Date: __________________________




  1. WHEREAS, the undersigned lender (herein "the Lender") wishes to attract more loan applications for commercial mortgage loans, and

  2. WHEREAS, Blackburne & Brown Mortgage Company, Incorporated, doing business as C-LoansTM, (herein "C-Loans") owns an internet site that attracts a large number of mortgage brokers, real estate brokers and potential commercial mortgage loan applicants;


NOW, THEREFORE it is hereby agreed that -

  1. C-Loans will post on its web site the Lender's commercial mortgage rates and loan terms and will make these rates and terms available to the public for free; and

  2. C-Loans will provide potential borrowers, mortgage brokers and real estate brokers with an internet platform for applying directly to the Lender for a commercial mortgage; and

  3. The relationship between the parties shall be strictly limited to that of a publishing company (C-Loans) and an advertising client (Lender).  Loan applications will go directly to the Lender, and C-Loans shall have no duty, obligation or right to assist in the processing of these applications.  Notwithstanding the fact that another division of C-Loans is separately a commercial mortgage broker and direct commercial lender for its own portfolio, it is specifically agreed that C-Loans is not providing the services of a mortgage broker or a correspondent to the Lender; and

  4. The Lender agrees to review and respond to all loan applications within two business days and to process the loan applications in a prompt and diligent manner.   This agreement may be cancelled at the Lender at any time; and

  5. In consideration for providing the advertising services described above, the Lender promises to pay to C-Loans within 10 banking days of the closing of the loan a contingent advertising fee of 3/8ths of one point on any loan application or internet lead first provided to the Lender by C-Loans; and

  6. In the event that a dispute should arise out of this agreement, at law or in equity, the parties hereby agree to resolve said dispute according the the Rules of the American Arbitration Association.  The sole and exclusive venue shall lie in Sacramento, California.  The prevailing party shall be entitled to arbitrator's fees, arbitration costs and legal costs, but not attorney's fees.

  7. This writing represents the entire agreement between the parties.  No other agreement, oral or written, express or implied, shall be admissible.


LENDER:          __________________________             BLACKBURNE & BROWN
                           __________________________             MORTGAGE COMPANY, INC.

                           __________________________             ______________________
Print Name:      __________________________             George Blackburne, III
Title:                  __________________________              President