Fixedmortgagehouseloan Tag Homes Fixed Mortgage House Loan Administrative Services and Technology Sharing AgreementÐÐÕþ¹ÜÀí·þÎñ¼°¼¼Êõ¹²ÏíЭÒé - ÖÐÂÉÍø

ADMINISTRATIVE SERVICES AND TECHNOLOGY SHARING AGREEMENT

This Administrative Services and Technology Sharing Agreement (the "Agreement") is effective as of _________,_________,_________(M/D/Y) (the "Effective Date") by and between AAA, INC., a _________(city) corporation (the "Client"), and CCC, INC., a _________(city) corporation ("CCC").

A. The Client is a newly-formed, majority-owned subsidiary of CCC. CCC's Openclose Division has developed, in cooperation with Fannie Mae, a Web site whereby participating mortgage lenders, brokers and vendors can exchange lender product and pricing information, automated underwriting data and borrower application information in a neutral environment. This Web site, (the "Openclose Web Site") is designed to expand the availability of important and useful underwriting information, which results in faster transactions, cost savings for borrowers, brokers, and lenders by eliminating unnecessary paperwork, and improved communications between lenders and brokers. CCC has transferred a co-ownership interest in the Openclose Web Site to the Client. The Client also provides custom versions of the Openclose Web Site to mortgage lenders and brokers for use in their own names ("Private Label").

B. The Client believes that it may be more efficient to "outsource" certain administrative, management and technology support related functions, thereby providing the Client with access to higher quality and more sophisticated level of support at a lower cost because of the ability to "share" the cost with other customers of the "outsource" provider. Of course, the Client, desiring to be a stand-alone business, will retain other administrative and management functions "in-house" where it is necessary for the "core business" and is more cost effective or is otherwise more desirable.

C. The Client desires to have access to and the use of certain assets of which CCC is the owner or licensee.

D. The Client also desires to engage CCC to perform certain technology services including Web hosting and source code development services.

NOW, THEREFORE, the parties hereto agree as follows:

1. MANAGEMENT AND TECHNOLOGY SERVICES.

(a) ENGAGEMENT. The Client hereby engages CCC to provide the following services:

(i) FINANCIAL AND ACCOUNTING MATTERS. CCC shall maintain Client's general ledger, accounts receivable and accounts payable records, and fixed asset records and provide billing and collection services. CCC shall also prepare or cause to be prepared Client's federal, state and local tax returns, and financial statements. CCC shall also provide, or cause to be provided, to Client payroll services, including assistance with regulatory compliance matters. CCC shall maintain all past accounting, tax and payroll records until such time as such records shall be disposed of in accordance with applicable legal requirements and CCC's normal record disposal policies.

(ii) INSURANCE MATTERS. CCC shall provide or cause to be provided to Client insurance with the coverage, insurers, and maximum deductibles set forth on SCHEDULE 1(a)(ii). All such insurance policies shall add Client as an additional named insured and such insurers shall be required to provide Client with no less than 5 days prior written notice of any change or cancellation of any such insurance. In the event of any such potential change which may have a materially adverse affect on the Client, or in the event of potential cancellation, Client shall be entitled to secure replacement insurance at its own cost.

(iii) EMPLOYEE BENEFITS MATTERS. CCC shall provide or cause to be provided administrative services necessary to the provision and maintenance of customary employee benefits, including without limitation the Client's 401(k) Plan, medical, dental, vision, and life insurance programs, and stock option plan, and to the extent feasible, will permit the employees of the Client to participate in CCC's 401(k), insurance and stock option plans.

(iv) LEGAL SERVICES. CCC shall provide Client with all legal services reasonably requested by Client which CCC in-house counsel currently provides to CCC in the ordinary course of business.

(v) FACILITIES MANAGEMENT SERVICES. As to the office space described in Section 5, CCC shall provide Client with all facilities management services that CCC currently provides in the standard course of business in office space occupied by CCC. CCC shall provide Client with the use of computer equipment currently used in the Openclose Business.

(vi) IT SERVICES. CCC shall provide certain general information technology services and infrastructure including assistance with, installation, and maintenance of telephonic and computer equipment. As to the office space described in Section 5, CCC shall also provide Client with the use of CCC's existing and future telephone automatic call distribution networks and systems and email systems. CCC shall provide such technical support and maintenance as Client reasonably requests for Client and its clients and licensees for the Software (as defined in the License Agreement) and the Openclose Code. Client will not be charged for revisions or updates provided under the License Agreement.

(vii) WEB HOSTING AND MAINTENANCE OF OPENCLOSE WEB SITE. CCC will provide Web hosting services for the Openclose Web Site pursuant to the Web Hosting Agreement attached as EXHIBIT A. In consideration of hosting the Openclose Web Site, Client shall pay to CCC $5,000 per month, or such other amount negotiated from time to time and stated in the Web Hosting Agreement, commencing with the month following the last month of a three-consecutive-month period in which Client has positive net income, as reflected on the monthly financial statements prepared by or for Client.