LoanTrade Inc.

LoanTrade Inc. is pleased to exclusively present our client's portfolio of non-performing residential first mortgage loans. The Seller is a regional commercial bank
located in the eastern US.

CONFIDENTIALITY AGREEMENT FOR REVIEW OF ASSETS
$ 3,788,078

LoanTrade Inc. ("LoanTrade") in its capacity as broker for its Clients ("Seller") will from time to time make available portfolios of certain assets ("Assets") for sale to potential investors ("Investor" or "Investors"). In connection therewith, LoanTrade will permit the review and inspection of documents, files and other information ("Confidential Information") relating to the Assets upon receipt by LoanTrade of this Confidentiality Agreement signed by an Investor. Confidential Information may include economic, commercial, marketing, financial and customer information that is confidential and/or proprietary in nature and in exchange for the above information and other good and valuable consideration, the parties agree:
      Section 1. PURPOSE. The Investor agrees that this Confidentiality Agreement is executed for the benefit of LoanTrade and Seller with respect to whose Assets Confidential Information is provided. Investor's review and inspection of the Confidential Information shall be for the sole purpose of determining whether or not to submit a bid to purchase some or all of the Assets. Investor agrees that its review and inspection shall be on its own behalf and not as an agent, representative or broker of any undisclosed party.
      Section 2. NON-DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION.
      (a) Investor agrees that, except as set forth below, all Confidential Information shall be used by Investor solely for the purpose stated in Section 1 hereof. Investor further agrees not to disclose any of the Confidential Information, including the name of Seller without prior written consent of LoanTrade to any third party other than to (i) its employees, officers, and directors (including those of its affiliates), (ii) its agents and representatives, including attorneys, accountants and financial advisors, (iii) insurance and reinsurance firms, or (iv) credit rating agencies (collectively, "Representatives") (A) whose review is necessary for proper evaluation by Investor, (B) who are informed by Investor of the confidential nature of Confidential Information and (C) who are provided with a copy of this Agreement and agree in writing to be bound by the terms of this Agreement.
      (b) The term "Confidential Information" shall not include information which: (i) is already known to Investor from other sources known by Investor not to be subject to any confidentiality obligations (ii) is or becomes generally available to the public other than as a result of a disclosure by Investor or any of its Representatives or (iii) is required to be disclosed by law or by regulatory or judicial process.
      (c) In the event Investor or any of its Representatives fails in any respect to comply with its obligations under this Agreement, Investor shall be liable to LoanTrade and Seller for breach of this Agreement. In addition, LoanTrade may in its discretion refuse to consider a bid from the Investor on the Assets.
      (d) Nothing in this Agreement shall preclude the exercise of any other right, power or remedy available to LoanTrade or Seller under law or in equity. No forbearance, failure or delay in exercising any such right, power or remedy shall operate as a waiver thereof or preclude its further exercise.
      Section 3. DUPLICATION. Investor shall not make any reproductions other that handwritten summaries or notes and self-generated computer records, of any item of Confidential Information without prior written consent of LoanTrade. If Investor decides not to submit a bid or if the transaction is otherwise not consummated by Investor, Investor and its Representatives will immediately destroy all Confidential Information and all copies, reproductions, computer records, notes, summaries, analyses, or extracts of Confidential Information in Investor's possession or in the possession of any of its Representatives. Upon request of LoanTrade, Investor will certify that the requirements of this Section have been satisfied.
      Section 4. CONTACT WITH DEBTORS AND OTHERS. The Investor agrees not to communicate directly or though a third party without the written permission of LoanTrade, with: (a) any debtor, guarantor, debtor's or guarantor's accountant or attorney relative to any Asset, (b) employees or officers of the Seller, or (c) regulatory authorities responsible directly or indirectly for the federal, state, or local supervision of Seller.
       Section 5. TERMINATION. The restrictions in this Agreement shall terminate as to any Assets acquired by Investor provided, however, that any claim by LoanTrade or Seller based on a breach of this agreement occurring prior to such acquisition shall survive the acquisition unless waived by LoanTrade or Seller, as applicable, in writing. The terms and conditions of this Agreement shall remain in full force and effect as to any Assets requested for review by, but not acquired by Investor.
      Section 6. ATTORNEY FEES. Either party may enforce its rights, powers and remedies accorded hereunder by suit or suits in equity or in law, whether for specific performance of any obligation, condition, covenant or agreement contained herein, or for damages, or by equitable remedy as it may deem advisable to protect and enforce its rights, power and remedies set forth herein and, the party that does not prevail shall be liable for all the prevailing party's expenses and costs, including but not limited to reasonable attorney's fees, associated herewith.
      Section 7. HOLD HARMLESS PROVISIONS. The terms, conditions, and other information presented by LoanTrade in connection with this transaction were provided to LoanTrade by Seller. LoanTrade makes no representation as to the accuracy of this information. LoanTrade cannot guarantee the performance of Seller.
      Section 8. INDEMNITY. Investor shall protect, defend, indemnify and hold harmless LoanTrade and Seller, their partners, officers, directors, agents and representatives against any and all claims, demands, actions, damages or liability (including attorney's fees) of any kind or nature, resulting from, arising from or occasioned in whole or in part by the negligence of either you or a Representative in use of the Confidential Information.
      Section 9. ENTIRE AGREEMENT. This Agreement represents the entire agreement between Investor, LoanTrade and Seller relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by Investor or its Representatives.

IN WITNESS HEREOF, a duly authorized representative of Investor has executed this Agreement as of the date set forth below.

Company Name: ____________________________
By: ____________________________
Printed Name & Title: ____________________________
Date of Execution: ____________________________
Street Address: ____________________________
City: ____________________________
State/Zip: ____________________________
Phone#: ____________________________
Fax#: ____________________________
E-Mail: ____________________________

Return to: LoanTrade Inc., 370 W. Camino Gardens Blvd., Suite 300, Boca Raton, FL 33432    FAX (561) 417-5662     PHONE (561) 417-5002