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REAL ESTATE OPTIONS INVESTOR AGREEMENT

(Purchase or Sale Commitment and Servicing Agreement)

Note: Your role as a IRESE "Investor" is that of Real Estate Options purchaser or seller, and your rights and obligations as a purchaser, seller or prospective purchaser of IRESE Real Estate Options 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 or receiving money directly from IRESE Property Owners, but are, instead, making purchase commitments or sale commitments on Real Estate Options representing options that have underlying products, like Home Equity Protection Plan and Future Equity Agreement that are made available by IRESE or IRESE Brokers to Property Owners.

All Real Estate Options originated through IRESE are backed by Home Equity Protection Plan and Future Equity Agreement made to Property Owners by registered Brokers from IRESE funds, Real Estate Call Options payoff if any, securitized with deed of trust on a real estate property, IRESE gurantees the payoff to the winning bidder or bidders on the option. IRESE Brokers are the originating party 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 "option purchaser" or "option seller" 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 a Investor in the IRESE exchange, so that you may be eligible to post bids on the IRESE website and purchase or sell and then trade Real Estate Options evidencing offers of securities originated and underwriten by IRESE following the matching of your bids with securities (collectively "Real Estate Options"). 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 Options on the IRESE website. "Securities" are IRESE's securities that are created when Home Equity Protection Plan and Future Equity Agreement are underwritten and originated.

Shares are displayed on the IRESE website along with desired amount, offered price per share, and any additional information to help you to make an invesment decision.

We are not allowed to disclose the property owner identity or contact information to Investors.

A bid by an Investor is the Investor's commitment to purchase a Real Estate Call Options or to sell a Real Estate Put Options "Option" in the principal amount of the Investor's bid. Investors "bid" the amount they are willing to commit to the purchase or to the sale of an option and the price per share they are willing to receive. In case of purchase, 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 securitiy. Investor bids become "winning" bids if such bids are in the group of bids that total the amount of the security financing and have the best price per share 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 criteria, the maximum amount that may be bid on one security, the best price per share you are willing to receive, and the specific financing criteria such as property price volatility. 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 purchase 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 Call Options 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 Call Options 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 SECURITY, YOU ARE COMMITTING TO PURCHASE THE REAL ESTATE CALL OPTIONS 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 CALL OPTIONS THAT RESULTS FROM BIDS BEING PLACED ON YOUR BEHALF ON SECURITIES MEETING THE CRITERIA SPECIFIED IN YOUR STANDING ORDER.

Your Real Estate Put Options Sale 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 sell each Real Estate Put Options 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 SECURITY, YOU ARE COMMITTING TO SEKK THE REAL ESTATE CALL OPTIONS 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 SELL EACH REAL ESTATE CALL OPTIONS 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 option being requested, or may bid a lesser amount. 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 a security price per share 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 Options, 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, for Real Estate Call Options, you must bid an amount equal to or more than the current auction price per share for the security in order for all or portion of your bid to be matched with the security. When you bid on a security, for Real Estate Put Options, you must bid an amount equal to or less than the current auction price per share 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 a better price per share than your minimum acceptable rate, and otherwise meet your designated criteria. IRESE securities with the best current auction price per share rate will be matched first, and thereafter your bid will be matched to securities with incrementally better price per share 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 price per share specified in your bid.
Real Estate Call Options:
- (i) higher 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 financing.
Real Estate Put Options:
- (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 financing.
Your bid remains outstanding on a security until you are outbid, or until the security is withdrawn 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. WINNING BID.
Real Estate Call Options:
If a Real Estate Call Options security gets a bid or bids in an amount totaling the amount of the security's financing, the bids that are winning bids at the time the security expires are matched with the security, and IRESE will complete financing in the requested financing amount of the security, subject to IRESE's right to verify information as described in Section 9 below. Each financing of the security is made from IRESE's own funds, and will be evidenced by a Real Estate Call Options, 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, a Real Estate Call Options 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 a Real Estate Call Options in the amount of your winning bid.
Real Estate Put Options:
If a Real Estate Put Options security gets a bid or bids in an amount totaling the amount of the security's financing, the bids that are winning bids at the time the security expires are matched with the security, and IRESE will complete financing in the requested financing amount of the security, subject to IRESE's right to verify information as described in Section 9 below. Each financing of the security is made from IRESE's own funds, and will be evidenced by a Real Estate Put Options, in the form set forth on the attached ExhibitB, naming IRESE as the seller, in the amount of each winning bid on the security. On the day following the date financing proceeds are disbursed, a Real Estate Put Options in the amount of each winning bidder's bid will be purchased 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 to the bidder's IRESE Funding Account from 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 sell a Real Estate Put Options in the amount of your winning bid.
D. NO WARRANT OR GUARANTY
Real Estate Call Options:
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 Call Options 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.

Real Estate Put Options:
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 selling the Real Estate Put Options 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 property owner, on all Real Estate Options 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 Options will be shielded from the property owners. Only the property owner's property address will appear on securities and Real Estate Options 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 a Real Estate Option resulting from multiple bids being matched with a security. In these instances, your Real Estate Option is separate and distinct from the Real Estate Options of the other Investors, and is enforceable in accordance with its terms.

5. Sale and Servicing of Real Estate Options.

Purchase and Sale of Real Estate Call Options.

IRESE agrees to sell and you agree to purchase, from time to time, without recourse, all Real Estate Call Options resulting from the matching of your bids with securities on the IRESE exchange. IRESE agrees that after making Future Equity Agreement to property owners evidenced by such Real Estate Call Options, 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 Call Options; provided, however, that IRESE will retain the Servicing Rights (as defined below) with respect to the Real Estate Call Options. Although IRESE will retain the Servicing Rights to all Real Estate Call Options, you will hold title to, and ownership of, the Real Estate Call Options until the Real Estate Call Options are expire and payoff if any is received 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 Call Options at IRESE exchange only or with 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 Call Options you are entitled to all payments of option payout, subject to servicing compensation and collection expenses as provided in this Agreement.

Sale and Purchase of Real Estate Put Options.

IRESE agrees to buy and you agree to sell, from time to time, without recourse, all Real Estate Put Options resulting from the matching of your bids with securities on the IRESE exchange. IRESE agrees that after making Home Equity Protection Plan to property owners evidenced by such Real Estate Put Options, IRESE will buy, transfer, assign, set over and convey to you, and you will sell, all of IRESE's right, title obligation and interest in and to the Real Estate Put Options; provided, however, that IRESE will retain the Servicing Rights (as defined below) with respect to the Real Estate Put Options. Although IRESE will retain the Servicing Rights to all Real Estate Put Options, you will hold title to, ownership and obligations of, the Real Estate Put Options until the Real Estate Put Options are expire and payoff if any is paid by you 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 Put Options at IRESE exchange only or with 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 Put Options you are responsible for all payments of option payoff, 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 Options;
(b) any payments to or monies received by IRESE for servicing the Real Estate Options;
(c) any returned check fees, fees incurred as a result of failed automated option 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 Options; (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 Options; 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 Options or pertaining to the past, present or prospective servicing of the Real Estate Options (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 Options, 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 Options, 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 Options.

Servicing Compensation.

As compensation for servicing the Real Estate Options, IRESE shall be entitled to retain from payments received on the Real Estate Options a servicing fee (the "Servicing Fee") calculated by the application of an annual Servicing Fee rate applied to the outstanding principal balance of the Real Estate Options. 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 Options will be the amount of the Servicing Fee in effect at the time the listing for the option evidenced by your Real Estate Option was posted, and will remain unchanged for the term of the Real Estate Option. The Servicing Fee is payable monthly by deduction from each Investor's share of a option payment by the Property Owner. The Servicing Fee is payable on all payments received on the Real Estate Options, including without limitation partial payments and community payments made toward a Property Owner's 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 Property Owners in respect of the surcharge paid by Property Owners as a result of the property owner's withdrawal of authorization or other termination of authority for option payments to be made by automatic withdrawals, as provided in Paragraph 7 of the Real Estate Option.

Servicing Account.

If the event of payout on Real Estate Options, payees agree to make option payments by automated withdrawals directly from the payees' designated account, or by bank drafts drawn on the account, into a collection account maintained by IRESE for your benefit (the "Servicing Account"). Real Estate Options 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 Real Estate Options payoff and late fees, less fees incurred as a result of failed automated option payments, Broker's Commissions (as discussed below) and our Servicing Fee deducted from each option 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 Real Estate Options payoffs and payees' payments.

Reporting.

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

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 Options 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 Real Estate Options Payment.

IRESE guarantees Real Estate Options payoff.

7. Representations and Warranties as to Real Estate Options.

Representations and Warranties as to Real Estate Call Options Sold

IRESE makes the following representations and warranties to you that, with respect to each Real Estate Call Options sold to you under this Agreement, as of the date the Real Estate Call Options 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 and underwriting the Future Equity Agreement that is secured by Real Estate Call Options financing evidenced by the Real Estate Call Options.
b. The Future Equity Agreement financing was advanced by IRESE from its own funds prior to your purchase of the Real Estate Call Options.
c. IRESE has made commercially reasonable efforts to authenticate and verify the identity of the broker, property owner on the Future Equity Agreement and evidenced by the Real Estate Call Options. 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 Future Equity Agreement, and

(ii) each Real Estate Call Options sold to you by IRESE is the legal, valid and binding obligation of the property owner, and is enforceable in accordance with its terms.
d. In the event of a material default under a Real Estate Call Options 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 Call Options for the original amount paid. The determination of whether verifiable identity theft has occurred shall be in IRESE's sole discretion.

Representations and Warranties as to Real Estate Put Options Purchased

IRESE makes the following representations and warranties to you that, with respect to each Real Estate Put Options purchased from you under this Agreement, as of the date the Real Estate Put Options is purchased, 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 and underwriting the Home Equity Protection Plan that is secured by Real Estate Put Options financing evidenced by the Real Estate Put Options.
b. The Home Equity Protection Plan financing was sold by IRESE prior to purchase from you of the Real Estate Put Options.
c. IRESE has made commercially reasonable efforts to authenticate and verify the identity of the broker, property owner on the Home Equity Protection Plan and evidenced by the Real Estate Put Options. 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 Home Equity Protection Plan, and

(ii) each Real Estate Put Options purchased from you by IRESE is your legal, valid and binding obligation, and is enforceable in accordance with its terms.
d. In the event of a material default under a Real Estate Put Options you sold to IRESE under this Agreement that is the result of verifiable identity theft of the named property owner's identity, you will repurchase the Real Estate Put Options for the original amount paid. The determination of whether verifiable identity theft has occurred shall be in IRESE's sole discretion.

8. Remedies; Cure and Repurchase of Real Estate Options.

Remedies; Cure and Repurchase of Real Estate Call Options

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

(i) cure the defect in the Real Estate Call Options, if the defect is susceptible to cure,
(ii) repurchase the Real Estate Call Options from you, or
(iii) indemnify and hold you harmless against all losses (including losses resulting from the delinquency or nonpayment of the Real Estate Call Options), 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 Call Options. The decision whether a defective Real Estate Call Options is susceptible to cure, or whether IRESE shall cure or repurchase Real Estate Call Options or indemnify you with respect to the Real Estate Call Options, 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 Call Options, no later than ninety (90) days after our discovery of the breach. In the event IRESE repurchases Real Estate Call Options, IRESE will pay you a repurchase price equal to the original amount paid. 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 investing. Upon any such repurchase, the Real Estate Call Options 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 Call Options on your behalf shall execute any endorsements or assignments necessary to effectuate the transfer and assignment of the Real Estate Call Options to IRESE. Upon repurchase of a Real Estate Call Options, IRESE may exercise any remedies authorized or permitted under the Real Estate Call Options and applicable law. IRESE's obligation to cure or repurchase Real Estate Call Options or indemnify you for a defective Real Estate Call Options 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.

Remedies; Cure and Repurchase of Real Estate Put Options

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

(i) cure the defect in the Real Estate Put Options, if the defect is susceptible to cure,
(ii) force you to repurchase the Real Estate Put Options from IRESE, or
(iii) indemnify and hold you harmless against all losses (including losses resulting from the payment on the Real Estate Put Options at expiration), 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 Put Options. The decision whether a defective Real Estate Put Options is susceptible to cure, or whether IRESE shall force you to repurchase Real Estate Put Options or indemnify you with respect to the Real Estate Put Options, 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 force you to repurchase the Real Estate Put Options, no later than ninety (90) days after our discovery of the breach. In the event IRESE force you to repurchases Real Estate Put Options, you will IRESE a repurchase price equal to the original amount paid. The repurchase price will be paid by you by remittance from the IRESE Funding Account. Upon any such repurchase, the Real Estate Put Options 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 Put Options on your behalf shall execute any endorsements or assignments necessary to effectuate the transfer and assignment of the Real Estate Put Options to IRESE. Upon repurchase of a Real Estate Put Options, IRESE may exercise any remedies authorized or permitted under the Real Estate Put Options and applicable law. IRESE's obligation to cure or force you to repurchase Real Estate Put Options or indemnify you for a defective Real Estate Put Options 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 Security and Real Estate Options.

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 Real Estate Options. 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 underwriting of a security, or before or after the funding of Real Estate Options. 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 underwriting and funding a Future Equity Agreement or a Home Equity Protection Plan for a property owner, reasonably determines that an underlying 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 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 Future Equity Agreement or a Home Equity Protection Plan is funded, IRESE makes such a determination of irregularity with regard to the security that resulted in Real Estate Options, a bid for the security, or Real Estate Options resulting from the security, IRESE may, in its discretion, exercise its remedies of indemnification or cure or repurchase of the Real Estate Options evidencing the option as provided under Section 8 above.
d. When a security ends or expires with a bid or bids totaling the amount of a security financing, IRESE may conduct a "pre-funding" review prior to funding of the Real Estate Options. Real Estate Options funding occurs when IRESE disburses financing proceeds and security is deposited into investor account. IRESE may, at any time and in its sole discretion, delay funding of Real Estate Options in order to enable IRESE to verify the accuracy of information provided by 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 Real Estate Options, 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 Real Estate Options, 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 verifies the property information or other information provided by Property Owners in securities. The property information that appears in securities is taken directly from the publicly available data source, without any review or verification by IRESE. In connection with IRESE's identity and anti-fraud verification of 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.

IRESE DOES NOT WARRANT OR GUARANTEE THAT YOU WILL RECEIVE ANY RATE OF RETURN, OR ANY MINIMUM AMOUNT OF PAYOUT ON ANY REAL ESTATE OPTIONS. THE AMOUNT YOU RECEIVE ON YOUR REAL ESTATE OPTIONS IS WHOLLY DEPENDENT UPON THE PROPERTY VALUE CHANGE UNDER THE REAL ESTATE OPTIONS CONTRACT EVIDENCING THE OPTIONS. IRESE GUARANTEES ANY OPTIONS PAYOUTS OBTAINED THROUGH THE IRESE EXCHANGE AND ACT AS A GUARANTOR OF ANY OPTION PAYOUT AT EXPIRATION.

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 Options 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.

Property owners who participate in the IRESE exchange do so through registered Broker. Brokers facilitate Future Equity Agreement and Home Equity Protection Plan origination for Property Owners at the IRESE exchange. Brokers do not guarantee payments on any Real Estate Options, and a facilitation of an underwriting of a security by IRESE by property owner's broker does not obligate the broker to guarantee or make any payments on any Real Estate Options.

a. 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, Real Estate Options 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 any fee in exchange for your agreement to bid on a security that is used to underwrite property owner's product, 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 that is used to underwrite property owner's product;
c. Engage in any activities that require a license as Real Estate Options broker, credit services organization, credit counselor, credit repair organization, Investor or other regulated entity, including but not limited to soliciting Future Equity Agreement or Home Equity Protection Plan applications, quoting Future Equity Agreement or Home Equity Protection Plan terms and rates, counseling Property Owners on credit issues or option Future Equity Agreement or Home Equity Protection Plan, in connection with any IRESE product;
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 Options, or engage in any activities that require a license as Real Estate Options 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 Options;
e. Bring a lawsuit or other legal proceeding against any property owner on any or your Real Estate Options;
f. Contact Property Owners on any of your Real Estate Options without the property owner's consent;
g. 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;
h. 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 Options, or take any action that directly or indirectly suggests that any property owner's IRESE broker is obligated in any way on a Real Estate Options; or
i. 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 option 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 Real Estate Options, 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 Options 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 Options you purchase from IRESE under this Agreement except as authorized in the Future Equity Agreement Agreement or Home Equity Protection Plan Agreement. 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 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.

See also