PARTIAL MEMBERSHIP AGREEMENT This Partial Membership Agreement the Agreement dated

PARTIAL MEMBERSHIP AGREEMENT This Partial Membership Agreement (the “Agreement”), dated as of ___________, 2008, is made and entered into by and between Real Estate Membership Company, LLC, an Arizona limited liability company ("REMCo") and ____________________________________("Member"). REMCo and the Member are sometimes referred to herein collectively as the "Parties" and individually as a "Party." RECITALS A. REMCo members in good standing that choose to close real estate purchase and sale transactions using the REMCo program are entitled to substantially reduced or waived escrow fees and lender closing costs. REMCo members are not obligated to use the real estate service providers participating in REMCo’s membership program; however, in order to obtain discounted or waived service fees and closing costs through the REMCo program, REMCo members must elect to use participating service providers and comply with the terms of this Agreement. Member desires to obtain the benefits of a partial REMCo membership including, but not limited to, discounted or waived fees and closing costs. The Parties now desire to set forth the terms and conditions, which shall govern Member’s participation in the Partial REMCo program and his or her membership. B. C. D. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements, covenants and conditions herein contained, the Parties do hereby agree as follows: 1. Agreement. Member agrees to fully comply with the terms of this Agreement in exchange for a partial membership in the REMCo program (the “Partial Membership”), and REMCo grants the Partial Membership to Member, subject to Member’s full compliance with all terms and conditions of this Agreement. 2. Membership Term. The Partial Membership shall become effective as of the Effective Date (as defined herein) and shall continue in force for the ensuing twelve-month period thereafter (a “Membership Year”) after which the Partial Membership will automatically expire without any further action on the part of Member, unless the Parties agree, in writing, to a renewal thereof prior to the expiration date. For purposes of this Agreement, the term “Effective Date” shall mean the date of this Agreement, or the date on which Member closes its first real estate transaction using the REMCo program, whichever is later. 3. Membership Fee. Member agrees to pay REMCo a membership fee in the amount of One Thousand Dollars ($1,000.00) per year (the “Membership Fee”) for each Membership Year. The Membership Fee for each Membership Year shall be paid in strict accordance with the payment terms of this Agreement. The Membership Fee shall be subject to increase at the end of each Membership Year. 4. Payments. Payment of the Membership Fee for the first Membership Year shall be due and payable to REMCo upon the closing of the Member’s first transaction using the REMCo program. In the event the Member and REMCo agree upon an extension of the Partial Membership, Member shall pay the Membership Fee for the new Membership Year within thirty (30) days of the renewal of the Partial Membership. 5. Partial REMCo Program. REMCo members with a partial membership that are in good standing shall be entitled to receive discounted and/or waived fees and closing costs when they elect to close any Arizona real estate transaction, whether as a buyer or seller, through real estate service providers participating in the REMCo program (each a “REMCo Provider”) including, but not necessarily limited to the following: (as applicable) A. Buyers: will be entitled to receive: (i) “no cost” mortgage loans at competitive interest rates,1 (ii) fifty percent (50%) discount on title fees (including Buyer’s portion of all customary escrow fees, standard title insurance policies and endorsements), and (iii) unlimited number of transactions per Membership Year. Sellers: will be entitled to receive: (i) fifty percent (50%) discount on all Seller’s customary title fees (including escrow fee, owner’s policy of title insurance, B. 1 REMCo is not a mortgage lender or broker, and therefore is not responsible for setting or negotiating loan terms or interest rates for its members. REMCo cannot guarantee that Member will qualify, be approved and/or funded for any particular loan at any particular rate. Member shall be solely responsible for selecting a participating lender from the REMCo Provider list and for agreeing to the terms of his or her loan. Page 1 of 3 endorsements, reconveyance and tracking fees), and (ii) unlimited number of transactions per Membership Year. C. Refinancing: active REMCo members may also receive: (i) No cost refinancing of any properties purchased through the REMCo program,2 (ii) fifty percent (50%) off of all customary title fees (including escrow fee, owner’s policy of title insurance, endorsements, reconveyance and tracking fees) for qualifying refinance transactions, and (iii) unlimited number of refinance transactions per Membership Year. NOTE: All references to “closing costs” herein shall exclude any applicable pre-paid deposits required by Member’s lender to set up Member’s impound account, which may include deposits for property taxes, homeowner’s insurance and/or mortgage insurance. REMCo members shall be responsible for negotiating in their transactions, whether as buyer or seller, the use of a title company that is participating in the REMCo program in order to receive the title-related discounts. REMCo MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT REMCo MEMBERS WILL BE ABLE TO USE A PARTICIPATING TITLE COMPANY IN EVERY TRANSACTION. 6. Participating Service Providers; No Obligation to Use. The REMCo Providers that are currently participating in the REMCo program are listed on Exhibit-A attached hereto, and are sorted by their respective business. AT NO TIME WILL MEMBER EVER BE OBLIGATED OR ENCOURAGED BY REMCo TO USE ANY OF THE REMCo PROVIDERS FOR ANY PARTICULAR TRANSACTION. To the extent Member elects to use a REMCo Provider to obtain the benefits of the Membership, Member shall be responsible for contacting and selecting the REMCo Provider(s) of his or her choice, as needed, from the current list of participating REMCo Providers. 7. No Affiliations, Partnerships or Joint Ventures. REMCo is not a corporate affiliate of any of the participating REMCo Providers, nor is REMCo a partner or member of a joint venture with any of the participating REMCo Providers. As such, REMCo shall not be responsible for any acts or omissions of any of the participating REMCo Providers. Member acknowledges and agrees that it shall be Member’s responsibility to decide whether or not to do business with any of the participating REMCo Providers. 8. Real Estate Broker Disclosure. REMCo and/or its managing member is/are licensed real estate broker(s) in the State of Arizona. 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws provisions. 10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. Neither this Agreement, nor any term or provision contained herein, may be amended or waived except by a written document signed, in the case of an amendment, by both Parties and, in the case of a waiver, by the Party against whom the waiver is sought to be effective. 11. Severability. If any provisions of this Agreement are deemed invalid, illegal or unenforceable, same shall not affect the validity, legality or enforceability of the remainder of this Agreement; it being intended that all rights and obligations of the Parties hereto shall be enforceable to the fullest extent permitted by law. 12. Assignments. This Agreement may not be assigned by either Party without the prior written consent of the other Party. Any attempt to assign this Agreement without obtaining such consent shall be deemed null and void. 13. Mediation; Arbitration. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules. If the dispute cannot be settled through negotiation or mediation, the parties agree to submit the dispute to arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 14. Attorneys' Fees. In any action or proceeding is brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover its costs and fees related thereto including, without limitation, its reasonable attorneys' fees, in addition to any other available remedy. 2 REMCo is not a mortgage lender or broker, and therefore is not responsible for setting or negotiating loan terms or interest rates for its members. REMCo cannot guarantee that Member will qualify, be approved and/or funded for any particular loan at any particular rate. Member shall be solely responsible for selecting a participating lender from the REMCo Provider list and for agreeing to the terms of his or her loan. Page 2 of 3 15. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original with the same effect as if the signatures were upon the same document, and all of which combined shall constitute one and the same Agreement. Signed counterparts of this Agreement may be delivered by facsimile. IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date set forth above. “REMCo” Real Estate Membership Company, LLC, an Arizona limited liability company By:__________________________________ Andy McDonald Its: Manager and Member “MEMBER” By:__________________________________ Name:_______________________________ (Printed) By:__________________________________ Name:_______________________________ (Printed) H:\7957\PARTIAL MEMBERSHIP AGREEMENT.doc Page 3 of 3 EXHIBIT-A LIST OF PARTICIPATING REMCo PROVIDERS