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Manhattan Mitigation Corp.
1250 Broadway Suite 2401
New York, N.Y. 10001
PHONE: 212-542-2002 FAX: 212-542-2038

                                WORKING AGREEMENT

The undersigned homeowner (referred to as “Client” whether one or more employs
Manhattan Mitigation Corp., (referred to as MMC), to act as Client’s agent in assisting
Client to resolve difficulties, delinquency, and/or foreclosure situations with the client’s
mortgage(s). Although MMC cannot in any way guarantee a specific resolution, MMC
agrees to act as such agent faithfully and to the best of its ability to avoid a potential
foreclosure for the property located at:
Address: ___________________________________Unit: ___________
City: ______________________________________ State: ___________ Zip:

APPLICATION: Client represents that the information given MMC both verbally and in
writing relative to the mortgage and/or foreclosure situation is complete and accurate
including reasons for delinquency, mortgagee’s name, account number, terms, status, and
amount of the mortgage indebtedness. The Client affirms that information provided on
the Application can be verified as true and accurate by documentation provided by the
          By NOT marking “X” in this box, client is informing MMC that NO loan
modification has been performed in the last 12 months by any institution.

SOLUTION: “Solution” as used in this Working Agreement is defined as the act,
method or processing of solving a problem, the answer to a problem, explanation,
clarification, etc. A solution may consist of but not be limited to rate modification, a
change from an adjustable rate loan to a fixed rate loan, balance modification, repayment
plan or forbearance, partial claim, lowering of monthly payment, term extension, waiver
of late charges, arrearage added to balance, and postponement of foreclosure sale. Where
applicable, a resolution with the use of an informal forbearance, formal sale, compromise

sale, deed-in-lieu, and, only if in the interest of the Client, any other program as may
become available.

CHARGES: Upon completion of its services as defined herein, MMC will charge a
fee one (1%) percent of the current mortgage balance(s) including any arrearage, with a
minimum fee of $1,950 should the balance be lower than $195,000 (“Fee”). The total fee
as of today’s date, this ______day of _____, 200__, is $___________. If MMC is unable
to obtain any Solution as mentioned above, client will receive a refund of the fee as
provided herein, providing the fee is paid in full. Notwithstanding the foregoing, Client
understands and agrees that after MMC has fully completed performance of its services
as defined in the within agreement, client shall pay MMC a non-refundable processing
fee in the amount of $525.00. Payment can be made via credit/debit card, bank wire,
money order, or certified check.


Client has been advised, understands and acknowledges that this Agreement shall in no
way be construed to be a retention of legal services ordinarily provided by an attorney.
Client further understands and agrees that in the event it becomes necessary or advisable
for Client to obtain the advice and/or services of an attorney to protect the subject
premises and/or the client from the consequences of a default on their mortgage
including, but not limited to a deficiency judgment, foreclosure, breach of contract claim,
penalties, loss of credit rating, or otherwise, Client shall undertake to obtain said services
on their own accord and MMC., its successors and/or assigns shall in no way be held
liable for Client’s failure to obtain same.

CLIENT RESPONSIBILITIES: Client understands that any breach of the
responsibilities may withdraw the refund clause. Client agrees not to contact their lender
during the period covered by this Working Agreement and understands that if contacted
by lender, to explain that client has sought the advice of an office for loss mitigation
services unless otherwise instructed by MMC. Client agrees not to compromise or make
any agreement as such could inhibit MMC’s ability to obtain a solution or client forfeits
the fee(s).
Client understands that it must maintain constant communication with MMC. “Constant
Communication” shall include, but is not limited to, the Client’s commitment to respond
to phone calls or written communication within a forty-eight (48) hour period of time. It
is the Client’s responsibility to maintain access to a facsimile machine and/or e-mail so as
to facilitate the rapid transfer of documents. MMC will maintain accurate records of all
requests and attempts to contact the Client and will suspend all work on behalf of Client
should they fail to respond to MMC for a period of eight (8) days. Client understands
that any correspondence received in connection to his/her mortgage must be immediately
forwarded to our office during the loss mitigation process.
MMC does not provide legal advice or services regarding responding to any court
documents and an attorney should be consulted as to how to respond to court documents.
Client further understands and acknowledges that MMC and its agents are not authorized
representatives of the Lender(s) nor do they have an affiliated business relationship
Client understands that any certified mail received during our involvement with the case
must be claimed promptly.
Client has indicated that the mortgage debt is not under any current bankruptcy
proceedings with the U.S. Bankruptcy Court.
Client understands all claims for a refund must be made within ninety (90) days of
enrollment. This contract may ONLY be cancelled by WRITTEN notification to
Manhattan Mitigation Corp., within five (5) business days of the date of this contract.


Client understands and agrees that the following is a complete list of services that MMC
has promised to perform on behalf of client:

       A. Request, obtain, package and submit to lender(s) all documentation required by
       the lender(s) to determine Client’s eligibility for a solution. Said documentation
       shall include, but not be limited to a financial profile, asset and liability statement,
       hardship letter, and/or proof of income or employment.

       B. Prepare and submit to lender(s) any supporting documentation MMC and its
       agents deem appropriate to effectively negotiate a solution on client’s behalf,
       including but not limited to justification letters, comparable sales, appraisals,
       and/or credit reports.

Client understands that any disputes in this contract shall be governed by the laws of the
State in which the premise is located if said State legislation requires same. In the event,
no such legislation exists; client understands that any disputes in this contract shall be
governed by the laws of New York. Client further agrees that any dispute hereunder shall
be resolved by binding arbitration, where enforceable. Client agrees that by signing this
document that this is a binding contract and both parties must adhere to the terms.

While MMC and its agents represent that they will make their best effort to obtain a
satisfactory solution for Client, Client understands and acknowledges that the ability of
MMC and its agents to negotiate and/or procure said solution is dependent on many
various factors including but not limited to the financial ability and/or hardship of the
client, the Lender(s) willingness to negotiate, and the general marketplace. Client further
understands that by retaining MMC and/or its agents to act on Client’s behalf, there is no
claim or guaranty that their efforts to negotiate a solution will be successful. Client
further acknowledges that they have not relied on any promises made by MMC and/or its
agents to obtain any said solution from the Lender(s), only that MMC and/or its agents
shall make their best efforts. Client further acknowledges that by signing this agreement
that have not been induced or advised by MMC in any way to interfere with or fail to
fully comply with the terms of their mortgage. Client understands and agrees that upon
completion of its services as hereinbefore defined, MMC shall have no further obligation
to Client and there shall be no further recourse between the parties.


In the event that any one or more of the provisions contained herein shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this agreement, but this
agreement shall be construed as if such invalid, illegal or unenforceable provisions had
never been contained herein, unless the deletion of such provision or provisions would
result in such a material change so as to cause completion of the transactions
contemplated herein to be unreasonable




Manhattan Mitigation Corp. or anyone working
for them CANNOT guarantee you that they will be able to
refinance your home or arrange for you to keep your home. Continue
making mortgage payments until refinancing, if applicable, is approved.
You should consult with an attorney before signing this contract.
If you sign a promissory note, lien, mortgage, deed of trust, or
deed, you could lose your home and be unable to get it back.


This agreement sets forth the entire understanding between Client and Manhattan
Mitigation Corp. and supersedes all prior representations whether written or oral by either

Executed this __________ day of _________________, 200__

Client Signature:

Print Name:

Client Signature:

Print Name:


                              ESCROW AGREEMENT

This Escrow Agreement is entered into by and between:
, residing at                                                      (hereinafter
“Depositor”); Manhattan Mitigation Corp., having a principal place of business at 1250
Broadway Suite 2401; New York, N.Y. 10001 (hereinafter “Beneficiary”); and Peter J.
Goodman, Esq., PC, having a principal place of business at 535 Broadhollow Road; Ste
B45; Melville, New York 11747 (“Escrow Agent”). The Depositor, the beneficiary, and
the Escrow Agent are hereinafter collectively referred to as the “Parties.”

1. The Depositor shall deliver to the Escrow Agent the Required Escrow Amount of
                    ($         .00) dollars.

2. Within two (2) business days of receipt of the Required Escrow Amount or additional
funds pursuant to the Agreement, the Escrow Agent shall place the Required Escrow
Amount in an Attorney IOLA non-interest bearing account (“Escrow Account”) at the
State Bank of Long Island; Farmingdale, New York (“Depository Bank”). All funds
delivered by the parties to the Escrow Agent shall be deposited and held by the Escrow
Agent in the Escrow Account.

3. The Escrow Account shall be opened with the signature of the Escrow Agent
indicating that checks drawn against the Escrow Account shall be signed by the Escrow
Agent and by no other person. Disbursements shall be made from the Escrow Account
in accordance with the terms of this Escrow Agreement.

4. The Escrow Agent shall maintain a record of all deposits, income, disbursements, and
other transactions concerning the Escrow Account.

5. The Escrow Agent shall make disbursements of the Escrow Account funds only as

       (A) Escrow Agent shall continue to hold the amount deposited until receipt of
       written evidence by beneficiary that a solutions package has been submitted
       to the depositors’ lender(s) in accordance with the terms set forth in the
       Working Agreement. Written evidence shall include a cover letter by beneficiary
       to the lender(s) which includes, but is not limited to the appropriate loan
       number(s), premises address and lender(s) information in addition to proof that
       same was delivered via electronic mail, facsimile, regular or certified mail. If
       there is any dispute as to whom Escrow Agent is to deliver the amount deposited,
       Escrow Agent shall hold the sum until the Escrow Agent is in receipt of written
       authorization and direction from both parties to release the Escrow Account
       Funds or until parties' rights are finally determined in an appropriate action or
       proceeding or until a court orders Escrow Agent to deposit the down payment
       therein. If Escrow Agent does not receive a written authorization from the parties
       as herein-stated, or if an action or proceeding to determine the parties’ rights is
       not begun or diligently prosecuted, Escrow Agent is under no obligation to bring

       an action or proceeding in court to deposit the sum held, but may continue to hold
       the deposit.

       (B) The Escrow Agent shall have no liability or obligation with respect to the
       Escrow Account funds except for Escrow Agent’s willful misconduct, bad faith,
       or gross negligence. The Escrow Agent shall be under no duty to: (a) pass upon
       the adequacy of any documents; (b) determine whether any of the Parties are
       complying with the terms and provisions of this Escrow Agreement; or (c)
       determine the identity or authority of any person purporting to be a signatory
       authorized by the Parties.

       (C) The Escrow Agent may conclusively rely upon, and shall be protected in
       acting on, a statement, certificate, notice, requisition, order, approval, or other
       document believed by the Escrow Agent to be genuine and to have been given,
       signed, and presented by a duly authorized agent of any of the parties. The
       Escrow Agent shall have no duty or liability to verify any statement, certificate,
       notice, requisition, order, approval or other document, and its sole responsibility
       shall be to act only as expressly set forth in this Escrow Agreement. The Escrow
       Agent shall not incur liability for following the instructions contemplated by this
       Escrow Agreement or expressly provided for in this Escrow Agreement. The
       Escrow Agent shall be under no obligation to institute or defend any action, suit,
       or proceeding in connection with this Escrow Agreement, unless first indemnified
       to its satisfaction.

       (D) The Escrow Agent may refrain from taking any action, other than keeping all
       property held by it in escrow if the Escrow Agent: (a) is uncertain about its duties
       or rights under this Escrow Agreement; or (b) receives instructions that, in its
       opinion, are in conflict with any of the terms and provisions of this Escrow
       Agreement, until it has resolved the conflict to its satisfaction, received a final
       judgment by a court of competent jurisdiction (if it deems such action necessary
       or advisable), or received instructions executed by all parties.

6. The Escrow Agent is a separately retained party and the parties acknowledge that
Escrow Agent is entitled to a fee of two hundred ($200.00) dollars compensation to be
deducted from any fee due and owing to the beneficiary under the same terms and
conditions as the Agreement between the Depositor and Beneficiary entitled “Working
Agreement.” The Escrow Agent is authorized to compensate itself from Escrow Account
funds in accordance with the said terms of this Agreement or any other Agreement
authorizing same.

7. All notices, certifications, authorizations, requests, or other communications permitted
or required to the Escrow Agent under this Escrow Agreement shall be delivered as

To the Escrow Agent: Peter J. Goodman, Esq., PC
                     535 Broadhollow Road; Suite B45
                     Melville, New York 11747

8. This Escrow Agreement constitutes the entire agreement between the Parties relating
to the holding, investment, and disbursement of the Escrow Account funds.

9. This Escrow Agreement shall be governed by and be construed and interpreted in
accordance with the laws of the State of New York without giving effect to the conflict of
laws principles thereof.

10. This Escrow Agreement may be executed in any number of counterparts, each of
which shall constitute an original, and all counterparts shall constitute one Agreement.

11. In the event that any party to this Escrow Agreement commences a lawsuit or other
proceeding relating to or arising from this Escrow Agreement, the Parties agree that the
courts of the State of New York excluding any federal court sitting therein, shall have the
sole and exclusive jurisdiction over any such proceeding. The Parties agree to: (a) waive
any objection to such venue; (b) submit to the jurisdiction of the courts so specified; and
(c) accept service or process to vest personal jurisdiction over them in these courts.

12. To the extent any provision of this Escrow Agreement is prohibited by or held
invalid under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Escrow Agreement.

13. This Escrow Agreement shall terminate, and the Escrow Agent shall be relieved of
all liability, after all funds in the Escrow Account have been properly disbursed in
accordance with the terms and conditions of this Agreement.

Whereof the parties sign their names this             day of                , 20

Signed in the presence of:

____________________________     ____________________________
Manhattan Mitigation Corp., Depositor

Peter J. Goodman, Esq., P.C.
Escrow Agent

The Escrow Agent is presently holding the sum of                       ($      .00)
dollars in escrow pursuant to separate Agreement(s) between the parties hereto.

The undersigned hereby authorizes the Escrow Agent to release the sum of
($          .00) dollars from the Escrow Account directly to the following party(ies):

 Na             me: Manhattan Mitigation Corp
              Address: 1250 Broadway Suite 2401; New York, N.Y. 10001

Dated this        day of             , 200   .



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