by and between CMP Commercial, and

, hereinafter known as Broker represents the sole agreement between the parties hereto with respect to the relationship hereby established and shall supersede and cancel all prior agreements, offers and negotiations whether in writing or otherwise.  CMP/Commercial may amend this Agreement and any provisions against whom such amendments or waiver it seeks to be enforced.  CMP/Commercial and Broker hereby agree as follows:

TERM OF AGREEMENT
This Agreement shall remain in full force and effect until terminated by CMP/Commercial as provided for herein. Either party may terminate this Agreement with respect to future mortgage applications submitted by Broker to CMP/Commercial and/or its investors at any time by giving prior written notice of termination to the other party. Such termination shall not in any respect change, alter, modify or terminate the obligations of any party, including the representations and warranties of Broker with respect to mortgage loans submitted by Broker prior to the date of such termination.

AUTHORITY TO ENTER INTO AGREEMENT
If a corporation, Broker is a corporation, and if a partnership or limited liability company, Broker is a partnership or limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Broker is properly licensed, or is exempt, and qualified to transact business in all jurisdictions where it originates mortgage loans and to conduct all activities contemplated by this Agreement. Specifically, Broker attests and agrees that it is duly licensed in those states where licensure is required to conduct lending activities secured by commercial real property in those states, including residential properties with five or more living units, mixed use properties with a commercial component and other commercial property types.

Broker has all requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and any related agreements and instruments and the consummation of the transactions contemplated hereby and thereby, each have been duly and validly authorized by all necessary corporate action.

No representation, warranty or written statement made by or on behalf of Broker in this Agreement or the Broker Application, or in any written or verbal communication made to CMP/Commercial in connection with the transactions contemplated hereby, contains, or will contain, any untrue statement of a material fact or omits, or will omit, to state a material fact necessary to make the statements contained herein or therein not misleading.

Broker may not assign this Agreement or any of its duties, obligations or rights hereunder without the prior written consent of CMP/Commercial. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto and their successors and permitted assigns, any rights, obligations, remedies or liabilities.

AUTHORIZATION
Upon execution of this Agreement by CMP/Commercial, CMP/Commercial hereby authorizes Broker to submit commercial loans to CMP/Commercial and/or its investors based upon CMP/Commercial’s lending programs, pricing information and lending guidelines as published and amended from time to time.

Broker agrees to deliver to CMP/Commercial and/or its investors commercial loan applications taken by Broker and/or brokers agents and employees in full compliance with applicable state and federal law.

Nothing herein contained shall be deemed or construed to create a partnership, agency or joint venture between the parties hereto. The services of Broker shall be rendered as an independent contractor and not as agent for CMP/Commercial or its investors, and Broker shall not represent to applicants that is an agent for CMP/Commercial. This Agreement creates a non-exclusive relationship between the parties.

Broker agrees that upon completion and approval of the Mortgage Broker Application Package of which this Agreement is a part, Broker shall submit and process said mortgage loans to the best of its ability and such loans shall be free from any fraud or material misrepresentation of fact that could render the loan unacceptable to CMP/Commercial or its or investors.

Broker shall be entitled to negotiate with and receive from loan applicants reasonable compensation for its services payable at time of closing. These services may include taking the loan application, counseling, loan processing, assisting applicants to satisfy underwriting and closing conditions and other loan origination activities, with the exception of the following:

Ordering appraisals. Appraisals shall be ordered and obtained by CMP/Commercial or its investors exclusively. Loan applicants shall incur the cost of these services in advance.
Environmental reports and inspections. Environmental reports and inspections will be ordered and obtained by CMP/Commercial or its investors exclusively. Loan applicants shall incur the cost of these services in advance.
Closing. CMP/Commercial or its investors will close all loans exclusively in accordance with its internal policies and procedures.
Broker shall accurately disclose the amount of any such compensation charged to applicants at closing on the Broker Demand issued to CMP/Commercial or its investors and on the HUD-1 Settlement Statement. Arrangements for third party charges to applicants shall be the sole responsibility of Broker.
Broker agrees to execute and deliver all such instruments and take all such action as CMP/Commercial, its lenders and/or investors reasonably request from time to time in order to effectuate the purposes and to carry out the terms of this Agreement.

FRAUD AND MATERIAL MISREPRESENTATION
Broker agrees to submit each mortgage application in compliance with the requirements of this Agreement and all applicable legal requirements. Broker hereby attests and agrees that it shall not conceal or cover up any circumstances or conditions with respect to any mortgage application or the related mortgaged property or loan applicant that Broker reasonably believes could be expected to cause the mortgage loan to become delinquent or adversely affect the value or marketability of such mortgage loan. Broker shall commit no act or omission that will impair or invalidate CMP/Commercial’s interests or the interests of its investors in, or the enforceability of any mortgage loan. All information and documents submitted by or on behalf of loan applicants to Broker and by Broker to CMP/Commercial, and/or investors pursuant to this Agreement are genuine and the information contained in such documents is true, accurate, and complete to the best of Broker’s knowledge.

Broker represents and warrants that it has adequate procedures in place to monitor the activities of its sales staff and any others involved in the origination of loans, including but not limited to mortgage brokers, account executives, loan processors, loan closers, administrative staff and others whether directly or indirectly employed by or associated with broker. Broker shall report any such instances of fraud or misrepresentation to CMP/Commercial including but not limited to: false, forged and/or altered documents and verifications; false or misleading statements;

NOTIFICATION
Broker shall notify CMP/Commercial promptly in the event of any substantial change in the financial condition, ownership or management of Broker. Broker shall notify CMP/Commercial immediately if Broker knows or has reason to believe that any information in any mortgage application or other document delivered to CMP/Commercial or investors is untrue or if any government or other agency has made any adverse finding or taken any adverse actions with respect to Broker or its officers, directors or employees.

PRIOR COMMUNICATION WITH APPLICANT
In the event that CMP/Commercial has made contact with or has an established relationship with Broker and/or Broker’s client as it relates to this specific transaction or for purposes of submitting loan applications and/or placement of such loan(s), that occurred within 90 days prior to the date of this Agreement, CMP/Commercial reserves the right in its sole discretion to conduct business directly with Broker’s client or indirectly through its account executives, branch offices or brokers relative to such prior contact. As of the date of this Agreement, neither CMP/Commercial or the Account Executive assigned to this specific transaction, as reflected above has any knowledge of such prior relationship or contact. However a lack of such prior knowledge on the part of CMP/Commercial, its branch offices, affiliates, account executives, brokers and/or investors will not act to nullify the rights of CMP/Commercial to pursue such business relationship with Broker’s client under the terms of this Agreement.

PURPOSE AND LIMITATION ON USE
Any and all information provided by Broker and/or its client shall be used for the specific purposes of seeking financing on behalf of Broker and its clients in accordance with the terms and the conditions of this Agreement, unless otherwise agreed to by the parties hereto.

NON-CIRCUMVENTION
CMP/Commercial, its branch offices, brokers, account executives, affiliates and/or agents do hereby agree not to solicit Broker’s client directly for the purposes of any loan transaction submitted under this Agreement, unless otherwise allowed under this Agreement or any subsequent Agreement between the parties hereto whether verbal or written. Such direct contact as authorized by Broker shall not result in any action by Broker as it relates to a breach of the Agreement. Additionally, Broker hereby agrees that Broker shall not contact CMP/Commercial’s investors directly for any purpose other than the submission and origination of loans in accordance with this Agreement. In no event shall Broker make such contacts for any unauthorized purpose including circumventing CMP/Commercial, its branch offices, brokers, account executives, affiliates and/or agents in an attempt to avoid payment on any loans submitted through its wholesale or retail origination network or under any flow agreement negotiated with its investors.

REMEDIES
In addition to any other remedies that the parties hereto may have at law or equity, Broker shall indemnify CMP/Commercial, or investors harmless against any and all claims, losses, liabilities, costs, expenses, damages, penalties, fines and forfeitures of any kind, including but not limited to reasonable attorney’s fees, resulting from: (a) the breach by Broker of any representation, warranty or covenant of this Agreement; (b) or the failure of Broker to comply with applicable legal requirements or CMP/Commercial’s requirements. In the event that Broker fails to pay CMP/Commercial any sums due hereunder, or that are owed to CMP/Commercial pursuant to this section, CMP/Commercial shall be permitted to offset such sums from any amounts that are due or become due to Broker pursuant to the terms of this Agreement.

If either party institutes litigation under this Agreement against the other party, the prevailing party shall be entitled to be reimbursed by the other for reasonable attorney’s fees and costs paid or incurred by the prevailing party in connection therewith.

This Agreement shall be governed by and construed in all respects according to the laws of the State of Florida, county of Broward where the corporate office of CMP/Commercial is located.

ACKNOWLEDGMENT
IN WITNESS WHEREOF, I/we the undersigned do hereby agree to be bound by the terms and conditions stated in this Agreement as evidenced by my/our signatures below.
CMP/COMMERCIAL  INC.  BROKER