Recitals

1. The Real Estate Broker may establish accounts at Irwin Union Bank for the purpose of processing real estate transactions.

2. Real Estate Broker grants Irwin Union the right to provide Account information to the Title Company or Escrow Consultant and to permit Title Company or Escrow Consultant to take necessary action regarding the Accounts as outlined below.

3. Real Estate Broker for the purpose of this Agreement must be licensed by the appropriate Department of Real Estate or other applicable state agency based upon the state in which they do business.

4. Real Estate Broker grants Irwin Union the right to provide Account information by what ever method requested including, but not limited to; electronic transmissions, by phone, fax or in person to Virtual Escrow Title Technology Solutions, LLC or such 3rd party (as may be designated) for all account transactions in order to provide the services requested by Real Estate Broker to the Title Company.

Irwin Union, Real Estate Broker, and Title Company or Escrow Consultant agrees as follows:

1. All Recitals are incorporated into this Agreement and are made a part of the Agreement.

2. Establishing Accounts - Real Estate Broker can establish Accounts at Irwin Union by contacting any Irwin Union Relationship Manager and following the ordinary Irwin Union process and procedures for account opening.

3. Terms of Account - The terms, as outlined in this Agreement, will supplement and supersede (where inconsistent) the terms of Irwin Union's account agreement with Real Estate Broker for each account.

4. Disclosing Account Information - Real Estate Broker authorizes Irwin Union to transact business in the following manner with Title Company or Escrow Consultant:
a. Send, disclose or otherwise provide Title Company (and any third party designated by Real Estate Broker or by Title Company) with all information available regarding each Account including, but without limitation, periodic statements, check images, returned items, information on stop payment requests, positive pay reports, and wire activity.

5. Stop Payment Requests - Real Estate Broker is responsible to place all stop payments needed either though Desktop Banking or utilizing stop payment forms provided by Irwin Union.

6. Title Company or Escrow Consultant Authority - If in Irwin Union's sole discretion, Irwin Union determines that a Real Estate Broker is no longer transacting business or reachable in order to conduct business, Irwin Union may accept all necessary instructions from Title Company or Escrow Consultant in order to complete the real estate transaction and may accept instructions from Title Company to close an account and shall not be liable to Real Estate Broker for following such instructions.

7. Verifying Account Instructions - If Irwin Union is unclear as to whether an Account instruction or transaction is authorized, it may confirm the authenticity of the instruction or transaction by placing a call to, or otherwise communicating with, the Real Estate Broker, any authorized signer on the Account or any person Irwin Union reasonably believes to be a representative of the Title Company or Escrow Consultant.

8. Conflicting Instructions - If Irwin Union receives conflicting instructions from the Real Estate Broker and Title Company or Escrow Consultant regarding a transaction, it will notify the Real Estate Broker and Title Company or Escrow Consultant regarding the conflict and on its sole discretion, may refuse to process the transaction until after noon on the third business day. At that time, Irwin Union may act upon the instructions of the Real Estate Broker, without regard to any conflicting instructions by the Title Company or Escrow Consultant.

9. Liability of Limitations - Irwin Union is not liable to Real Estate Broker, Title Company or Escrow Consultant in connection with Irwin Union's services under this Agreement, except to the extent a loss is caused by Irwin Union's gross negligence or willful misconduct. Irwin Union assumes no obligation to Real Estate Broker for the actions or omissions of the Title Company or Escrow Consultant, Virtual Escrow Title Technology Solutions, LLC or any Third party vendor used by Real Estate Broker or the Title Company or Escrow Consultant. Irwin Union assumes no obligations to Title Company or Escrow Consultant for the actions or omissions of Real Estate Broker. Irwin Union will not be responsible under any circumstances for special, indirect, or consequential damages, or any part thereof which incurs as a result of Irwin Union's actions or omissions, even if Irwin Union is aware of the possibility for such damages.

10. Indemnity and Hold Harmless - Real Estate Broker, Virtual Escrow and Tile Company or Escrow Consultant agree to indemnify, defend and hold Irwin Union, its directors, officers, employees and agents, harmless from and against any claim, damage, loss, liability and cost (including, without limitation, attorney's fees) of any kind, which results directly or indirectly, in whole or in part, from Irwin Union's actions or omissions, if they are in accordance with the terms of this Agreement.

11. Amending Agreements - Real Estate Broker and Title Company or Escrow Consultant agree to be bound by the terms set forth in this Agreement. The terms may not be amended without prior written consent of Irwin Union. Irwin Union may add to, delete or change these terms by sending the new terms with 30 days prior written notice to Real Estate Broker and Title Company or Escrow Consultant.

12. Termination of Agreement - Any party may terminate this Agreement as to one or more of the Accounts by sending a written notice 10 days prior to termination to all parties involved.

Irwin Union may terminate the Program with or without cause by providing a written notice to Real Estate Broker and Title Company or Escrow Consultant 10 days prior to termination.

The parties agree that this written agreement incorporates all of the agreements and that there are no other agreements verbal or otherwise than are a part of this agreement.

This Agreement may be signed in counterparts and will be effective as of the date first listed above.

Signed and Agreed:

"Real Estate Broker/Legal Entity"

Legal Name: _____________________________________

By: _____________________________________________

Printed Name: ____________________________________

Title: ___________________________________________

"Title Company or Escrow Consultant"

Legal Name: _____________________________________

By: _____________________________________________

Printed Name: ____________________________________

Title: ____________________________________________

Irwin Union Bank, FSB

By: _____________________________________________

Printed Name: ____________________________________

Title: ____________________________________________

DEPOSITORY PROCEDURES

All escrow accounts affiliated with ____________________________ ("Title Company or Escrow Consultant") will have an identification code on the bank's deposit system. At the Account Title Level each account will be labeled as follows:

Trust Account Labeling General Account Labeling
Company Name Company Name
Escrow Division Trust Account General Account
Title Company or Escrow Consultant - Virtual Escrow Company address
Title Company or designated address City, State & Zip Code
City, State & Zip Code

Wires:
" Incoming Wire Confirmations will be set-up by the Wire Department to be faxed to a designated phone line.
" Incoming Wire Notification is also available for verification in the Desktop Banking System.
" Wires Transfers may be initiated through a secured Direct File Transmission uploaded for processing by the Wire Department.
" Wires Transfers may be initiated through Desktop Banking with Real Estate Broker assigning user capability based upon their sole discretion.
" As an additional option, Real Estate Broker will have access to calling wire transfers into our Customer Service area using PIN identification.

Returned Items:
" Return Items will be set-up for a fax notification to a designated phone line (Title Company or Escrow Consultant).
" Deposited items will be automatically recleared upon first return and chargedback against the account of deposit if returned a second time.
" Unless otherwise instructed, chargedback items will be set-up to be mailed directly to the Title Company or Escrow Consultant.
" Chargedback item amount will be available to view on Desktop Banking.

Check Cashing:
" If a payee comes to bank counter to cash a Real Estate Broker escrow check customer check, Irwin Union standard check cashing rules will apply.
" No manual checks are issued on any Real Estate Broker escrow account, alert message to be established at account level.
" For same day issued items, contact __________________ of __________________ ("Title Company" or "Escrow Consultant") to confirm issuance.

Stop Payments:
" Stop Payments can be placed directly on Desktop Banking and does not require a faxed or mailed copy.
" Stop Payment can be placed by submitting a completed Stop Payment request form.
" Confirmation is available immediately through Desktop Banking.
" Stop Payments are placed for a 6 month term with no auto renewal.

DEPOSITORY PROCEDURES

Positive Pay Files:
" IUB will transmit BAI II File daily to Virtual Escrow through an automated transmission
" Virtual Escrow will generate an Exception Item Report from the BAI II File and will forward the report to the Title Company Unit or Escrow Consultant.
" Title Company Unit or Escrow Consultant will notify the Real Estate Broker of the Exception Items.
" Real Estate Broker will answer Exception Items "pay" or "no pay" dispositions through Desktop Banking daily no later than 11:00 AM PST.
" If disposition is not input to Desktop Banking by the designated cut-off time; disposition will revert to RETURN default decision.

Cashiers Check:
" The Real Estate Broker may forward to the bank a Cashiers Check request in writing and signed by an authorized account signer.
" If in Irwin Union's sole discretion we have determined that a Real Estate Broker is no longer transacting business or reachable in order to conduct business. Irwin Union will look to Title Company for all necessary instructions in order to complete the real estate transaction including closure of accounts.

Real Estate Broker confirms receipt of the Irwin Union Bank Depository Agreement, Depository Procedures.

"Real Estate Broker/Legal Entity"

Legal Name: _____________________________________

By: _____________________________________________

Printed Name: ____________________________________

Title: ___________________________________________

Date: ___________________________________________