rendered as trustee and holding agent for the title of the real estate and other services rendered in safely keeping the assets of said corporation, the said bank shall be paid an annual fee of one-tenth of one per cent. on the said corporation's equity value of outstanding contracts. It shall be paid the further sum of fifty cents per deed for the receiving of title and fifty cents for each and every deed it shall be required to draw and execute in favor of people whose contracts shall have been fully paid; and shall be forthwith and at once reimbursed for any and all funds it may be required to advance by way of recording or releasing fees. A collection fee of fifteen cents per item of collection shall be paid said bank, which charge covers receipt of payment, record entry of same, distribution of loan payments and furnishing party of the first part with statement of same; and any and all services rendered because of any default in carrying out the provisions hereof shall be compensated for on the basis of services made necessary and performed because thereof.

Floating indebtedness-Limitation.

(e) The said corporation shall not be permitted to incur a floating indebtedness in excess of three thousand dollars ($3,000.00), at any time while said preferred stock or any portion of the same is outstanding, without the prior written consent thereto of The Bank having been obtained. The said corporation shall within thirty days after the close of each calendar year cause a complete audit of its accounts, including the operations of the preceding year, to be made by an auditor selected by second party or sanctioned by it, and furnish two copies of the said audit to second party. The second party shall be permitted at any time to make an audit of the company's books and accounts by an auditor selected and paid for by it, and to that end shall have full and complete access to all books and records of said corporation.

Expenses-Payment.

9. The said party of the first part shall pay all expenses in connection with the issuing and stamping of the said preferred stock, and a reasonable compensation to counsel of party of the second part in connection with the approval of the proceedings. taken to authorize and issue the said preferred stock and the drawing of any and all papers necessary or incident thereto, and all other matters necessary or properly incidental to the carrying out of the provisions of this contract, and also to qualify said stock with the securities commission of the state of Indiana.

Concerning issue, sale and delivery of preferred stock.

10. All of said preferred stock as herein provided for shall be issued as of the time herein before specified, and all of the same shall be delivered to the bank as an entire issue, and shall bear interest from the date herein specified at the rate of six per cent. per annum; provided, however, that proper credit shall be given to said corporation by the bank in such manner that it shall be chargeable and responsible only for interest or dividends at the rate of six per cent. per annum from the date of the actual sale by the underwriter of said preferred stock or any portion thereof and the actual placing of such fund or funds as shall have been procured by such sale to the credit of said corporation and on and after the actual sale thereof and receipt of the sale price thereof. This bank commitment shall be only to sell said stock as rapidly as possible and immediately turn over the receipts of such sale to the company.

11.

Binding extent.

Said party of the first part agrees and binds itself to fully and completely ratify all the provisions of this contract which to it in any manner pertain.

In Witness Whereof, the corporate parties hereto have caused their corporate names to be signed and their respective seals to be affixed by their respective duly elected, qualified and acting officers, this

day of

Realty Corporation,

Attest:

STATE OF INDIANA,

19-.

COUNTY OF MARION.

I,, secretary of the

Realty Corporation, hereby

certify that the foregoing is a true and correct copy of contract

between The

Bank and the

Realty Corporation.

Agreement With Trustee Supplemental to Underwriters Agreement With Real Estate Corporation (The

Preamble-Existing conditions and purposes.

Whereas, The contracting parties hereto have hitherto entered into an agreement, whereunder and by virtue of which TheBank has undertaken and has obligated itself to purchase under certain terms and conditions, as an underwriter, a preferred stock issue of one hundred thousand dollars ($100,000.00) of the Realty Corporation; and,

Whereas, Among the provisions of the underwriting agreement covering the purchase of said preferred stock certain conditions are laid down which necessitate the appointment of The Bank as a trustee, to hold certain assets of the Realty Corporation and perform certain duties and obligations with reference thereto :

Now, therefore, in consideration of the foregoing premises and in order to carry into full force and effect the mutual agreements of the parties hereto hitherto entered into, and in further consideration of the mutual obligations as hereinafter set out, it is agreed by and between the parties as follows, to wit:

Trust fund created and maintained.

1. There shall be paid by the

Realty Corporation into the hands of The Bank, as trustee, and said sum at all times held by the said bank as trustee, for the use and benefit of the Realty Corporation, and subject to all the provisions of this agreement and the underwriting agreement entered into. by and between the Realty Corporation and The Bank, the sum of approximately one hundred forty thousand dollars

($140,000.00), and such additional sums as may be added to said specific sum as hereinafter provided and as also provided in said underwriting agreement herein referred to. Said sum and such additions as may be made thereto shall constitute the capital investment of said corporation and said sums or the proceeds of its investment shall continue to be held in trust as herein provided by the said trustee until all the preferred stock of said corporation as herein referred to shall have been retired, together with any and all accrued dividends thereon; and for all of the purposes of said trust title thereto shall vest in said trustee, subject to the provisions of this agreement and the said underwriting agreement. Of the said sum fifty thousand dollars ($50,000.00) shall be placed in the hands of The Bank, in cash, at the time and under the circumstances as established in said underwriting agreement referred to, which said underwriting agreement is hereby made, so far as it shall apply, a part of the terms and conditions of this contract. Of the remaining ninety thousand dollars ($90,000.00) specifically mentioned, the same shall be placed in the hands of The — Bank, trustee, as rapidly as the preferred stock in the aggregate sum of one hundred thousand dollars ($100,000.00) of said company is disposed of and the purchase-price thereof received by The Bank, underwriter. It shall be the duty of the trustee to see to it that the said capital sum of approximately one hundred forty thousand dollars ($140,000.00) is at all times maintained intact, that is to say: The entire income of said corporation shall be sufficiently under the control and supervision of said trustee to the extent that it shall be permitted to prevent the disbursement of any of such income or other assets of said corporation to the extent and so long as the actual capital or the aggregate value thereof in trust in its hands shall be and remain less than one hundred forty thousand dollars ($140,000.00).

Investment of trust fund.

2. The Realty Corporation shall be and is empowered to expend any part or all of said capital herein above indicated in the purchase of conditional sale contracts covering real estate, mortgages and other forms of debentures in the nature of liens against or secured by real estate, all of which real estate shall be located in Marion County, state of Indiana, unless the parties hereto shall mutually agree in any particular instance that it shall be otherwise. Nothing herein, however, shall prevent the

investment of the said capital in other approved securities such as evidences of indebtedness of the federal and state governments of the United States and local subdivision thereof, or other bonds and debentures, such as shall be agreed upon by and between the parties hereto as being safe, conservative and legitimate investments. No such investment of said fund, however, shall be made until such proposed investment shall have been approved and recommended by the Realty Corporation and shall have received the approval of at least two appraisers, one acting for and on behalf of the trustee herein and the other acting for and on behalf of the said corporation. The trustee's inspector shall have the general right to accept or reject the purchase of the proposed security, in the event he shall deem the same and withdraw the funds therefor from said capital as of any proposed purchase as herein contemplated, the Realty Corporation shall have the power and right to purchase the same and withdraw the funds therefor from said capital as herein provided for over the objection of the bank's inspector, upon Investment Company guaranteeing to the trustee on behalf of the stockholders of the Realty Corporation to indemnify the trust fund for any loss which might be suffered by virtue of the purchase of the particular contract, evidence of indebtedness or other debenture to be purchased. The said trustee shall at all times be privileged to object to such appraiser or appraisers as may be designated by the Realty Corporation, and upon such objection being made that corporation shall procure another appraiser or appraisers until an appraiser or appraisers satisfactory to the trustees shall have been obtained. It is and shall be the sense of this contract, however, that there shall be at least two appraisers to pass upon such securities as it is proposed to purchase, one of whom shall appraise for and on behalf of the trustee and whose appraisement fees shall be borne by said corporation, and one to be the representative of the company. The company shall be privileged at its option to also designate the trustee's appraiser as its own appraiser, provided, however, that there shall always be at least two appraisers. It is contemplated that one of appraisers as herein provided for shall also be at the same time the bank's inspector as herein mentioned, and there shall be but one fee paid for inspection and appraisement so far as the representative or representatives of the trustee are concerned, that is to say: the