PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the Agreement) is made and entered into as of the ___

day of ___________________, 20xx, by and between ABC Consultants (ABC), a Maryland limited liability company having offices at ____________________, and xxxx (Client), having offices at __________________. WHEREAS, Client desires ABC to provide certain professional services to Client in connection with various projects relating to its overall business strategy and ABC has agreed to provide those services to Client in accordance with the terms and conditions herein. NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter set forth, ABC and Client (the Parties, or when referred to singularly, Party) agree as follows: 1. Services to be Provided. ABC will provide certain professional services (the Professional Services) to Client relating to various projects related to its business strategy and infrastructure. The specific deliverables associated with completing the Professional Services are more fully described in various Work Orders to be executed by the Parties. The Parties agree that any and all Work Orders to be executed by the Parties are governed by all the terms and conditions contained in this Agreement, unless a term or condition of this Agreement is expressly excluded in the Work Order. 2. Personnel. ABC agrees to provide such personnel as are necessary to fully and timely perform the Professional Services (the Personnel). ABC shall identify in each Work Order all Personnel and provide a description of the background and role(s) that each of the Personnel will provide pursuant to each Work Order effort. As used herein, Personnel includes employees of ABC and independent contractors engaged by ABC to perform the Professional Services. Client acknowledges and agrees that at any time during the term of this Agreement, ABC shall have the right to temporarily reassign Personnel to other clients of ABC in order to accommodate particular needs of ABC. ABC shall be responsible for any costs associated with the reassignment of Personnel. 3. Solicitation of Personnel. Client acknowledges that ABC Personnel may have entered into agreements with ABC restricting such Personnels right to contact or solicit business from Client outside this Project. 4. Project Requirements and Assumptions. The Parties expressly acknowledge and agree that the staffing strategies, task approaches, deliverable schedules, time frames, and costs set forth in Work Orders executed by the Parties are based on the following requirements and assumptions: a. Client will provide, on an as-needed basis, access to in-house subject matter experts and other technical personnel for participation in reviews

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and discussions of business and technical issues and tasks related to the success of the Project. b. Client is responsible for completing any delegated tasks (such as completing template forms, responding to requests for information, making necessary decisions, etc.) as specified and in the time frame set forth in the Work Order(s). Client expressly acknowledges that any delays in completing delegated tasks may affect the timeline, projected completion date, and pricing of the Project. c. Work will be performed at Clients facilities, Clients vendors facilities, and ABCs facilities, as appropriate. d. For Professional Services performed at Clients facilities, Client will provide work space, telephones, conference rooms, and other office supplies and equipment for the on-site team of ABC Personnel assigned to this Project. ABC Personnel may bring equipment for use during the Project and Client agrees to provide network, server, and printer access/connectivity accordingly, which connection shall be capable of connecting ABC Personnel to their e-mail and to ABC servers. Such access will be provided prior to Project initiation. If Professional Services are performed remotely, Client will provide access and connectivity to the ABC Personnel to such Client networks and servers as are necessary to complete the Project. e. Client will provide ABC Personnel appropriate systems and security access to areas required for Project-related activities. f. Client is responsible for managing the roles and responsibilities of its own employees, independent contractors, subcontractors, and/or agents assigned to or supporting the Project. g. Either Party can request changes to a Work Order in accordance with the process set forth in Paragraph 5. The Parties acknowledge and agree that any changes to Work Orders could affect Project cost and/or the Project schedule. h. Client. i. Activities or tasks not specifically set forth in a Work Order are, by default, specifically excluded. 5. Work Order Modifications. Work Orders are based on preliminary information provided by

Changes to a previously executed Work Order may be made with both Parties written consent. Either Party may request a Work Order change in accordance with the following procedure:

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a. The Party requesting a Work Order change shall complete in full a Change Request Form, a copy of which is attached hereto as Exhibit A, which includes, among other things, a description of the change, the rationale for the change, and the effect the change will have on the Project. b. Within five business days, or within some other period of time if the Parties so agree, the Parties will review the proposed change and jointly determine (1) whether an investigation of the proposed change by ABC is warranted; or (2) whether no investigation is warranted and the proposed change is not necessary. c. If the Parties determine that an investigation into the proposed change is warranted, a duly authorized representative of Client shall sign the Change Request Form, which will constitute approval for any applicable fees and expenses ABC incurs in conducting the investigation. d. The investigation will determine the effect that the proposed change will have on the Project schedule and cost. Within five business days of completion of the investigation, Client will review the results and either approve a modification of the applicable Work Order and sanction the performance of the investigated changes or direct ABC to continue performance of the applicable Work Order as originally drafted.

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6.

Professional Fees.

Unless otherwise specified in a Work Order, the fees for ABCs services on the Project will be billed on a Time and Materials (T&M) basis. For work performed on a T&M basis, ABC will charge Client for the efforts of its Personnel according to the following schedule: Role Partners Lead Consultants/Project Managers/Architects Senior Consultants Consultants and Analysts Rate $/hr. $/hr. $/hr. $/hr.

All professional fees will be invoiced to Client weekly and will be due and payable with seven business days of presentment. Expenses are not included in rates and will be invoiced separately on a weekly basis. 7. Expenses.

Subject to Paragraph 2, Client will reimburse ABC for all reasonable travel and out-of-pocket expenses actually incurred by ABC Personnel in providing Professional Services to Client. Such expenses will include, but are not limited to: airfare on refundable tickets; meals, to be reimbursed at a per diem rate of $50 per day (and prorated as appropriate); living accommodations; hotel internet and telephone charges; and incidental travel (e.g., shuttle, taxi, mileage at standard I.R.S. rate, parking, tolls, etc.). For aspects of the Project requiring travel outside the continental United States or Canada, Client shall reimburse ABC for Business Class or better airfare and for lodging in U.S.-branded hotels. ABC shall obtain approval in writing from Client (a notation in a Work Order or an e-mail from Clients project sponsor or responsible manager being sufficient) for each trip and for the Personnel traveling thereon, and ABC shall use reasonable efforts to book lodging in either hotels with whom Client has corporate discounts (if the existence of which is made known to ABC by Client) or in hotels with equivalent rates. Finally, time permitting, ABC shall make a reasonable attempt to provide Client with a high-level estimate in the approval request that sets forth the expected total expenses associated with the trip. Expenses for all ABC Personnel will be invoiced on a weekly basis and will be due and payable within seven business days of presentment.

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8.

Confidential Information.

a. Each Party agrees to keep confidential and to use only for purposes of performing under this Agreement any proprietary or confidential information of the other Party disclosed pursuant to this Agreement, and except as otherwise permitted by this Paragraph, the terms of this Agreement and all negotiations relating thereto (but not the existence of this Agreement generally). As used herein, the term Confidential Information shall include any information, data, or material that is marked confidential; any information, data, or material that relates to a Partys business affairs, strategic directions and initiatives, legal records, trade secrets, technology, research and development, and pricing; any proprietary information of either Party; any and all proposals submitted by ABC to Client; this Agreement and all associated Work Orders and all negotiations relating thereto; and any other information that could reasonably be considered of a proprietary or confidential nature. The term Confidential Information shall not include any information, data, or material that (1) the disclosing Party expressly agrees in writing is free of any non-disclosure obligations; (2) is independently developed by the receiving Party (as evidenced by documentation in the receiving Partys possession); (3) is lawfully received by the receiving Party, which the receiving Party reasonably believes is free of any non-disclosure obligations, from a third party which the receiving Party reasonably believes has the right to so furnish such Confidential Information; or (4) is or becomes generally available to the public without any breach of this Agreement or unauthorized disclosure of such Confidential Information by the receiving Party. b. Each Party receiving Confidential Information shall treat such information as strictly confidential and shall use the same care to prevent disclosure of such information as such Party uses with respect to its own confidential and proprietary information, which shall not be less than the care a reasonable person would use under similar circumstances. ABC acknowledges that certain of the Confidential Information has been provided to Client by third parties in reliance on specific confidentiality undertakings made by Client to such third parties. Each Party receiving Confidential Information shall (1) disclose such Confidential Information to (i) only those authorized employees and directors of such Party (which in Clients case shall be deemed to include employees and directors of any of its affiliates within the Client group of companies and investment entities (the Client Group)) whose duties justify their need to know such information and who have been clearly informed of their obligation to maintain the confidential and/or proprietary status of such Confidential Information; or (ii) only those third parties required for the performance of the receiving Partys obligations under this Agreement pursuant to a written confidentiality agreement at least as extensive as the confidentiality provisions of this Agreement; and (2) use such Confidential Information only for the purposes set forth in this Agreement.

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c. The obligations set forth in this Paragraph 8 shall not apply to any Confidential Information which must be disclosed pursuant to applicable federal, state, or local law, regulation, court order, or other legal process, provided the receiving Party has given the disclosing Party prior written notice of such required disclosure and, to the extent reasonably possible, has given the disclosing Party an opportunity to contest such required disclosure at the disclosing Partys expense. d. Notwithstanding anything to the contrary in this Agreement, neither Party may disclose the terms of this Agreement and associated Work Orders (including the fees) to any third party without the prior express written consent of the other Party; provided, however, that either Party may disclose the terms of this Agreement and associated Work Orders to its affiliates, attorneys, and accountants, and to any potential investor or acquirer of a substantial part of such Partys business (whether by merger, sale of assets, sale of stock, or otherwise), or as may be required by law. e. Notwithstanding anything to the contrary in this Agreement, Client may disclose Confidential Information to any governmental agency or regulatory body having jurisdiction over any aspect of the Client Groups business upon request without providing notice to ABC. 9. Proprietary Rights/Ownership.

a. This Agreement, including all related Work Orders are proprietary to ABC. ABC submits these documents to Client with the understanding that they will be held in strict confidence and will not be disclosed, duplicated, or used for any purpose other than the evaluation of ABCs qualifications. b. All work prepared hereunder by ABC for Client or at Clients direction including, but not limited to, written reports, studies, and recommendations prepared by ABC and any and all derivative works therefrom (Work Product) is the sole and exclusive property of Client, and all items, information, and data furnished by Client to ABC in connection with ABCs performance of the Services shall remain the sole and exclusive property of Client unless otherwise expressly stated in an exhibit or Work Order. Notwithstanding the foregoing, unless otherwise agreed to in a specific Work Order the data, methods, and models of ABC, not provided by the Client, used to develop the Work Product shall remain the sole property of ABC. The Confidential Information of ABC is owned by ABC, and Client shall retain ownership of all Confidential Information of Client provided to ABC in connection with the performance of the Professional Services. c. Client acknowledges and agrees that, except as is expressly provided in Paragraph 9.b., no right, title, or interest whatsoever (express or implied) in or to any documentation, ideas, concepts, know-how, software, data processing or other techniques used or developed by ABC Personnel (either

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alone or jointly with Client) in connection with the performance of the Professional Services hereunder is transferred or granted by ABC to Client. 10. 11. Omitted. Industry Standards/Disclaimer of Warranty.

a. ABC will provide Professional Services to Client in accordance with normal industry standards. b. THE EXPRESS WARRANTIES OF ABC STATED IN PARAGRAPH 11.a. ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ABC EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING PRODUCTS OR SERVICES PROVIDED BY ANY THIRD PARTY (OTHER THAN PERSONNEL) IN CONNECTION WITH THE PROFESSIONAL SERVICES. 12. Limitation of Liability.

a. ABC offers retainer advisory and project consulting services to executives and managers who must leverage best practices and technology to meet business requirements. Recommendations to clients are based on projections and analysis of important events and announcements, key issues, technologies, products and services, business practices, and industry trends. ABC endeavors to provide its clients with opinions about the mortgage banking industry, particular companies and products, and strategic plans and initiatives (either verbally or in writing). These opinions represent ABCs best judgment given its research, knowledge of the marketplace, proprietary tools and other analysis skills. Client agrees that neither ABC nor any of its Personnel will be held liable for client actions taken based on its opinions absent fraud, gross negligence or willful misconduct. b. Notwithstanding anything to the contrary contained in this Agreement, neither Party shall be liable to the other Party for any indirect, incidental, special or consequential damages (including without limitation any damages arising from lost profits) arising in connection with this Agreement. c. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, OTHER THAN LIABILITY UNDER PARAGRAPH 8 OR RESULTING FROM FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ABCS AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE PROFESSIONAL SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO

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SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) AND INCLUDING ANY LIABITY UNDER PARAGRAPH 10 (DISCLAIMER OF WARRANTY) SHALL NOT EXCEED THE AGGREGATE FEES PAID BY Client TO ABC UNDER THIS AGREEMENT FOR THOSE PROFESSIONAL SERVICES. d. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ABC SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST DATA), EVEN IF ABC HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. e. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE FOREGOING STATES ABCS ENTIRE LIABILITY WITH REGARD TO THIS AGREEMENT AND THE PROFESSIONAL SERVICES PROVIDED HEREUNDER. THESE LIMITATIONS OF ABCS LIABILITY ARE A FUNDAMENTAL PART OF THE BASIS OF ABCS BARGAIN, AND ABC WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS. 13. Termination.

a. Termination by ABC. If any of the following circumstances occur, ABC shall have the right to terminate this Agreement by giving written notice to Client: (1) Client fails to perform any of its obligations under or otherwise breaches Paragraphs 6 (Professional Fees) or 7 (Expenses) does not cure such failure within five business days after receipt of written notice of such failure from ABC, (2) Client fails to perform any of its obligations under or otherwise breaches Paragraphs 8 (Confidential Information) or 9 (Proprietary Rights/Ownership); or (3) Client fails to perform any of its other obligations hereunder and does not cure such failure within thirty days after receipt of written notice from ABC specifying such default. b. Termination by Client. If any of the following circumstances occur, Client shall have the right to terminate this Agreement by giving written notice to ABC: (1) ABC fails to perform any of its obligations under or otherwise breaches Paragraph 8 (Confidential Information) or 9 (Proprietary Rights/Ownership); or (2) ABC fails to perform any of its other obligations hereunder and does not cure such failure within thirty days after receipt of written notice from Client specifying such default. c. Effect neither Party shall Agreement, except payments due to performed by ABC of Termination. Upon termination of this Agreement, have any further liability to the other pursuant to this that Client shall remain liable to ABC for any and all ABC hereunder with respect to Professional Services up to such date of termination, together with any and all

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expenses associated therewith which are to be reimbursed by Client to ABC, in accordance with Paragraphs 6 and 7 of this Agreement. d. Survival. Notwithstanding anything to the contrary contained in this Agreement, Paragraphs 3, 6, 7, 8, 9, 10, 11, 12, 13c, 13d, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, and 25 shall survive any termination of this Agreement. 14. Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including, but not limited to, any act of God, fire, natural disaster, accident, war, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, or any acts, omissions, or delays in acting by any government authority or by the other Party. 15. Relationship Between the Parties. ABC and Client shall at all times and for all purposes be deemed to be independent contractors, and nothing contained herein shall create or be deemed to create a joint venture, partnership, employer/employee relationship, principal/agent relationship, or any other similar association between ABC and Client or any of either Partys employees, subcontractors, independent contractors, or agents. Neither Party shall have the right to bind or obligate the other Party in any manner whatsoever. 16. Assignment. Neither Party may transfer, sublicense or otherwise assign this Agreement or any of its rights or obligations hereunder without the other Partys prior written consent, which consent will not be unreasonably withheld. Notwithstanding the foregoing, (a) either Party may assign this Agreement (1) to an entity in which the Party has a greater than 50% equity ownership interest or in which the Party has voting control; (2) to any entity that buys 50% or more of that Partys stock or all or substantially all of that Partys assets; or (3) as part of a merger, reorganization, or reincorporation; and (b) Client may assign this Agreement to any entity within the Client Group. 17. Notices. Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person; by United States mail, certified with return receipt requested, postage prepaid, addressed to the Party to whom such notice is being given at the address set forth after the signatures to this Agreement; or by national overnight private express carrier for delivery to the Party to whom such notice is being given at the address set forth after the signatures to this Agreement. All notices and communications hereunder shall be effective upon receipt. A Party may change the address to which such notices shall be given by notifying the other Party in accordance with this Paragraph of such change of address. 18. Arbitration. Any controversy, claim, or dispute arising out of or relating to this Agreement (including but not limited to questions concerning whether a matter is required to be submitted to arbitration under this Paragraph 18) shall be determined by binding arbitration; provided, however, that a Party who wishes to institute arbitration

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proceedings must first notify in writing the other party of its intent to initiate such proceedings. All such arbitration proceedings shall be conducted in accordance with the arbitration rules of the American Arbitration Association in force as of the date demand for arbitration is made. The Parties agree to abide by and be bound by all decisions and awards rendered by the arbitrator. Judgment upon such decisions and awards may be entered in any court having jurisdiction. 19. Governing Law. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Maryland. 20. Severability. Should any provision of this Agreement or part thereof be held under any circumstances in any jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement or other part of such provision, unless the unenforceable provisions are of such essential importance to this Agreement that it is to be reasonably assumed that the Parties would not have entered into this Agreement without such provisions. 21. Waivers All waivers must be in writing. The failure of either Party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving Party to enforce any other provision or right herein. 22. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. 23. Amendments. Any modification, amendment, supplement or other change to this Agreement must be in writing and signed by an authorized representative of each Party. An amendment may be made as of an effective date specified therein, notwithstanding the actual date of execution of the amendment. As used herein, the term Agreement shall include any such future modifications, amendments, supplements or other changes hereto. Additionally, any modification or change to any Work Order must be in accordance with the procedure set forth in Paragraph 5. 24. Exhibits. All Exhibits referenced herein are attached hereto and incorporated by reference and made a part of this Agreement. References herein to Agreement shall include all Exhibits. 25. Insurance. ABC will, at its own cost and expense, maintain in full force and effect throughout the term of any Work Order the insurance policies listed in Exhibit B. 26. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior

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agreements between the Parties, whether written or oral, relating to the same subject matter.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives, all as of the day and year first above written. ABC Consultants By: Print Name: Print Title: Address: Telephone: Client By: Print Name: Print Title: Addr: Telephone:

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Exhibit CHANGE REQUEST FORM

Project Name: Sub-Project Name: Prepared By: Date Submitted: Work Order Number: Requested Change In: Priority: Reason for Change: Reason Classification: If others (Explain) New Requirement(s) Changed / Additional Requirement(s) Missed Requirement(s) Feasibility / Development / QA / UAT Others Impact on Schedule: Impact on Cost: Impact on Performance (Quality): Impact on Initial Scope: Requested Change is: Absolutely necessary to achieve the desired results Scope reduction that will not impact original tasks Discretionary provides benefits beyond the original target Scope reduction that will impact original targets Scope Urgent Schedule High Budget Medium Performance Low

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Exhibit Investigation Authorized / Not Authorized (circle one):

__________________________________________ Client .

________ Date

__________________________________________ ABC Consultants

________ Date

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Exhibit B Exhibit B Required Insurance Forms of Insurance. ABC agrees to obtain and maintain and keep in full force and effect, at ABC-s sole expense, the following forms of insurance with the minimum limits stated below: Forms of Insurance Workers Compensation General Liability Automobile Liability covering all leased, owned and non-owned vehicles and, if specified in a Work Order, naming Client as an additional insured by endorsement to the policy Minimum Limits of Insurance As required by law $1,000,000 per occurrence and aggregate $1,000,000 per occurrence combined single limit for bodily injury and property damage liability.

Coverage. All insurance coverage required herein will provide primary coverage for all losses and damages caused by the perils or causes of loss covered thereby. Certificates of Insurance. Each insurance policy will be maintained with an insurer having a rating of at least an A- in the most currently available Bests Insurance Reports. Upon request, ABC will furnish Client with certificates of insurance in satisfactory form, evidencing its compliance with these provisions.

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