1.1

Be Compliant, Inc., located at 14 Red Leaf Lane; Ladera Ranch, CA92694, hereinafter referred to as BC, agrees to operate the compliance support and/or marketing service on behalf of ___________________________________________________________, located at __________________________________________________________; hereinafter referred to as Client. The details of the service to be performed for Client are described in Appendix A.

1.2

BC will operate the system for Client Monday through Friday except for legal holidays. BC will prepare the letters, messages, and notices provided by this service at its facility from the raw data supplied to BC by Client. BC will then transmit to the consumers any e-mail versions of the documents when applicable. BC will transfer the printable versions of the documents to Client for final printing and mail handling. Client will also receive the report of daily activity for printing and retaining as proof of fulfillment which is available at the Reports web site.

1.3

Client will provide and bear the cost of necessary computer equipment, printers, modems or DSL connections to the Internet, and telephone lines required by the service to transfer data and receive inbound e-mail sent to Client's facility. In order to use the system, Client must maintain access to the Internet and be using the following operating systems and software: Windows XP, NT or 2000 AND MICROSOFT OFFICE WORD.Additionally, Client will use Calyx POINT loan origination software for the duration of this agreement.Any change to different loan origination software must be agreeable to both BC and Client.A sixty day transition period is necessary to build new interfaces to BC.

1.4

All letterhead, paper, printing, and mail handling costs are the responsibility of Client.

1.5

BC will not interact directly with any of Client's customers without first receiving written permission from Client.

1.6

Data will be transferred from Client to BC by the following method: Client will use the automated upload program provided by BC.Telephone and Internet service charges for data transferred to the BC web site by Client are the responsibility of Client. Telephone and Internet service charges for data transferred from BC to Client are the responsibility of BC.

2.1

Fees:See Appendix A.Payment arrangements should be done in advance for payment via PayPal, Credit Card or Check.

2.2

Billing:Payment is due in advance of service rendered.

3.1

BC's responsibilities under this agreement are to replicate the documents according to Client's specifications in a timely manner. Client will secure documentation from a reputable company that is in the business of researching and providing compliant documentation for the mortgage industry. If Client has any doubts regarding a specific wording, Client will seek the advice of local counsel or of the Attorney General of the state governing the transaction in question.

3.2

BC's responsibilities under this agreement are to replicate the documents according to Client's specifications in a timely manner. Provided that Client places the raw data at the data upload web site by 7p.m. each day, BC agrees to distribute the marketing letters, compliance notices, status updates, and reports to Client and Client's customers by 3 p.m. the next day via web site posting, e-mail or, in the event that the customer does not have an e-mail address, Be Compliant will supply Client with a printable document for these notices that cannot be delivered via e-mail. In the event that there are technical difficulties at Client's location or at BC's location BC has an additional 24 hours to complete the processing. BC cannot guarantee that Client completes the mail-handling neither can BC guarantee that the United States Postal service or Internet e-mail service delivers the documents.

4.1

BC acknowledges that in the course of carrying out its duties under this Agreement it will acquire access to certain information constituting identities of Client's prospects and customers, which is proprietary in nature. As part of the material consideration for entry by Client into this Agreement, BC agrees that it will support and abide by Client's Privacy Policy and will not sell the information so obtained to any third party, nor permit use of such proprietary information by it or its staff members, agents, and employees. It shall not be deemed a violation of this paragraph if BC inadvertently or incidentally solicits such customers as a result of advertising or marketing efforts of general application.

4.2

In the course of the parties' association, each party may have access to confidential information, records, data and trade secrets relating to other's business, product(s), its customers, clients, principals, and other associates, including but not limited to the Be Compliant support service and all letters, forms, documents and notices. Such information is secret and is disclosed to the other in confidence. The parties will not, without the other's prior written consent, directly or indirectly disclose to any third person or use any such confidential information or trade secrets in violation of this Agreement. Any associates, corporation, organization, firm, company, trust or individual of which the party hereto is a member of, principal of, agent for, employee of, or otherwise, is bound by this restriction. Any violation of this paragraph shall constitute "Unfair Business Practices" under the laws of the State of California.

4.3

The parties further agree for themselves, their heirs, successors and assigns, agents, employees, and representatives that for a period of the life of this agreement, plus two (2) years from the date of the last scheduled payment under this Agreement that Client will do all things necessary to protect the positions, interests, and trade secrets of BC, and to do nothing tending to abrogate or circumvent the rights and interest of BC in connection with this transaction or any substantially similar subsequent transaction. Any associates, corporation, organization, firm, company, trust or individual of which the party hereto is a member of, principal of, officer or director of, agent for, employee of, or otherwise, is bound by this restriction. Any violation of this paragraph shall constitute "Unfair Business Practices" under the laws of the State of California.