NONCIRCUMVENTION, NONDISCLOSURE AND FEE AGREEMENT**3% TOTAL FEES OF THE PURCHASE PRICEThis Non-Circumvention, Non-Disclosure and Compensation Agreement ("Agreement") is by and betweenthose Parties set forth below in the signature lines at the end of this Agreementdated as of the latter signatory'sdate. The Parties shall collectively be referred to as the "Parties," and individually referred to as a "Party."RECITALSThe Parties have engaged in and are continuingto engage in discussions relating to a potentialsale bySeller and the purchase by Buyer of one or moreportfolios of realestateownedproperties, performing ornonperforming real estate notes, and other similar and related assets (collectively the 'Transaction"), During thecourse of the discussions,a Party may have become and may continue to become privy to, have access to, receiveor inspect certain information,documents,analyses,proprietary information,pricing schedules,strategies,customerinformation, financial andbusiness information relating tothe other Parties and its/their business, assets,operations, guidelines, prospects,customer information, products, administration, loan portfolio source information,or financialcondition,and other matters which the Parties deem confidential. The information exchanged betweenthe Parties is hereinafter collectively referred to as the "ConfidentialInformation."AGREEMENTNOW, THEREFORE, in consideration of the mutual covenants made herein and for other good and valuableconsideration,the receipt and legal sufficiency of which are hereby acknowledged,the Parties agree as follows:1. Confidentiality. The Parties agree not to use any of the Confidential Information for any purpose otherthan the pursuit of the Transaction. Except as otherwiseexpresslyprovidedherein,the Parties agree that theConfidentialInformation will be kept confidentialby the Parties and their respective directors, officers, employees,members, agents, partners or representatives, including without limitation anyaccountants, attomeys, andfinancial advisors ("Representatives"). The Parties may disclosethe Confidential Informationto their respectiveRepresentatives who need to know such information for the purpose stated herein and who are informed of theconfidential nature of the Confidential Information and agree to abide hereby. The Parties agree that they will not,and will direct their respective Representatives not to, disclose to any person any Confidential Information withouttheprior written consent of the Partymakingdisclosure ofConfidential Information. NoPartyorits /theirRepresentatives shalldisclose to any person the fact that the Parties have receivedany of the ConfidentialInformation. The Party receiving Confidential Information will be responsible for any breach of this Agreement by itsRepresentatives. Each Party agrees, at its own expense, to take all reasonable measures,including but not limitedto courtproceedings, to restrain its Representatives from unauthorized disclosure or use of the ConfidentialInformation and shall be responsible for any breach of this Agreement by its Representatives. No Party shall, withoutthe express prior written consent of the other Party, use or permit the use of the other Party's name, or represent orimply that it is affiliated with, authorized by, or in any way related to the other Party.2. Non-Interference. Without the prior written consent of the other Party,neither Party shallmake anycontact of any nature with any loan portfolio sources, financial sources, target or underlying entities or parties for anypurpose in conflict with the business intentions of the other Parties or their Representatives with respect to theTransaction. Specifically (a) neither Party nor its Representatives willvisit, initiate discussions with, solicit, orotherwise directly or indirectly contact the other Party's purchasing or financing partner for this Transaction, (b) noParty nor its representatives will physically visit, initiate discussions with, or otherwise directly or indirectly contact theSeller's source for the purposeof acquiringfrom the Seller's sourceof any assets, and (c) no Party nor itsRepresentatives willuse the Confidential Informationto divert or attempt to divert any business relationshiportransaction between the other Parties or theirlits financial partners or sources.3.Exclusions. Confidential Information shallnot include, and this Agreement shallnot apply to,anyinformation which: (a) is or becomes generally available to the public, without violation of any obligation ofconfidentiality by any of the Parties, (b) becomes available to any of the Parties on a non-confidential basis from asource that the Party knows or reasonably believes is not prohibited from disclosing such Confidentialinformation tothe Parties under any legal, contractual, or fiduciary obligations, or (c) is independentlydeveloped by any of theParties without use, directly or indirectly, of the ConfidentialInformation received from the any other Party. If any ofthe Parties becomes legally obligated,or receives a subpoena or other legal demand, to disclose any ConfidentialInformation, such Parties shall, if legally permissible, notify allother Parties in writingimmediately, and shallcooperatein good faith with the Party seeking to protect the Confidential Informationin any effort by such Partyto seek a protective order or other appropriate remedy, and shall use commercially-reasonable efforts to protect theconfidential,privileged and proprietary status of the ConfidentialInformation.BUYER BUYERREP FACILITATOR wb SELLERREPPage 1of4NON-CIRCUMVENTION, NON-DISCLOSURE AND FEE AGREEMENT4. No Representations or Warranties. Each Party acknowledges and agrees that: (a) neither it nor any ofits directors, officers, members, stockholders, partners, affiliates, employees, attorneys, or agentshas made orherein makes any express or impliedrepresentation or warranty as to the accuracy or completeness of theConfidential Information(b) neither Party is entitled to rely on the accuracy or completeness of the ConfidentialInformationand (c) each Party shallrely solely on the representations and warranties made to it by any otherParty in any agreement regarding the Transaction entered into hereafter and not on the accuracy of the ConfidentialInformation provided in connection with this Agreement. All copies of Confidential Information shall be returned tothe disclosing Party immediately upon its request.5. Remedies. In the event of any breach of this Agreement,the non-breaching Party shall be entitled to anyand all remedies providedin law or equity.Any and all such remedies shall be cumulative, and not exclusive.Nevertheless,the Parties agree that in the event of a breach or threatened breach by any of the provisions of thisAgreement, the Party seeking to protect the Confidential Information has no adequate remedy in money damagesand, accordingly, without the requirement to post a bond, shall be entitled to seek an injunction against such breachand/or to compel specificperformance of this Agreement, in addition to any other legal or equitableremediesavailable to it.6. GeneralProvisions. No failure or delay in exercising any right hereunder will operate as a waiver thereof,nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of anyother right. In the event of litigation or arbitration relating to this Agreement, the prevailing Party shall be entitledto recover reasonable attorneys'fees and costs. This Agreementmay be executed in counterparts, each of whichshall be deemed an original for all purposes and all of which shall together constitute a single agreement binding onall Parties. This Agreement(a) shall be governed and construed according to the laws of the State of California inthe jurisdictionof the Rio Vista, California courts (b) may not be assigned by either Party without the prior writtenconsent of the other, which may be withheld in such Party's sole and absolute discretion (c) is the entire agreementbetween the Parties and supersedes all prior and contemporaneous oral and written agreements and discussions,and (d) may be amended only by an agreement in writing. The terms of the recitals are included herein is part of theAgreement.Time is of the essence of this Agreement.7. Interpretation. It is the purpose of this Agreement to protect the Confidential Information and to ensurethat the Parties have adequate remedies andare compensated as aresult of disclosure of ConfidentialInformationand/or interference with business relationships disclosed as a result of the Transactioncontemplatedhereunder and to set forth the parties agreement for Compensationshould the Parties complete the Transaction.The Parties intend that the scope, enforceability and enforcement of this Agreement be interpreted broadly to protectthe use and exchange of the ConfidentialInformation,to prevent any Party hereto from circumventing the other bymaking use of such Confidential Information which would serve to interfere with the other Party's ability to receivecompensationarising out of its participation in the process leading to the Transaction, and to prevent any Party tothis Agreement from going directly to the other Party's sources of information, financing, partners, or businessentitiesor personsbeing represented by any such Parties,and therefore circumventing any Party'sright to becompensatedfor being a procuring cause of the Transactioncontemplated hereunder. The Parties direct a courtenforcingand/orinterpretingthis Agreement to enforce and interpret this Agreement as broadly as possible tofurther such goal and protect such interests. This Agreement has been the consequence of negotiations between theParties, and is not to be interpreted or construed in favor of, or against either Party.ACKNOWLEDGEMENT**3%TOTAL FEES OF THE PURCHASE PRICEIT IS AGREED BY THE UNDERSIGNEDTHAT THIS ACKNOWLEDGEMENT AND AGREEMENT WILL APPLYTOALL TRANSACTIONS BETWEEN THE INDICATEDBUYER AND SELLER.INCLUDING AFFILIATES.ASSOCIATES OR ASSIGNEES. FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF EXECUTION ORCOMPLETIONOF ANY TRANSACTION BETWEEN THE PARTIES. AN EXECUTED COPY OF THIS DOCUMENTSHOULD BE SUBMITTEDBY THE SELLER TO THE ESCROW AGENT PERFORMINGTHE CLOSING OF ANYTRANSACTION CONTEMPLATED BY THIS DOCUMENT PRIOR TO CLOSING. FAILUREBY THE BUYER TOPROVIDE SUCH COpy WITH ITS INSTRUCTIONTO THE ESCROW AGENT TO DISBURSEINDICATED FEESFROM CLOSING WILL RESULT IN BUYER RESPONSIBILITY FOR LEGAL RAMIFICATIONS OF THESEIRREVOCABLE FACILITATOR! MANDATEI REP FEES.BUYER BUYERREPwbFACILITATOR SELLERREPPage 2of4NON-CIRCUMVENTION, NON-DISCLOSURE AND FEE AGREEMENTFEE DISCLOSURES:SELLERWlLLPREPARE FINAL FEE AGREEMENT BASED ON THE INSTRUCTIONS BELOW:3% TOTAL FEES (BUYER MANDATEIREP, FACILITATOR, and SELLERSREP)3%(BUYER MANDATEIREP,FACILITATOR, and SELLERS REP) TO BE OUTLINED ON TIIIS FEE AGREEMENT ANDPAID THRU BUYER'S ESCROW. THE BUYER CONFIRMS THAT THE ESCROW OFFICER SHALL AUTOMATICALLYTRANSFER FUNDS AS DIRECTED INTO EACH BENIFICIARY'S DESIGNATED BANK ACCOUNTS WITH SAME DAYBANK WIRE THE DATE OF CLOSING OF ESCROW AND/OR COMPLETION OF EACH TRANSACTIONDURING THECONTRACT TERM PLUS ANY EXTENSIONS AND/OR ROLLOVER OF THE SPECIFIED CONTRACT. FOR THEPURPOSE OF CLARITY, THE BUYER CONFIRMS THAT THE CLOSING AND COMPLETION OF EACH AND EVERYTRANSACTIONSHALL BE DEEMED TO TAKE PLACE WHEN PAYMENT IS MADE TO SELLER BY BUYER.FURTHERMORE, BUYER ACKNOWLEDGESTHAT THE FOLLOWING BUYER FEES ARE IRREVOCABLEFEES FORTHE TERM OF rms NCND/ FEE AGREEMENT FOR THE USE OF THE INTRODUCED SELLER FACILITATOR & BANKSOURCING ENTITIES.ALL FEESTOBE PAIDAT CLOSEOFESCROW**1.0% BUYERREPRESENTATIVE**1.0% FACILITATOR**1.0% SELLERREPRESENTATIVE**3%TOTAL PAID BY BUYEROF THE NET PURCHASE PRICEBANKINGINSTITUTION INFORMATIONTO BE DISCLOSED BY BANK SELLER ATTORNEY AFTER POF VERIFIEDBUYERLOI &POF INFORMATION TO BE SENT TO SELLER OF RECORD.TO BE SUBMITTED& POF VERIFIEDBY SELLERATTORNEYBUYERREPRESENTATIVE'S NAME (Entity) 1 Percent (1.0%) BUYERAddress AddressCity, State Zip City, State ZipPrint Name AuthorizedSignature Print Name AuthorizedSignatureDate DateSELLER REPRESENTATIVE'S NAME (Entity) 1 Percent (1.0%) FACILITATOR (Entity) 1 Percent (1.0%)National Association of REO Brokers, Inc.Address Address305 Spyglass DriveCity, State Zip City, State ZipRio Vista, California 94571Print Name AuthorizedSignature Print Name AuthorizedSignatureWalter BarnestIJ~/3~Date Date1112/2011Page 3of4BUYER'SENDORSEMENTThis Irrevocable Non-Circumvention, Non-Disclosure and Fee Agreement (NCND & FA) has been lodged with us andishereby executed and will belodged with escrow and will beperformed fully as per instructions above.Agreed,BUYER NAMEPrintBuyer's NameBUYER'S SIGNATUREDate:NOTARYPUBLICSTATE OFCOUNTY OF))- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - )On, -----', before me, "Notary Public personally appeared____________________ and , personally known tome (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to thewithin instrument and acknowledged to me that he/she/they executed the same in hislher/their capacities, and that byhislher/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument.WITNESS my hand and official seal.Signature X _ Date:Page 4 of4 (ON COMPANY LETTER HEAD) Letter Of Intent to Purchase Date: RE: Purchase ofLocation: Buyer Name: This is a Letter of Intent to order and purchase a custom order package in the amount stated below meeting the criteria listed below. This Letter of Intent is not an offer, option, or contract and shall be considered nonbinding on all parties. The purpose of this Letter of Intent is to convey the basic deal points under which we would consider moving forward to a binding Purchase Agreement. Only a mutually agreed upon Purchase Agreement shall constitute as binding. Seller agrees to keep Buyers offer and financial wherewithal confidential, and not publicly disclose the contents of the Due Diligence Materials, the existence and/or terms of this Letter of Intent, the Purchase Agreement and the transaction contemplated hereby pursuant to the terms of a separate Non-Circumvention, Non-Disclosure and Fee Agreement. This LOI will expire 10 days from date above unless the Seller provides to the Buyer the Letter of Asset and Letter of Authorization pertaining to this transaction by the above date. Purchase Amount: Price Point: Best price available, not to exceed 60 percent Escrow Agent: Buyer will use Seller's escrow agent. Title to held in: _______________________________________ ENTER THE NAME THE TITLE IS TO BE TAKEN IN To close on or before: Company Name: Address: City, State, Zip:Business Phone: Cell Phone: Fax Number: Authorized Buyer: Title: Authorized Signature: _______________________________ [~D:t~ ORDER FOrRM II FACILITATOR CONTACT INFORMATIONCompany NameNational Association of REOBrokers, Inc.I Contact Name Walter BarnesPhone707-374-3635Buyer's InformationThisProfileFormisgoodforill days,withtheexceptionofdelayedclosing.Company NameFinancial InformationTitlePurchase Amount of REO I $AddressCity, State, ZipFrequency11Business PhonerWeekly rMonthly rQuarterly-Cell PhoneI:POF~ryes rnoIFax NumberAuthorizedBuyer Source of Funds~Signaturer Cash rLineof Credit rLoan Hard Money..-- .-"Buyer's Representative Information Account Executive InformationName NameAddress AddressCell Phone Cell PhoneEmail Email-Quality of property youareinterested in Property InformationrNo Rehab rModerate Rehab r MixedrLittle Rehab rMaior Rehab rUnknownrResidential rCommercial rBothStates youareinterested inr AL rAK r AR rAZrCAr CO r CTLTVplus feesrOC rOE rFLrGA rHI rIA rIDrIL IINrKS rKYrLA rMArMOrME IMI r MN r MS rMO I MTrNC rNO r=NE r NH r NJ r: NM rNV r NY%rOH rOKr OR r PArRI r SC ISO rTN rTX rUTrVT rWArWI rwvProperty Type For Residential Individual Asset Value Ranges - Residentialr 0- $50,000 r$500K-$750K r$5MM+rSFR r2-4Units rManufacturedr$50K-$100K r$750K-$lMMrTownhome r Condo rMobile Home r$100K-$200K r$lMM-$2MMr$200K-$500K r$2MM-$SMMProperty Type for Commercial Individual Asset Value Ranges - Commercialr RetailrShopping Centerr Industrialr0- $50,000 r: $500K-$750K r$5MM+rOffice rSenior HousingrLandr $50K-$100K r$750K-$lMMr $100K-$200K r$lMM-$2MMr Multi Unit r Health Care r Hotel/Motelr$200K-$500K r$2MM-$5MMOrders areon"first come- first serve" basis, Everyeffort Willbemadetofill theorder but there IS noguarantee of order fulfillment. (ON BANK LETTER HEAD) BANK LETTER Buyer Name and Company has been a client in good standing since _________________ and has the capacity to enter into a purchase as per the contractual agreement. Buyer Funds are seasoned and unencumbered. (BUYER DOES NOT NEED TO ENTER A DOLLAR AMOUNT OR AN ACCOUNT #) Sincerely, ____________________________________ BANK REP SIGNATURE ____________________________________ CONTACT INFORMATION AND EXT #