IRESE in its sole discretion (collectively, the "IRESE Terms and Conditions").

2. Posting of Bids.

Upon registration, you may post bids on Real Estate Notes on the IRESE website. "Securities" are IRESE securities that are created when Mortgage Financing is underwritten and originated.

For Real Estate Notes, securities are displayed on the IRESE website along with desired amount, offered interest rate, property owner credit grade, debt-to-income ratio, note-to-value ratio and other credit information from the property owner's credit report. Securities also might display the property owner's verified annual income, occupation and employment status.

Property owners are not allowed to disclose their identity or contact information to Investors.

A bid by a Investor is the Investor's commitment to purchase Real Estate Notes "Notes" in the principal amount of the Investor's bid, representing a Mortgage Financing to be made by IRESE Broker, should the security receive an amount of bids totaling the amount of the broker's requested Mortgage Financing. Investors "bid" the amount they are willing to commit to the purchase of a note and the minimum interest rate they are willing to receive. Investors must have funds in the amount of the bid on deposit in the IRESE Funding Account (described below), and the funds must remain on deposit for as long as the bid is a "winning" bid on the security. Investor bids become "winning" bids if such bids are in the group of bids that total the amount of the requested financing and have the lowest interest rate among all bids placed against the security. Once a bid is made by a Investor, it is irrevocable.

Types of Bids.

You can bid selectively by browsing through securities and placing a bid on the security or securities that you choose. You can also bid by making a "standing order" by indicating the aggregate amount of funds to be bid on securities that meet specified security criteria, the maximum amount that may be bid on one security, the minimum interest rate you are willing to receive, and the specific financing criteria such as his or her credit grade, credit characteristics, note-to-value ratio or debt-to-income ratio. You may have more than one standing order in place at one time, and you may bid selectively while one or more standing orders are in place.

Availability of Funds.

At the time you place a bid you must have funds on deposit with IRESE ("Funds") in at least the amount of your bid, and you are not permitted to withdraw those Funds for so long as your bid is "winning" as described in Section 3 below. Your Funds will be placed in an FDIC-insured account at US Bank, N. A. (the "IRESE Funding Account") separate from IRESE's own funds. At the time you register as a Investor, you must provide your deposit account information to facilitate electronic transfers of Funds to and from the IRESE Funding Account and your deposit account. You will not earn interest on Funds in the IRESE Funding Account. All of your Funds in the IRESE Funding Account that are not committed to winning bids are available for further bidding. You may at any time request that your uncommitted Funds in the IRESE Funding Account be returned to you, in which case IRESE will promptly return the remaining Funds to your deposit account.

Your Real Estate Notes Purchase Commitment.

Whether you bid selectively or by placing a standing order, each bid you post on the IRESE website is a commitment and promise to purchase each Real Estate Notes that results from all or a portion of your bid being matched with the security you select or with the security or securities meeting the criteria specified in your standing order. Once you place a bid, you may not cancel or withdraw the bid or reduce the amount of the bid, to the extent your bid has been matched with one or more securities.

AT THE TIME YOU SUBMIT A BID ON A LISTING, YOU ARE COMMITTING TO PURCHASE THE REAL ESTATE NOTES THAT RESULTS FROM ALL OR A PORTION OF YOUR BID BEING MATCHED WITH THAT SECURITY. AT THE TIME YOU SUBMIT A STANDING ORDER, YOU ARE COMMITTING TO PURCHASE EACH REAL ESTATE NOTES THAT RESULTS FROM BIDS BEING PLACED ON YOUR BEHALF ON SECURITIES MEETING THE CRITERIA SPECIFIED IN YOUR STANDING ORDER.

Limits on Bids.

Investors may bid the entire amount of the note being requested, or may bid a lesser amount, subject to a minimum bid amount of $100. If you make a standing order, you can achieve risk diversification by designing your standing order to bid your available Funds in increments as low as $100 and designating in your standing order that the incremental amount is the maximum amount that may be bid on any one security. The aggregate amount of all of your bids, when added to the amount outstanding on all of your IRESE Real Estate Notes, must not exceed five million dollars ($5,000,000) for individual Investors, or fifty million dollars ($50,000,000) for corporate or institutional Investors. Subject to these dollar limits, there is no limit on the amount of Funds you may commit to bids on securities.

YOU AGREE THAT WHEN MAKING BIDS YOU WILL NOT DISCRIMINATE AGAINST ANY PROPERTY OWNER ON THE BASIS OF RACE, COLOR, RELIGION, NATIONAL ORIGIN, SEX, MARITAL STATUS, AGE, SEXUAL ORIENTATION, MILITARY STATUS, THE PROPERTY OWNER'S SOURCE OF INCOME, OR ANY OTHER BASIS PROHIBITED BY AN APPLICABLE FEDERAL, STATE OR LOCAL FAIR LENDING LAW, INCLUDING WITHOUT LIMITATION THE EQUAL CREDIT OPPORTUNITY ACT.

3. Matching of Bids and Securities.

A. When you bid on a security, you must bid an amount equal to or less than the current auction interest rate for the security in order for all or portion of your bid to be matched with the security. If you bid by making a standing order, IRESE's auction platform will automatically match your bids with any securities that offer an interest rate higher than your minimum acceptable interest rate, and otherwise meet your designated criteria. Securities with the highest current auction interest rates above your minimum interest rate will be matched first, and thereafter your bid will be matched to securities with incrementally lower current auction interest rates (but still at or above your minimum acceptable interest rate) until all of your Funds committed to the standing order are placed.
B. When you place a bid on a security, your bid will be compared to other Investor bids placed against the security, and will be considered to be "winning" to the extent the interest rate specified in your bid is (i) lower than existing bids against the security, or (ii) equal to existing bids against the security, provided the security has not already received a bid or bids totaling the full amount of the security's requested financing. Your bid remains outstanding on a security until you are outbid, or until the security is withdrawn by the broker or removed by IRESE in accordance with Section 9 below. If you are outbid, or if the security is withdrawn or removed, your bid will be cancelled, and your Funds that were committed to your bid will be available for further bidding.
C. If a security gets a bid or bids in an amount totaling the amount of the security's requested financing, the bids that are winning bids at the time the security expires are matched with the security, and IRESE will make financing in the requested financing amount to the broker who posted the security, subject to IRESE's right to verify information as described in Section 9 below. Each financing to the broker is made from IRESE's own funds, and will be evidenced by Real Estate Notes, in the form set forth on the attached Exhibit A, naming IRESE as the payee, in the amount of each winning bid on the security. On the day following the date financing proceeds are disbursed to the broker, Real Estate Notes in the amount of each winning bidder's bid will be sold and assigned to the winning bidder in accordance with Section 5 below, and Funds of each winning bidder in the amount of the bid will be transferred from the bidder's IRESE Funding Account to IRESE. By making a bid, you agree that if you are the winning bidder or are among the winning bidders on a security that results in a financing, you will purchase Real Estate Notes in the amount of your winning bid.
D. IRESE does not warrant or guaranty that your bids will be matched with any securities. In the event some, but not all, of the Funds you bid are matched with a security, you are committed to purchasing the Real Estate Notes that results from the portion of your Funds being matched with the security, and the remainder of your Funds (i.e., the unmatched Funds) will remain in your IRESE Funding Account, available for further bidding.
E. To safeguard your privacy rights and those of brokers and property owners, on all Real Estate Notes evidencing IRESE financing, the identity and address of the property owner will be shielded from your view, and your identity as the purchaser and owner of Real Estate Notes will be shielded from the brokers and property owners. Only the real estate property's address will appear on securities and Real Estate Notes for you to see, and none of your IRESE information will appear with your bids.

4. Multiple Investors.

A security may be matched with more than one bid, and therefore you may be one of several Investors who purchase Real Estate Notes resulting from multiple bids being matched with a security. In these instances, your Real Estate Notes are separate and distinct from the Real Estate Notes of the other Investors, and is enforceable in accordance with its terms.

5. Sale and Servicing of Real Estate Notes.

Purchase and Sale of Real Estate Notes.

IRESE agrees to sell and you agree to purchase, from time to time, without recourse, all Real Estate Notes resulting from the matching of your bids with securities on the IRESE exchange. IRESE agrees that after making Mortgage Financing to broker evidenced by such Real Estate Notes, IRESE will sell, transfer, assign, set over and convey to you, and you will purchase, all of IRESE's right, title and interest in and to the Real Estate Notes; provided, however, that IRESE will retain the Servicing Rights (as defined below) with respect to the notes. Although IRESE will retain the Servicing Rights to all notes, you will hold title to, and ownership of, the Real Estate Notes until the Real Estate Notes are paid in full or sold as provided in Section 6.f below. You may sell, transfer, assign, set over and convey your right, title and interest in and to the Real Estate Notes except at IRESE exchange or with IRESE prior written consent and in accordance with the IRESE Terms and Conditions, or as otherwise provided for in this Agreement. During the time you own the Real Estate Notes you are entitled to all payments of principal, interest and late fees received from payees on the Real Estate Notes, subject to servicing compensation and collection expenses as provided in this Agreement.

Servicing Rights.

The Servicing Rights retained by IRESE include:

(a) any and all rights to service the Real Estate Notes;
(b) any payments to or monies received by IRESE for servicing the Real Estate Notes;
(c) any returned check fees, fees incurred as a result of failed automated note payments or returned checks or bank drafts due to insufficient funds in a payee's account or for other reasons ("NSF fees"), penalties or similar servicing costs incurred with respect to the Real Estate Notes; (d) all agreements or documents creating, defining or evidencing any such servicing rights and all rights of IRESE under those agreements or documents;
(e) all accounts and other rights to payment related to the Real Estate Notes; and
(f) any and all documents, files, records, servicing files, servicing documents, servicing records, data tapes, computer records, or other information pertaining to the Real Estate Notes or pertaining to the past, present or prospective servicing of the Real Estate Notes (collectively, "Servicing Rights").

IRESE acknowledges that you are relying upon IRESE's servicing facilities, personnel, records, processes, procedures and infrastructure to administer the sale and servicing of the Real Estate Notes, and consequently, except as described in this Agreement, IRESE shall not assign the servicing rights to any third party nor resign from the obligations and duties hereby imposed on it except upon the merger, conversion, consolidation, or sale or other disposition of all or substantially all of IRESE's business or assets. IRESE may, however, utilize subcontractors or other third parties to perform some or all of the servicing duties and functions, provided that servicing is performed in accordance with the servicing standard set forth in the following paragraph. If for any reason IRESE is unable to service your Real Estate Notes, IRESE will assign and transfer the Servicing Rights to an unaffiliated third party financing servicer with at least three (3) years' experience servicing receivables similar to the Real Estate Notes.

Servicing Standard.

IRESE, as independent contractor servicer, shall service and administer the Real Estate Notes in accordance with their terms and provisions, applicable law and the terms and provisions of this Agreement. In servicing the Real Estate Notes, IRESE shall use the same care, skill, prudence and diligence with which prudent lending institutions service similar assets, and IRESE shall seek to maximize the timely recovery of principal and interest on the Real Estate Notes. IRESE shall have full power and authority to do or cause to be done any and all things that it may reasonably deem necessary or desirable in connection with such servicing and administration of the Real Estate Notes on your behalf, and you agree to cooperate with IRESE in the performance of its servicing and other obligations under this Agreement. However, IRESE shall not permit any modification with respect to any Real Estate Notes that would change the interest rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance, or change the final maturity date on the Real Estate Notes unless it is agreed in writing by all investors in a given Mortgage Financing.

Servicing Compensation.

As compensation for servicing the Real Estate Notes, IRESE shall be entitled to retain from payments received on the Real Estate Notes a servicing fee (the "Servicing Fee") calculated by the application of a Servicing Fee rate applied to the outstanding principal balance of the Real Estate Notes. The current Servicing Fee rates are posted in the IRESE Fees section of the IRESE website, and are subject to change by IRESE at any time without notice. The Servicing Fee on each of your Real Estate Notes will be the amount of the Servicing Fee in effect at the time the security for the note evidenced by your Real Estate Notes were posted, and will remain unchanged for the term of the Real Estate Notes. The Servicing Fee is payable monthly by deduction from each Investor's share of a note payment by the payee. The Servicing Fee is payable on all payments received on the Real Estate Notes, including without limitation partial payments and broker payments made toward a Mortgage Financing. IRESE shall retain as additional servicing compensation, NSF fees and similar fees, except for late charges, which will be paid to you. IRESE shall also retain as additional servicing compensation additional amounts payable by payees in respect of the surcharge paid by payees as a result of the payees's withdrawal of authorization or other termination of authority for note payments to be made by automatic withdrawals, as provided in Paragraph 7 of the Real Estate Note Agreement.

Servicing Account.

Payees agree to make note payments by automated withdrawals directly from the payee's designated account, or by bank drafts drawn on the account, into a collection account maintained by IRESE for your benefit (the "Servicing Account"). Note payments made in another manner will be deposited into the Servicing Account upon receipt. No interest will accrue on funds in the Servicing Account. You agree to provide IRESE with account information and authorization to enable IRESE to make automated transfers of funds directly from the Servicing Account into your designated account. All immediately available collections of principal, interest and late fees, less fees incurred as a result of failed automated note payments, Broker's Commissions (as discussed below) and our Servicing Fee deducted from each note payment, will be delivered via automated transfer from the Servicing Account into your designated account at the end of each business day. IRESE will maintain electronic records of note disbursements and payees' payments.

Reporting.

IRESE will administer your Investor account and provide you with monthly statements in electronic format reflecting payments received on your Real Estate Notes, itemizing any fees or charges incurred, and our Servicing Fees. IRESE will report note payments and delinquencies to the credit reporting agencies without displaying your identity as the owner of the Real Estate Notes.

Servicing Indemnification.

IRESE will indemnify and hold you harmless from any claims, losses, damages or penalties that you may sustain in any way related to IRESE's failure to perform its duties and service the Real Estate Notes in compliance with the terms of this Agreement and applicable law. Notwithstanding the foregoing, neither IRESE nor any of IRESE's officers, employees or agents shall be liable to you for any reasonable action taken or for refraining from the taking of any reasonable action in good faith pursuant to this Agreement, or for reasonable errors in judgment made in good faith. If a claim is made by a third party with respect to IRESE's servicing obligations under this Agreement, IRESE will assume the defense of any such claim and pay all expenses in connection with any such claim.

6. Collection of Delinquent Loans.

In the event a monthly payment on Real Estate Notes is not received on or before the due date for the payment, you agree that in servicing such Real Estate Notes IRESE will take the following steps:

A. During the first ten days after the due date, IRESE will do the following:
(1) Contact and remind the payee of his or her obligation to make the payment; and

(2) IRESE will make a second attempt to complete an automated withdrawal from the payee's account to make the delinquent payment; if payments are to be made by bank draft, the draft will be redeposited.
B. When a payment becomes fifteen (15) days past due, IRESE will notify the payee's of the delinquent payment. IRESE will continue to contact and remind the payee of his or her obligation to make the payment.
C. When a payment becomes thirty (30) days past due, IRESE will assign the note account to the collection department. The property owner's identity, contact information and other personally identifiable information will be provided to the foreclosure agency to which the delinquent Real Estate Notes are assigned for collection or foreclosure, but you will not be provided with any such property owner information.
D. Upon receipt of the account, the collection department will attempt to collect the delinquent amount and have the property owner bring the account current as soon as possible. The collection department is not authorized to forgive any amount owing, permit any modification with respect to any Real Estate Notes that would change the interest rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance, or change the final maturity date on any Real Estate Notes.
E. The collection department will receive a percentage of any amounts collected by the department, and the collection departmen's percentage share will be deducted from the delinquent payments collected by the department. The collection department will deposit the net amounts collected into the Servicing Account for the benefit of you and the other Investors as applicable.
F. Except in the case of property owner bankruptcy, Real Estate Notes that become over 120 days past due are result in Property Owners property foreclosure. You authorize IRESE to foreclose the property of Real Estate Notes that become over 120 days past due to a debt buyer in accordance with this Section. Collection efforts will continue until the property is foreclosed. Proceeds, if any, from the property foreclosure, less expenses of foreclosure, will be paid to you. IRESE DOES NOT GUARANTEE THAT REAL ESTATE NOTES PROPERTY WILL BE SOLD AT A FORECLOSURE SALE, OR THAT YOU WILL RECEIVE ANY PROCEEDS FROM A FORECLOSURE SALE OF YOUR REAL ESTATE NOTES PROPERTY.
G. Late fees and NSF fees will be charged after any required grace period, to the extent such fees are authorized or permitted by the promissory Real Estate Notes and applicable law. In the event your Real Estate Notes property is sold at a foreclosure sale, any accrued but unpaid NSF fees on the note that would otherwise be retained by IRESE will be waived so that as much of the foreclosure sale proceeds as possible can be recovered by you.
H. If IRESE receives notice that a property owner has filed for protection under the federal bankruptcy laws, or has become the subject of an involuntary bankruptcy petition, no further automated debit transfers or bank drafts for payment of monthly note payments will be initiated, and any collection activity on the account will cease. If requested by the bankruptcy court, IRESE will file a proof of claim with the bankruptcy court in the amount of the total outstanding balance owed on the property owner's note as of the date the bankruptcy petition is filed. IRESE will forward any amounts received on a note in bankruptcy to the Investors who own the Real Estate Notes, on a pro-rata basis.

You agree that the foregoing collection process shall be the exclusive method of servicing and collecting delinquent Real Estate Notes.

7. Representations and Warranties as to Real Estate Notes Sold.

IRESE makes the following representations and warranties to you that, with respect to each Real Estate Note sold to you under this Agreement, as of the date the Real Estate Note is sold, assigned and transferred to you:

a. IRESE complied in all material respects with applicable federal, state and local laws , including usury, truth-in-lending, equal credit opportunity, fair credit reporting, licensing or other similar laws, in originating the financing evidenced by the Real Estate Note.
b. The proceeds of the financing evidenced by the Real Estate Note sold have been fully disbursed to broker or the broker's designated payee by IRESE from its own funds prior to your purchase of the Real Estate Note.
c. IRESE has made commercially reasonable efforts to authenticate and verify the identity of the broker and property owner on the note evidenced by the Real Estate Note. Based on such authentication and verification, to the best of IRESE's knowledge:
(i) the property owner had full legal capacity to execute and deliver the Real Estate Note, and

(ii) each Real Estate Note sold to you by IRESE is the legal, valid and binding obligation of the broker or property owner, and is enforceable in accordance with its terms.
d. In the event of a material default under Real Estate Notes you purchase from IRESE under this Agreement that is the result of verifiable identity theft of the named property owner's identity, IRESE will repurchase the Real Estate Note for the remaining unpaid principal balance. The determination of whether verifiable identity theft has occurred shall be in IRESE's sole discretion. IRESE shall not be required to repurchase Real Estate Notes under this subsection until such Real Estate Note is at least 120 days past-due, provided, however, that IRESE may in it's sole discretion elect to repurchase Real Estate Notes at an earlier time.

8. Remedies; Cure and Repurchase of Loans.

In the event of a breach by IRESE of any of the foregoing representations and warranties that materially and adversely affects your interest in Real Estate Notes sold to you under this Agreement, IRESE shall either:

(i) cure the defect in the Real Estate Note, if the defect is susceptible to cure,
(ii) repurchase the Real Estate Note from you, or
(iii) indemnify and hold you harmless against all losses (including losses resulting from the delinquency or nonpayment of the note), damages, expenses, legal fees, costs and judgments resulting from any claim, demand or defense that arising as a result of the defect in the Real Estate Note. The decision whether a defective Real Estate Note is susceptible to cure, or whether IRESE shall cure or repurchase Real Estate Notes or indemnify you with respect to the Real Estate Note, shall be in IRESE's sole discretion. Upon discovery by IRESE of any such breach of the foregoing representations and warranties, IRESE shall give you notice of the breach, and of IRESE's election to cure or repurchase the Real Estate Note, no later than ninety (90) days after our discovery of the breach. In the event IRESE repurchases Real Estate Notes, IRESE will pay you a repurchase price equal to the outstanding principal balance of the Real Estate Note as of the date of repurchase, plus any accrued but unpaid interest on the principal balance as of the date of repurchase at interest rate set forth in the Real Estate Note Contract; provided, however, that (i) in the event IRESE repurchases Real Estate Notes within three (3) days of disbursement of note proceeds to the property owner, no interest will be deemed to have accrued, and therefore no interest will be paid to you, and (ii) in the event IRESE repurchases Real Estate Notes due to identity theft as provided in Section 7.d above, no interest will be paid to you. The repurchase price will be paid to you by remittance into the IRESE Funding Account, and those funds will be available to you for further bidding. Upon any such repurchase, the Real Estate Note shall be transferred and assigned by you to IRESE, in each case without recourse, and IRESE in its capacity as servicer of the Real Estate Note on your behalf shall execute any endorsements or assignments necessary to effectuate the transfer and assignment of the Real Estate Note to IRESE. Upon repurchase of Real Estate Notes, IRESE may exercise any remedies authorized or permitted under the Real Estate Note and applicable law. IRESE's obligation to cure or repurchase Real Estate Notes or indemnify you for a defective Real Estate Note pursuant to this Section is your sole remedy with respect to a breach of IRESE's representations and warranties set forth in Section 7 above.

9. IRESE's Right to Verify Information and Cancel Funding.

a. IRESE reserves the right to verify the accuracy of all information provided by Property Owners, Investors and Brokers in connection with securities, bids and notes. IRESE also reserves the right to determine in its reasonable discretion whether a registered user is using, or has used, the IRESE website illegally or in violation of any order, writ, injunction or decree of any court or governmental instrumentality, for purposes of fraud or deception, or otherwise in a manner inconsistent with the IRESE Terms and Conditions or any registration agreement between IRESE and such user. IRESE may conduct its review at any time before, during or after the posting of a security, or before or after the funding of a note. You agree to respond promptly to IRESE's requests for information in connection with your bid, accounts, or your registration with IRESE.
b. In the event IRESE, prior to funding a note, reasonably determines that a security, or a bid for the security, contains materially inaccurate information (including but not limited to unintended inaccuracies, inaccuracies resulting from errors by IRESE, or inaccuracies resulting from changes in the property owner's income, residence or credit profile between the date a security is posted and the date the security is to be funded) or was posted illegally or in violation of any order, writ, injunction or decree of any court or governmental instrumentality, for purposes of fraud or deception, or otherwise in a manner inconsistent with the IRESE Terms and Conditions or any registration agreement, IRESE may refuse to post the security or, if the security has already been posted, remove the security from the IRESE exchange and cancel all bids against the security.
c. If, after a note is funded, IRESE makes such a determination of irregularity with regard to the security that resulted in notes, a bid for the security, or notes resulting from the security, IRESE may, in its discretion, exercise its remedies of indemnification or cure or repurchase of the Real Estate Note evidencing the note as provided under Section 8 above.
d. When a security ends or expires with a bid or bids totaling the amount of a security's requested financing, IRESE may conduct a "pre-funding" review prior to funding of the note. Note funding occurs when IRESE disburses financing proceeds into the broker or broker's designated deposit account. IRESE may, at any time and in its sole discretion, delay funding of a note in order to enable IRESE to verify the accuracy of information provided by broker and property owners, Investors and brokers in connection with the security or bids against the security, and to determine whether there are any irregularities with respect to the security or the bids against the security. IRESE may cancel or proceed with funding the note, depending on the results of IRESE's pre-funding review. If funding is cancelled, the security will be removed from the IRESE exchange and all bids against the security will be cancelled, and each bidder's funds will be returned to the IRESE Funding Account, available for further bidding. In the event IRESE cancels funding of a note, IRESE will notify the property owner, broker, and all bidders for the security of IRESE's determination to cancel funding of the financing.
e. IRESE Broker verifies the income, employment and occupation or other information provided by Property Owners in securities. If income cannot be verified, the property owner's income, employment and occupation are self-reported, and the property owner's debt-to-income ratio is determined by IRESE from a combination of the property owner's self-reported income and information from the property owner's credit report. The credit data that appears in securities is taken directly from a credit report obtained on the property owner from a credit reporting agency, without any review or verification by IRESE. In connection with IRESE's identity and anti-fraud verification of broker and property owners, IRESE verifies the property owner's deposit account to determine that the property owner is the holder of record of the account.

10. No Guarantee of Returns or Payments.

A. IRESE DOES NOT WARRANT OR GUARANTEE THAT YOU WILL RECEIVE ANY RATE OF RETURN, OR ANY MINIMUM AMOUNT OF PRINCIPAL OR INTEREST ON ANY REAL ESTATE NOTES, OR ANY PRINCIPAL OR INTEREST AT ALL. THE AMOUNT YOU RECEIVE ON YOUR REAL ESTATE NOTES IS WHOLLY DEPENDENT UPON THE PAYEES' PAYMENT PERFORMANCE UNDER THE REAL ESTATE NOTES CONTRACT EVIDENCING THE NOTES. IRESE DOES NOT GUARANTEE ANY NOTES OBTAINED THROUGH THE IRESE EXCHANGE AND DOES NOT ACT AS A GUARANTOR OF ANY NOTE PAYMENT OR PAYMENTS BY ANY IRESE BROKER OR PROPERTY OWNER.
B. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT BROKER OR PROPERTY OWNERS MAY DEFAULT ON YOUR REAL ESTATE NOTES, AND THAT SUCH DEFAULTS MAY NEGATIVELY AFFECT THE AMOUNT OF PRINCIPAL AND INTEREST YOU RECEIVE ON YOUR REAL ESTATE NOTES.

11. Restrictions on Use.

Except as provided in Section 12 below, you are not authorized or permitted to use IRESE to bid or purchase Real Estate Notes for someone other than yourself. You must be the owner of the deposit account you designate for electronic transfers of funds, with sole authority to direct that funds be transferred to or from the account. Although you are registering as a Investor, you may also register and participate in the IRESE exchange as a property owner or a broker. IRESE may in its sole discretion, with or without cause and with or without notice, restrict your access to the IRESE web site or exchange.

12. Authority.

You warrant and represent that you have the legal competence and capacity to execute and perform this Agreement. If you are entering into this Agreement on behalf of a corporation, partnership, limited liability company or other entity ("institution"), you warrant and represent that

(i) you have all necessary power and authority to execute and perform this Agreement on such institution's behalf;
(ii) the execution and performance of this Agreement will not violate any provision in the institution's charter documents, by-laws, indenture of trust or partnership agreement, or other constituent agreement or instrument governing the formation or administration of your institution; and
(iii) the execution and performance of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking to which the institution is a party or by which it is bound.

13. Acknowledgement of Broker Compensation.

Broker Compensation.

Mortgage Financing security is originated at the IRESE exchange through registered Broker. Brokers facilitate Real Estate Note origination and underwriteing at the IRESE exchange. Brokers do not guarantee payments on any Real Estate Note, and a facilitation of a Mortgage Financing does not obligate the broker to guarantee or make any payments on any Real Estate Note.

a. You acknowledge that the broker on certain financing that resulted from securities may receive a percentage of the interest portion of each monthly note payment made by each property owner on your Real Estate Notes, provided that no note payment is more than thirty (30) days past due. The portion of each note payment the broker will receive depends on the credit grade of the property owner, and is established at the time of creation of the security that resulted in the financing to the property owner, and remains unchanged for the life of the note.
b. The broker will not receive any Broker's commission at a time when any payment on Real Estate Notes is more than thirty (30) days past due. With respect to note payments received by IRESE on Real Estate Notes that is more than thirty (30) days past due, IRESE will pay you, rather than the broker, the entire amount of principal and interest received on such Real Estate Note. If Real Estate Notes that is more than thirty (30) days past due later becomes current in its payments, the broker will resume receiving the portion of the monthly payment that represents the Broker's Commission for as long as the Real Estate Note remains current.
c. The Broker's Commission is paid out of servicing fee you agreed to accept in your winning bid. For example, if your winning bid on the security that resulted in the note was 8.00%, the interest rate on the Real Estate Note evidencing the note will be 8.00%. The property owner will pay 8.00% interest; you will be entitled to receive 8.00% less the cost of the Servicing Fee and other authorized servicing compensation, and the broker would receive percentage of servicing fees, provided that the Real Estate Note is not more than 30 days past due.
d. You have no right under this Agreement or the IRESE Terms and Conditions to bring any legal action against any IRESE broker, or against any other person. You are not a third party beneficiary of, and you have no rights as a third party beneficiary under, any agreement between IRESE and any property owner, broker or other IRESE Investor.

14. Prohibited Activities.

You agree that you will not do the following, in connection with any securities, bids, notes or other transactions involving or potentially involving IRESE:

a. Represent yourself to any person, as a representative, employee, or agent of IRESE, or purport to speak to any person on behalf of IRESE;
b. Charge, or attempt to charge, any IRESE property owner or broker any fee in exchange for your agreement to bid on a security respresenting their Mortgage Financing, or propose or agree to accept any fee, bonus, additional interest, kickback or thing of value of any kind, in exchange for your agreement to bid on a security representing their Mortgage Financing;
c. Engage in any activities that require a license as a note broker, credit services organization, credit counselor, credit repair organization, Investor or other regulated entity, including but not limited to soliciting Mortgage Financing applications, quoting Mortgage Financing terms and rates, counseling property owners on credit issues or note options, in connection with any IRESE Real Estate Note;
d. Take any action on your own to collect, or attempt to collect, any amount from any property owner on any of your Real Estate Notes, or engage in any activities that require a license as a note servicer, debt collector, or credit counselor, including but not limited to collection calls or correspondence, and receipt of payments, with regard to any of your Real Estate Notes;
e. Bring a lawsuit or other legal proceeding against any broker or property owner on any of your Real Estate Notes;
f. Contact Property Owners on any of your Real Estate Notes without the property owner's consent;
g. Contact any collection agency or law firm to which your Real Estate Note has been referred for collection;
h. Include or display any personally identifying information, including, without limitation, name, address, phone number, email address, Social Security number or driver's license number, or bank account or credit card numbers of any IRESE member on your IRESE member web page, or elsewhere on the IRESE website;
i. Contact a property owner, broker or take any action to collect, or attempt to collect, any amount from any broker, any of the property owner or any individual that provided an endorsement of a security relating to any of your Real Estate Notes, or take any action that directly or indirectly suggests that any property owner's IRESE broker is obligated in any way on Real Estate Notes; or
j. Violate any applicable federal, state or local laws, including but not limited to, the Equal Credit Opportunity Act and other fair lending laws, Truth in Lending Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, Federal Trade Commission Act, federal or state consumer privacy laws, state usury or note fee statutes, state licensing laws, or state unfair and deceptive trade practices statutes.

15. Termination of Registration.

IRESE may in its sole discretion, with or without cause, terminate this Agreement by giving you notice as provided below. In addition, upon our reasonable determination that you committed fraud or made a material misrepresentation in connection with a security, bid or note, performed any prohibited activity, or otherwise failed to abide by the terms of this Agreement or the IRESE Terms and Conditions, IRESE may, in its sole discretion, immediately and without notice, take one or more of the following actions:

(i) suspend your right to bid or otherwise participate in the IRESE exchange;
(ii) terminate this Agreement and your registration with IRESE. Upon termination of this Agreement and your registration with IRESE, any bids you have placed on the IRESE website shall terminate, and will be removed from the IRESE website immediately. Any Real Estate Notes you purchase from IRESE prior to the effective date of termination resulting from bids you have placed on the IRESE website shall remain in full force and effect in accordance with their terms, subject to repurchase, indemnification or cure as provided in Section 8 above.

16. Indemnification.

In addition to your indemnification obligations set forth in IRESE's Terms and Conditions, you agree to indemnify, defend, protect and hold harmless IRESE and its officers, directors, shareholders, employees and agents against all claims, liabilities, actions, costs, damages, losses, demands and expenses of every kind, known or unknown, contingent or otherwise,

(i) resulting from any material breach of any obligation you undertake in this Agreement, including but not limited to your obligation to comply with any applicable laws;
(ii) relating to the contents of your IRESE member web page, your own website or your business;
(iii) resulting from your acts, omissions and representations (and those of your employees, agents or representatives) relating to IRESE; or
(iv) asserted by third parties against IRESE alleging that the trademarks, trade names, logos or branding you use, display or advertise infringes upon the intellectual property rights of any such third party.

Your obligation to indemnify IRESE shall survive termination of this Agreement, regardless of the reason for termination.

17. IRESE's Right to Modify Terms.

IRESE has the right to change any term or provision of this Agreement or the IRESE Terms and Conditions; provided, however, that IRESE does not have the right to change any term or provision of Real Estate Notes you purchase from IRESE under this Agreement except as authorized in the Mortgage Financing Contract. IRESE will give you notice of material changes to this Agreement, or the IRESE Terms and Conditions, in the manner set forth in Section 19. You authorize IRESE to correct obvious clerical errors appearing in information you provide to IRESE, without notice to you, although IRESE expressly undertakes no obligation to identify or correct such errors. This Agreement, along with the IRESE Terms and Conditions, represent the entire agreement between you and IRESE regarding your participation as a Investor in the IRESE credit exchange, and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and IRESE with respect to your involvement as a Investor with IRESE.

18. Notices.

All notices and other communications hereunder shall be given by email to your registered email address, and shall be deemed to have been duly given and effective upon transmission. If your registered email address changes, you must notify IRESE at the form below. You also agree to update your registered mailing address on the IRESE website if you change your address.

Email	Contact customer support
Write	IRESE, Inc. 3570 Carmel Mountain Road Suite 200 San Diego, CA 92130 Map It

19. No Warranties.

EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

20. Limitation on Liability.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER REGARDING THE EFFECT THAT THE AGREEMENT MAY HAVE UPON THE FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY OF THE OTHER.

21. Miscellaneous.

You may not assign, transfer, sublicense or otherwise delegate your rights under this Agreement to another person without IRESE's prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this Section shall be null and void. This Agreement shall be governed by the laws of the State of Delaware. Any waiver of a breach of any provision of this Agreement will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. If any part of this Agreement is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.

EXHIBIT A: MORTGAGE FINANCING CONTRACT

Promise to Pay. In return for a note I have received, I promise to pay IRESE, Inc. ("you") the principal sum of ___________________ Dollars ($__________), together with interest thereon commencing on the date of funding at the rate of ____ percent (____%) per annum simple interest. I understand that references in this Mortgage Financing to you shall also include any person to whom you transfer this Mortgage Financing.

2. Payments. This Mortgage Financing is payable in (_____) monthly installments of $___________ each, consisting of principal and interest, commencing on the ________ day of _____________, and continuing until the final payment date of __________________, which is the maturity date of this Mortgage Financing. The final payment shall consist of the then remaining principal, unpaid accrued interest and other charges due under this Mortgage Financing. All payments will be applied first to any late charges then due, then to any unpaid fees incurred as a result of failed automated payments or returned checks or bank drafts as provided in Paragraph 11, then to interest then due and then to principal. No unpaid interest or charges will be added to principal.

3. Interest. Interest will be charged on unpaid principal until the full amount of principal has been paid. Interest under this Mortgage Financing will accrue daily, on the basis of a 365-day year. If payments are made on time, my final payment will be in the amount of a regular monthly payment. If payments are paid late, a greater portion of the payment will be applied to accrued interest, a lesser portion (if any) will be applied to principal reduction, and the note will not amortize as originally scheduled, resulting in a higher final payment amount. The interest rate I will pay will be the rate I will pay both before and after any default.

4. Late Charge. If the full amount of any monthly payment is not made by the end of fifteen (15) calendar days after its due date, I will pay you a late charge of______________. I will pay this late charge promptly but only once on each late payment.

5. Waiver of Defenses. Except as otherwise provided in this Mortgage Financing, you are not responsible or liable to me for the quality, safety, legality, or any other aspect of any property or services purchased with the proceeds of the note. If I have a dispute with any person from whom I have purchased such property or services, I agree to settle the dispute directly with that person.

6. Certification; Exception to Waiver. I certify that, to my knowledge, the proceeds of this note will not be applied in whole or part to purchase property or services from any person to whom any interest this note may be assigned. If, notwithstanding the preceding sentence, any person from whom I have purchased such property acquires any interest in this note, then Paragraph 5 will not apply to the extent of that person's interest, even if that person later assigns that person's interest to another person.

7. Method of Payment. I will pay the principal, interest, and any late charges or other fees on this note when due. Those amounts are called "payments" in this Mortgage Financing. To ensure that my payments are processed in a timely and efficient manner, you have given me the choice of making my monthly payments (i) by automated withdrawal from an account that I designate using an automated clearinghouse (ACH) or other electronic fund transfer, or (ii) by bank drafts drawn by you on my behalf on my account each month; and I have chosen one of these methods. If I close my account or if my account changes or is otherwise inaccessible such that you are unable to withdraw my payments from that account or draw bank drafts on the account, I will notify you at least three (3) days prior to any such closure, change or inaccessibility of my account, and authorize you to withdraw my payments from, or draw bank drafts on, another account that I designate.

With regard to payments made by automatic withdrawals from my account, I have the right to (i) stop payment of a preauthorized automatic withdrawal, or (ii) revoke my prior authorization for automatic withdrawals with regard to all further note payments, by notifying the financial institution where my account is held, orally or in writing at least three (3) business days before the scheduled date of the transfer. I agree to notify you in writing, at least three (3) business days before the scheduled date of the transfer, of the exercise of my right to stop a payment or to revoke my prior authorization for further automatic withdrawals.

I understand that if I have elected to have my payments made by automatic withdrawals from my account:

a. The interest rate set forth in this Mortgage Financing, and the Annual Percentage Rate and related disclosures set forth in my Truth-in-Lending Disclosure Statement include the one percent (1.00%) reduction in my interest rate (the "Preferred Rate") that I received as an incentive to make my payments by preauthorized automatic withdrawals.

b. I will no longer be eligible for the Preferred Rate, and I must make my monthly payments using bank drafts drawn by you on my behalf on my account each month, if (i) I withdraw my authorization to make payments by automatic withdrawals, (ii) I cancel or close my account without establishing a new account at least three (3) days before the next monthly payment due date, or (iii) on two occasions during the term of this Mortgage Financing, my entire monthly payment cannot be made by automatic withdrawal from my account on the due date because of insufficient funds in the account, or for any other reason (other than an error by you).

c. If I become ineligible for the Preferred Rate, you have the right to add one percent (1.00%) to the interest rate on this Mortgage Financing. If you exercise this right, the increased interest rate will become effective on the due date of the next monthly payment due under this Mortgage Financing, and will continue for the remainder of the term of the Mortgage Financing. The increase in the interest rate on my Mortgage Financing will result in a higher monthly payment amount, equal to the amount that would be sufficient to repay in full the unpaid principal I owe as of the effective date of the increased interest rate, on the maturity date at the increased interest rate in substantially equal monthly payments. I must pay the higher monthly payment amount beginning on the first monthly payment due date after the increased interest rate becomes effective.

d. I understand that if the interest rate on my Mortgage Financing is increased as set forth in this Paragraph, the Preferred Rate will not be reinstated for any reason, even if I continue making my payments by automatic withdrawals.

8. Default and Remedies. If I fail to make any payment when due in the manner required by Paragraph 7, or if receivership or insolvency proceedings or any assignment for the benefit of creditors is instituted by or against me; I die, I fail to keep any promise or meet any other obligations in this Mortgage Financing, or I make a material misrepresentation in connection with my note, you may at your option accelerate the maturity of this Mortgage Financing and declare all principal, interest and other charges due under this Mortgage Financing immediately due and payable. If you exercise the remedy of acceleration you will not do so until one or more payments under this Mortgage Financing is at least 120 days past due, and you will give me at least 30 days prior notice of acceleration; provided, however, that if my default is the result of a material misrepresentation you do not need to wait until one or more payments is past due, and you do not need to give me any prior notice of acceleration.

9. Prepayments. I may prepay this note in full or in part at any time without penalty.

10. Waivers. You may accept late payments or partial payments, even though marked "paid in full," without losing any rights under this Mortgage Financing, and you may delay enforcing any of your rights under this Mortgage Financing without losing them. You do not have to (a) demand payment of amounts due (known as "presentment"), (b) give notice that amounts due have not been paid (known as "notice of dishonor"), or (c) obtain an official certification of nonpayment (known as "protest"). I hereby waive presentment, notice of dishonor and protest. Even if, at a time when I am in default, you do not require me to pay immediately in full as described above, you will still have the right to do so if I am in default at a later time. Neither your failure to exercise any of your rights, nor your delay in enforcing or exercising any of your rights, will waive those rights. Furthermore, if you waive any right under this Mortgage Financing on one occasion, that waiver will not operate as a waiver as to any other occasion.

11. Insufficient Funds Charge. If I attempt to make a monthly payment, whether by check or bank draft or by automated withdrawal from my designated account, and the payment is unable to be made due to (i) insufficient funds in my account, (ii) the closure, change or inaccessibility of my account without my having notified you as provided in Paragraph 7, or (iii) for any other reason (other than an error by you), I will pay you an additional fee of $______ for each check or bank draft returned or failed automated withdrawal, unless prohibited by applicable law.

12. Loan Charges. If a law, which applies to this note and which sets maximum note charges, is finally interpreted so that the interest or other note charges collected or to be collected in connection with this note exceed the permitted limits, then: (a) any such note charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from me which exceeded permitted limits will be refunded to me. You may choose to make this refund by reducing the principal I owe under this Mortgage Financing or by making a direct payment to me.

13. Assignment. I may not assign any of my obligations under this Mortgage Financing without your written permission. You do not have to give me your permission. You may assign this Mortgage Financing at any time without my permission. Unless prohibited by applicable law, you may do so without telling me. My obligations under this Mortgage Financing apply to all of my heirs and permitted assigns. Your rights under this Mortgage Financing apply to each of your successors and assigns.

14. Notices. All notices and other communications hereunder shall be given in writing and shall be deemed to have been duly given and effective (i) upon receipt, if delivered in person or by facsimile, email or other electronic transmission, or (ii) one day after deposit prepaid for overnight delivery with a national overnight express delivery service. Such notices must be properly addressed to the parties at the addresses set forth below unless a different address for notice is later provided in writing by giving notice pursuant to this Paragraph.

15. Governing Law. Except as provided below, this Mortgage Financing is governed by the laws of the State of my residence, as reflected in your registration records, at the time this note is made. I will promptly notify you of any changes in my State of residence. For Property Owners who are residents of Alaska and Minnesota, this Mortgage Financing is entered into in California and is governed by the laws of California, where IRESE, Inc. is located.

16. Miscellaneous. No provision of this Mortgage Financing shall be modified or limited except by a written agreement signed by both you and me. The unenforceability of any provision of this Mortgage Financing shall not affect the enforceability or validity of any other provision of this Mortgage Financing.

Arizona Residents: Notice: I understand that I may request that the initial disclosures prescribed in the Truth in Lending Act (15 United States Code sections 1601 through 1666j) be provided in Spanish before signing any note documents.

Aviso Para Prestatarios En Arizona: Puedo solicitar que las divulgaciones iniciales prescritas en la Ley Truth in Lending Act (15 Código de los Estados Unidos secciones 1601 hasta 1666j) sean proporcionadas en español antes de firmar cualesquiera documentos de préstamos.

Missouri Residents: Oral agreements or commitments to note money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect me (property owner) and you (creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.

Texas Residents: IRESE, Inc. is licensed and examined under the laws of the State of Texas and by state law is subject to regulatory oversight by the Office of Consumer Credit Commissioner. Any consumer wishing to file a complaint against the IRESE, Inc. should contact the Office of Consumer Credit Commissioner through one of the means indicated below: In Person or U.S. Mail: 2601 North Lamar Boulevard, Austin, Texas 78705-4207. Telephone No.800/538-1579. Fax No.: 512/936-7610. E-mail: consumer.complaints@occc.state.tx.us. Website: http://www.occc.state.tx.us/.

By signing this Mortgage Financing, I acknowledge that I (i) have read and understand all terms and conditions of this Mortgage Financing, (ii) agree to the terms set forth herein, and (iii) acknowledge receipt of a completely filled-in copy of this Mortgage Financing.

Date: ________________

_________________________________
[Mortgage Financing Signer]

Last Updated: September 1, 2010

See also