Date: __________________________




  1. WHEREAS, the undersigned company (herein "the Advertiser") owns a web site visited frequently by real estate investors, and

  2. WHEREAS, Blackburne & Brown Mortgage Company, Incorporated, doing business as C-LoansTM, (herein "C-Loans") owns an internet site that provides an on-line commercial mortgage loan application system, and

  3. WHEREAS, C-Loans wishes to attract more commercial mortgage borrowers to its system;


NOW, THEREFORE it is hereby agreed that -

  1. The Advertiser will post a banner, button or hyperlink on its site directing viewers interested in commercial mortgages to C-Loans; and
  2. C-Loans will pay to the Advertiser a contingent advertising fee of 1/8th of one point on any closed commercial mortgage loan generated by the Advertiser's site; and

  3. Upon reasonable notice and at the Advertiser's sole expense, the Advertiser shall have the right to audit the books and records of C-Loans pertaining to closed loans at the the offices of C-Loans; and

  4. This agreement may be terminated by either party at any time; and

  5. 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.

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


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

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