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COMPANY POLICIES & PROCEDURES

2013

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This publication is intended for the private use of Irongate Inc., Realtors and their agents.

It is not to be distributed, copied or preserved in any other form without the written permission of Irongate Inc., Realtors.

© 2011 Irongate Inc., Realtorsv.40 March 2013

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The VisionExtraordinary Service

The Mission

To achieve our client's real estate goals by effectively utilizing all our resources,

in such a manner that we are proud to put our name on our work.

We call those

®

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GENERAL STATEMENT OF POLICY OF IRONGATE INC., REALTORS

The purpose of this book is to set forth basic rules and guidelines to be followed in the day to day operation of the company. It can never be so complete

that it will cover every incident, nor can it answer every question about company pro-cedure. In any matter not covered by this book, management will decide and will be guided in such decisions by experience, the Realtor’s Code of Ethics,

the Multiple Listing Service rules and the Laws and Regulations of the Ohio Division of Real Estate.

This book is set up in three sections. The first is an alphabetical dictionary form to facilitate ease of quick reference.

Irongate Inc. Realtors is variously referred to in this book as Broker, the company or management; and Realtor associates are called agent(s).

The relationship of agents to Irongate Inc. Realtors is that of independent contractor and no employer-employee relationship exists or is to be implied from any title,

provision or language used in this book. Section two sets forth those policies and procedures we will follow in agency,

as well as the forms required. Section three is our company policy on agency

which is to be shared with all our clients.

Irongate Inc., Realtors has developed a reputation of integrity and high principles in our 35+ years of service to this community. We ask nothing less than

that each agent strive to defend and enhance this reputation in his/her own business transactions.

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INQUIRIES ON SALESINSPECTIONS / REPAIRSINSURANCE - AUTOINSURANCE - ERRORS & OMISSIONSINSURANCE - HEALTH / MEDICALINTERNET & INTRANETINTERNET LEADS & BLACKBERRIESINTER-OFFICE BROCHURES

KEYS LEGAL ADVICELETTER WRITINGLICENSE FEELISTINGSLOCKBOXESLONG DISTANCE CALLS

MAIL BOXESMAILINGSMEETINGSMESSAGESMLS INFONON-COMPETE CLAUSENOTESOFFICE APPEARANCEOFFICE EQUIPMENT & SUPPLIESOFFICE HOURSOPEN HOUSEPERSONAL APPEARANCEPHONE DUTYPOSTAGEPROFILE SHEETSPROPS

REAL ESTATE BOARDSRECRUITING OF NEW AGENTSREFERENCE MATERIAL RELOCATIONRENTALSREVENUES EARNEDSECRETARIAL ASSISTANCESHOWINGS - IRONGATE LISTINGS/ OTHERSSIGNSSIGN IN / OUT BOARDSMOKINGSUBSTANCE ABUSETELEPHONE BOOK ADVERTISINGTERMINATION OF AN AGENTVACATIONSVOICE MAILWEAPONS (Concealed)WEBSITES (Personal) (continued on next page)

ADVERTISING - LISTINGSADVERTISING - PERSONALAGENT RESPONSIBILITYAGENT TEAMS / PARTNERSHIPSANNOUNCEMENTSAPPRAISALS/BPO/BMAAPPOINTMENT CENTERAPPOINTMENT SHEETSASSISTANTSATTORNEYSAWARDSBLUE SHEETSBRAND NAMEBROCHURESBROKER - AGENT RELATIONSHIPBROKER BILLSBUSINESS CARDSBUYING & SELLING PROPERTY

CHANGES TO THIS P&P MANUALCLOSINGSCODE OF CONDUCT & SEXUAL HARASSMENT POLICYCONFIDENTIALITY + PRIVACYCOMMISSION RATESCOMMISSIONS & SCHEDULECOMPLAINTSCOMPUTERSCONDUCTCONFLICT OF INTERESTCONTRACT - BLANK FORMSCONTRACTS - LISTINGCONTRACTS - PURCHASE COPY MACHINE

DESK FACILITIESDISCRIMINATION (Fair Housing)DO NOT CALL/FAX/SPAM LISTS

EARNEST MONEYEATING IN THE OFFICEEDUCATIONETHICS & ARBITRATION (IN HOUSE)EXPENSES"EXTRA" FEESFILES FLIPPING AND FLOPPING PROPERTIESFORMSHAWTHORN HILLS HOLDING COMPANYHOME WARRANTIESI-ONLINEINCENTIVESINCORPORATION BY AGENT

TABLE OF CONTENTS

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APPENDIX ONE: Company General Policy on Agency + Forms

APPENDIX TWO: Consumer Guide to Agency Relationships APPENDIX THREE: Agency Disclosure Statement

APPENDIX FOUR: Company Do Not Call/Fax Forms

APPENDIX FIVE: Commission Rider

APPENDIX SIX: Consumer Guide To Agency Relationships

APPENDIX SEVEN: Property Management Policies

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Company Policy and ProceduresADVERTISING - LISTINGS Advertising comprises a very substantial portion of Irongate's sales expenses. According to the schedule determined by the Advertising department: • Irongate will pay for all one liner open house ads in Irongate's center spread in the Sun-day Dayton Daily Newspaper's (DDN) REPlus section All other one-liner ads will be published on the Irongate page in the classified section of Real Estate Plus at agent expense. • Irongate will pay for property ads in the Irongate color center section of the DDN for all properties ($100,000 and above) that are not agent-owned. Agents may request a property below $100,000 to appear in the Irongate color section at the agent’s own expense if there is room They should contact the marketing Director, Mark Stokoe, with that request. • Irongate will pay for property ads in Irongate's own "Homes for Sale" magazine. All proper-ties in the MLS by 9:00 AM on deadline day will appear in Homes For Sale magazine as long as a photo for that property has been uploaded to Photos@Irongateonline.com • Irongate will pay for property ads appearing in the Irongate section of the Skywriter newspaper. Agents will compose their own classified ads (adhering to all fair housing guidelines) which will be submitted through the designated internet website. Firm deadlines for ad sub-mittal are enforced. Any additional advertising desired for a listing exceeding the stated guidelines will be billed to the agent. • Irongate will not pay for sold or pending/propped properties advertising. Agents must prop all listings with contracts within 24 hours according to MLS rules. • The cost of any property ad other than the ones listed above will be at the cost of the agent. Agents will pay for all ads that are sent to the Dayton Daily News to appear in the non-Irongate classified section of the Sunday DDN. This includes open house ads. In every case possible, the agent will benefit from Irongate’s discounted corporate rate. Any advertising done in supplemental publications should be done in conformity with the standard Irongate template and with the approval of management. The MLS number and price must appear in all ads. All personal ads must include the fair housing logo. Advertising of commercial properties and lots and acreage will follow the same guideline as above. However, due to the distinctive nature of all three, variances of the above policy may be granted. For example, if the listing agent chooses not to use any of the above venues (except the Irongate magazine which has a special commercial/lots & acreage sections), the company will pay for two one-line ads per month per listing in the DDN.When a new listing is entered into the MLS it must have marketing remarks or it cannot be loaded. ADVERTISING - PERSONAL Irongate encourages agents to consider how to best develop a personal sales image. Man-agement must approve these programs and promotional materials to verify compliance with Ohio Real Estate regulations. Broker name must always appear in any agent advertising and be of equal or greater prominence. Cost of printing, mailing, excess stationery, etc. will

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nbe agent's responsibility. Agents are permitted to send up to 50 business related mailings per month, 1st class standard letter postage. Excess over 50 will be billed to agent.AGENT RESPONSIBILITIES To expect true cooperation from fellow Irongate agents, the following reminders: 1. Share info (within agency guidelines) to enable fellow agents to consummate a transaction. 2. Dress properly for business. Image is important for success in real estate. 3. Be organized in all presentations to clients. 4. Treat other agents' clients with polite respect. 5. Keep automobile neat and clean.The last person to leave the office at night shall be responsible for: 1. Turning off lights, coffee machines, computers, copy machine(s). 2. Placing the phone system on night service. 3. Locking all doors.AGENT TEAMS / PARTNERSHIPS If two or more agents decide to operate as a “team”, Irongate will respect their personal agree-ments as long as the agreements are consistent with the company’s policies and procedures. Commissions will still be paid in accordance with each agents’ individual split. Agents will not be permitted to “feed” one team member in order to achieve a higher split. Check with each office manager to see how these team partnerships can be successfully arranged. ANNOUNCEMENTS Irongate formal 4x5 announcements cards with envelopes are available to announce agent association with the company. Agent is responsible for payment of announcements, printing and postage. These may be ordered through your office administrator.Irongate Realtors Appointment Center

APPRAISALS/BMO/BPO'sor any other various forms of Appraisal of Real Estate: When a fee is earned in connection with the appraisal of a real estate property, the fee will be $10.00 per appraisal if agent has closed two properties within the last 12 months of the appraisal completion. If the agent has not closed two properties within the last 12 months of the appraisal completion, the appraisal fee will be as-sessed at a 70%/30% split with the agent. An exception to this policy is in the case of an Irongate assigned appraisal, normally in relationship to a third party relocation appraisal. This Irongate assigned appraisal fee will be specified to the agent assigned to complete the appraisal at the time of the assignment.APPOINTMENT CENTERThe Appointment Center Hours are:Monday-– Friday 8am-8pm, Saturday - 9am-6pm, Sunday - 9am-5pmIt is staffed by two Irongate employees at all times. It is operated in our Springboro Office which houses the latest telephone technology to support the optimum phone usage. Six phone lines are dedicated to the Appointment Center # 937.806.1200. It has a weekly operation of 77 hours. The Monday – Friday Schedule consists of three shifts. 8am-12pm, 12pm-4pm, 4pm-8pmSaturday/Sunday - full day shifts.

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There are a total of ten employees operating the Appointment Center. Six of which are dedicated solely to the Appointment Center Payroll. The secondary employees are operating the Springboro Reception Phones and answer the Appointment Center phone line when multiple calls ring in.Summary of Operation~ Always answer: “Thank you for calling Irongate Realtors Appointment Center”.~ When instructions read:”Must be scheduled through Listing Agent” - transfer the call through the Springboro Staff. Give listing agent’s phone number in the event the transfer does not com-plete. Place the call for them if at all possible as a courtesy to the showing agent. ~ Call ALL numbers listed as per instructions. ~ Before leaving your shift, re-check all the “pending appointments”. Make certain you have made every effort to reach the clients and/or agents to complete the appointment.~ Always confirm the showing agent’s agency name, phone and email in our system. It is com-mon for agent’s to transfer and/or change contact info. Constant updating will help keep our system accurate and assist our Irongate agents when trying to follow up and contact the showing agent.~ Once an appointment has been completed in system, do not delete the communication shown in the comment field. This also helps with any questions that may arise later.~ Start of Day - Remove both phones off nights.~ End of Day - Place both phones on nights. ~ALL buyer calls that come through Appointment Center MUST go to the Listing Agent. If the buyer calls back because the call went to the agent’s voicemail and they insist on speaking imme-diately to an agent, send the call to the listing office. Park the call. Ask the Springboro staff to place the transfer. They can “introduce” the call to the agent on duty at the listing office before pushing the “join” button.~ Do not explain to caller they are “in line” on hold. Simply explain our call volume is high at the present time. Ask their permission to hold or leave info.~ Look for “triangles” on the phone as calls ring in. This will show which phone line is ringing. Appointment Center (806.1200) or Springboro Office (748.0000)~ Do not engage in personal comments regarding the home. Keep it simple and professional, but most of all friendly and sincere. ~ Remember! Check your email daily.~ If an agent is not in our system, we MUST confirm they are active and in good standing with the Ohio Division of Real Estate Licensing and MLS. Explain that you must enter their agent infor-mation into our system and you will call them back with confirmation. Take their agent info and showing request. At this point, you will most likely not have the time to research this agent. Give this to Springboro staff. They will check agent’s status and enter them into our I-Online system.Instructions:Go to I-Online Home pageClick on: Dept. Of Commerce Licensing Renewal CenterClick on: Look up License InformationNext Screen: Select Board: Division of Real Estate Professional LicensingEnter in Box Field: Last Name, First NameClick: SearchList appears with agent names and status. If you click on agent name, the next page provides misc.

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Info and agency name.~ Always include Company Name, phone number and type of inspection and/or appraisal in com-ments field.~ When inspection and appraisal calls begin on a property, the property should be propped already. If not propped in the system, confirm with Listing Agent.~ Comment field is a key component in tracking all calls and conversations with homeowner, listing agent and showing agent. Between shift changes and the numerous different staff involved, this remains the most accurate method of tracking the conversations and confirmations. ~ When phones and/or computer are down, contact Devin Smith/IT Director. Devin may be reached via his cell 937.286.8339 by call or text.~ We operate under the code of “Irongate Inc., Realtors Standards of Excellence”. The philosophy being that excellence is achieved through training to high standards of Care, Service, Conduct, Ap-pearance and Communication. We strive to exceed our client’s expectations through extraordinary service and professionalism. APPOINTMENT SHEETS Also known as showing sheets, an agent will complete information on this sheet immediate-ly upon acquiring a new listing. Present this sheet along with all pertinent listing paperwork to the office administrator. On the weekends, fax the profile sheet and a copy of the ap-pointment sheet to each office for immediate reference for incoming calls. Showing instruc-tions will be placed on I-Online and a copy will be kept in the listing office tub file. ASSISTANTS The cost of any agent’s assistant shall be that of the hiring agent; and the hiring agent shall be responsible for any broker's fees owed by the assistant incurred while as an assistant for that agent, should that assistant leave the company. The duties of the assistant will be outlined by the hiring agent and must be consistent with all company office policies and procedures. A licensed assistant can act in the full capacity of the hiring agent. If the assistant is not licensed, the assistant’s duties will be limited to clerical work and hosting at house showings. The unlicensed assistant must not give any pertinent information on a property to a potential client.ATTORNEYS It is generally a great advantage to an agent when a party to a transaction is represented by counsel. Under no circumstances is representation by an attorney to be discouraged.AWARDS (SALES)Irongate Sales Leaders are determined not by simple sales volume, but by gross sales commis-sions to the company. (Someone could have sold more dollar volume than another, but by cutting their commission, had a lower gross commission to the company.) Likewise, listing honorees are identified solely by the number of sold listings. (This prevents an agent from gaining undo credit by working with a builder and just listing every unsold home in a development, for example.) Outstanding sales achievement will be recognized in six categories:• “Top Sales Leader Award - Team Achievement” This award will recognize that “team” which achieved the highest closed gross commissions to Irongate. As with the Dayton Area Board, a “team” shall be defined as a business affiliation of two or more licensed agents that report their sales under only one agent’s name, subsequently giving the credit for these sales to only one agent (“primary agent”). This affiliation can be a family unit

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(i.e. a husband and wife; mother and daughter); or it can be a key agent with one or more licensed agents transacting business under the key agent’s name and reporting these transactions under the key agent’s name.

• “Top Sales Leader Award - Individual Achievement”This award will recognize that individual sales person who achieved the highest closed gross com-missions to Irongate. This is an individual award and assignment of credit for closings by others to that individual is prohibited.

• “Top Sales Leader Award - Family of Services”This award will recognize that individual sales person (or team) who generated the most mortgag-es with Southern Ohio Mortgage, closings ordered thru Southern Ohio Title & quoted contracts with Southern Ohio Insurance. Agents will receive 2 credits for each mortgage they generate and close with Southern Ohio Mortgage; 1 credit for each closing the agent orders and closes with Southern Ohio Title; 1 credit for each policy quoted through Southern Ohio Insurance. The award will go to that agent or team with the most total credits.

• “Peak Producer Award” An award based on those 35 individuals or teams that achieved the highest gross commissions to Irongate.

• “Sales Leaders Award” Irongate agents who achieve at least $1 million in sales.

• “Rookie of the Year” AwardThis award honors the one Irongate “Rookie” Agent with the most dollar volume in gross sales commissions to the company in their first 18 months with Irongate.

Irongate also honors one or more agents ayear through the "Irongate Community Service Award" that is presented at the Annual Company Breakfast. BLUE SHEETS In order for an agent to receive their commission check after a closing, a closing “Blue Sheet” including all transaction documentation, report must be completed in its entirety and signed by the office administrator. Failure to do so will result in a delay in receiving the commission check. Blue Sheets are available in all offices.BRAND NAME The brand name “Irongate Inc., Realtors” in any advertising must be of equal or greater prominence than your name. The brand name “Irongate Inc., Realtors” is a protected asset and may be used only with permission of Irongate Inc., Realtors. BROCHURES Irongate makes every effort to keep a supply of informative, helpful brochures available to agents assisting out of town clients. Please use with discretion.

BROKER BILLSFor your convenience you can pay your broker bill by credit card. As all new and transfer-ring agents must now provide one, we encourage every current agent to place their credit

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card on file with the Administration office as well.If you do not provide a credit card to pay your broker bill, and you become late on your balance, you run the risk of both a monthly late fee of $40 and the interest charges on your broker bill, In an effort to prevent larger and larger balances from accuring, Irongate will stop prepaying agent’s expenses in the event an agent becomes more than 31 days past due. This includes Dayton Daily News advertising, postage, etc. All benefits will resume when their broker bill becomes current. All agents having broker bill accounts 30 days or more past due the full amount of the account will be deducted from any commission to be paid. Bills may be charged to a credit card. Irongate reserves the right in their discretion to turn over delinquent accounts to legal counsel and/or collection agencies. BROKER - AGENT RELATIONSHIP It is expressly agreed and understood that the agent shall have the sole status of an independent contractor and nothing whatsoever shall be construed to constitute agent as an employee of the Broker. No federal, social security, state or city taxes will be withheld from agent commissions by the Broker. All personal taxes (including local, state and federal taxes) are the complete responsibility of the agent. Broker and agent will enter into a Realtor-Salesman Contract agreement setting forth all terms of the relationship.BUSINESS CARDS Several styles are available for Irongate business cards. Order forms can be obtained from the office administrator at each office. Agents are responsible for printing cost. All business cards and info on business cards must be reviewed by office manager before printing.BUYING AND SELLING PERSONAL PROPERTIES All agents' real estate properties must be listed through the company. In other words, an agent is not permitted to offer a property as a FSBO. A personal transaction is defined as the listing/purchase and/or sale of any property in which the agent has an interest of a least one third. Irongate’s policy is: 1. Each agent will be permitted five (5) personal transactions to be closed in each calendar year (The number of personal transactions will not be cumulative from year to year). All personal transactions exceeding the initial five transactions will have commission computed and paid in accordance with agent's commission schedule. A minimum of two (2) ordinary sales in the last twelve months is required to receive the personal home discount. 2. For any personal transaction, a flat fee of $250 for the listing and/or $250 for the sale will be paid to the company at the time of the closing. 3. A personal residence transaction carries no fee on the side of which the agent sells or purchases. If an agent both lists and sells a personal residence, or purchases his/ her listing as a personal residence or investment property, a normal commission is due on one side of the transaction. If an agent lists his personal property and secures a buyer, a commission is due Irongate only on the selling side of the transaction. 4. If your spouse is a builder the personal home discount does not apply to their buildings. 5. Agents pay for all advertising expenses for personal transactions. 6. Personal transactions will be included in sales volume credit, but not in gross commissions earned unless the normal agent/company split is paid. 7. Agents will pay for all advertising of properties that are personally owned or in

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which they have an ownership interest. 8. The company will pay for a listing ad in the Homes For Sale magazine. 9. The words “ agent-owned” must appear in the ad. 10. A green slip must be filled out on all agent-owned properties. A normal commission split will be assessed even on agent-owned properties if a green slip is not filled out. CHANGES TO THIS POLICY & PROCEDURES MANUALAll changes, revisions, additions, deletions, etc. to company policies and procedures shall be considered as official when adopted by the Managers at one of their regularly scheduled meetings. They shall then be noted in the company newsletter fo all to read and only then later posted in this manual on-line. CLOSINGS Make doubly sure you appear promptly and in possession of everything required. Do not let your clients be unpleasantly surprised by anything. Apprise them of all pertinent infor-mation in advance. Be certain of earnest money delivery. Request, in writing, a check from the office administrator well in advance of closing using the Earnest Money Request form.

CODE OF CONDUCT & SEXUAL HARASSMENT POLICY Brokers/Managers, agents and staff must work together effectively as a team. Such joint efforts are enhanced by an environment of courtesy and mutual respect. Offensive behavior not only impedes the effectiveness of joint effort but can also create exposure to legal liabil-ity. Irongate Inc. Realtors fully supports the rights and opportunities of all its agents andstaff members to work in an environment free from discrimination and without subjugation to sexual harassment. Sexual harassment does not include occasional compliments or volun-tary relationships between brokers/managers, agents and staff.Sexual harassment may be overt or subtle. It includes behavior that is not welcome, that is per-sonally offensive, that fails to respect the rights of others, that lowers morale and that, therefore, interferes with the effectiveness of our work. Sexual harassment may take different forms. One specific form is a demand for sexual favors. Other forms of harassment include: Verbal: Sexual innuendoes, suggestive comments, jokes of a sexual nature, sexual propositions, threats. Non-Verbal: Sexually suggestive objects or pictures, graphic commentaries, suggestive or insulting sounds, leering, whistling, obscene gestures. Physical: Unwanted physical contact including touching, pinching, brushing the body, coerced sexual intercourse, assault.Whatever form it takes...verbal, non-verbal or physical...sexual harassment is insulting and demeaning to the recipient and cannot be tolerated. Sexual harassment of any broker/manager, agent or staff by any broker/manager, agent or staff will not be tolerated. All brokers/managers, agents and staff will be expected to behave accordingly and take appro-priate measures to ensure that such conduct does not occur.Any broker/manager, agent or staff who believes he or she has been the subject of sexual harassment should report the alleged act immediately to his or her office broker/manager.

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If the complaint involves the office broker/manager, the complaint should be brought to the attention of another office's broker/manager. Appropriate disciplinary action will be taken against any broker/manager, agent or staff who engages in sexual harassment.

COMMISSION RATES Irongate's standard listing fee is 7% of the sale price with a $2,000 minimum commission. If a property might fall into the price level where the $2,000 minimum commission would apply, the commission in the contract should read: 7% or $2,000 minimum, whichever is greater. If the agent is forced to reduce this rate, the agent has the authority to do so down to 6%. If the agent chooses to list the property for less than 6%, the company's share of the commission will be based upon 6%, unless approval is given for this reduction by a broker in advance of the reduction. However, all co-op fees must be offered at 3% commission unless broker approved. Furthermore, any commission reduction after the time of sale must have broker approval. Otherwise, agent will be responsible for the commission reduction.Agents announcing their intention to leave the company will close all remaining properties at a 50/50 split. The agent’s listings will remain with the company until the listing expires.

COMMISSION SCHEDULE Commissions shall be divided between Irongate and the agent in accordance with the agree-ment set forth between same. No withholding taxes will be taken out of agents commissions. Agent, as an independent contractor, holds full responsibility for payment of personal taxes, including local, state and federal taxes. Irongate operates on an escalating commission sched-ule, which is available from management. All commissions will be computed as of the date the commission check is received by Irongate. Rate increases are accomplished as follows: once agent-earned gross commissions equal the top dollar in any bracket, his commission rate pro-gresses to the next higher rate bracket. The agent then begins the next month at the higher rate. For agents to remain at a commission bracket, they are expeted to meet the production goals for that bracket a minimum of two our of three years. Irongate Inc Realtors reserves the right to adjust an agent's bracket if they have not the production goals as set forth above. The commission schedule is reviewed annually by management and Irongate reserves the right to change the commission schedule at any time in order to accurately reflect the current market.We encourage you to take advantage of the convenience of direct deposit for your commis-sion checks.If you choose to hand-deliver a commission check to the Admin Office to receive your Irongate check that same day, please call the Admin Office before doing so, so that they may make arrangments to take care of you promptly. It takes at least 30 minutes to process a check. The office closes at 5:00 PM, so no checks will be processed after 4:30 PM. COMPLAINTS Agents who have complaints against other offices should consult with management before acting on their own. Complaints such as these should never be discussed with buyers, sellers, or other agents. Complaints against Irongate agents should be discussed with management only.

COMPUTERS Irongate provides various computer systems for agents' use. Do not expect your fellow agents to teach you complete computer operation. For fair distribution of computer time,

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plan your task in advance and use computer time efficiently. For computer training free of charge, appointments are available with the company’s computer specialist. Office computers are for real estate business use only. They are not to be used to baby sit agents’ or clients’ children. They are not to be used for personal software - including password re-membering programs and camera access programs. If you want to use personal software, it should be installed on your own computer. Our company “tech” person can assist you in purchasing a basic PC. Office computers are not to be used for instant messaging. They are not to be used for Internet browsing unless that browsing pertains directly to real estate. Specifically, internet usage for general browsing, shopping, chatting and dating is not permitted. Peer to Peer networks (i.e. Kazaa, Morpheus, grokster, etc.). Trading/swapping copyrighted information is a violation of federal law (Digital Millennium Copyright Act). Most of the files/mu-sic on these services are copyrighted works. Do not use these services to trade copyrighted mate-rial using Irongate's network services. Not only is it violating federal law trading these files, it is also using up bandwidth. Streaming Media. (Internet radio and TV). Do not use these services in the office. There is a finite amount of bandwidth for accessing the internet at each office. This bandwidth is necessary for accessing MLS, i-Online, email and other important business services. Using streaming media eats up this bandwidth in large blocks and slows down the entire network. Anti-virus. Each agent owned computer system must have a working copy of an anti-virus program with a current and active subscription for updates. With the frequency and virulence of new viruses, it is imperative that agents take measures to protect them-selves from attack. It can take an enormous amount of time to clean up after becoming infected and you can possibly lose vital information during an attack. Many viruses will try and spread to addresses that it can find on your computer. So, if your machine is infected, it is trying to infect other machines, using up bandwidth sending these viral messages as well as potentially infecting a client. If you have your own computer connected to Irongate’s network, you are allowing Irongate to periodically review the computer to ensure that it is in compliance with stated Policies and Procedures. Failure to comply with these standards is justification for disconnection from the Irongate network. CONDUCT IN THE OFFICEAll agents are independent contractors and must be given the opportunity to conduct busi-ness without unnecessary interruptions. Good fellowship and a sincere desire to be co-operative and helpful is encouraged. Loud talking, boisterous laughter, and horseplay are another matter and have no place in a business office, especially in the phone duty area. The Golden Rule must be applied. Receptionists are to remain at the front desk at all times. Personal phone calls by or to staff during business hours are to be kept to a minimum. The use of personal cell phones by staff during busi-ness hours, except in the case of emergencies, is strictly prohibited. CONFIDENTIALITY & PRIVACY In the course of a transaction, an agent may collect client information which may be deemed confidential. All such information should be kept in a secured file. All papers which may be deemed to contain confidential information should be shredded after closing, unless needed for the permanent transaction file.

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When making an offer on a property, please be aware that the terms and conditions of an offer to purchase may not be considered confidential by the listing broker unless otherwise agreed. If you have any questions about the process of purchasing a prop-erty and/or about confidentiality, please ask your manager.

CONFLICTS OF INTEREST (REAL ESTATE RELATED COMPANIES)Except for stock in a publicly traded company, no Irongate agent shall own, have an interest in, be an employee of, or be a subcontractor for any person or third party en-tity that conducts business in a related real estate industry such as a mortgage broker-age, title agency or insurance company. No agent shall own, have an interest in, be an employee of, or be a subcontractor for any person or third party entity that engages in inspections, house repair, home improvement or construction without the consent of the owners of Irongate, Inc. CONTRACT - BLANK FORMS Only approved Dayton Area Board of Realtors preprinted contracts are to be used for any transactions, other than a builder's new construction contract. Irongate provides these contracts for agents free of charge. Take only an immediate supply, not an entire pad. DABR contract forms may also be downloaded from the Irongate Intranet site. CONTRACTS - LISTING In addition to the DABR listing contract, sellers must sign an Addendum to exclusive right to sell contract, Consumer guide to Irongate's agency policy, lead-based paint disclosure forms and Affiliated business arrangement disclosure. The agent is re-sponsible for accurately completing a property profile sheet. Make sure sellers receive a copy of everything they sign. Turn in listings promptly to the office administrator with a completed profile sheet, property disclosure form, and showing sheet. On the weekends, make a copy of the profile and showing sheets and place on the phone duty desk and fax the same to the other offices prior to posting a For Sale sign. The pre-scribed State agency forms may be signed later. CONTRACTS - PURCHASE A purchase offer must be promptly presented to the seller. If multiple offers are re-ceived, all offers must be presented and fully explained. Seller decision must be reported to all interested parties as soon as possible. If seller is out of town, agent may telephone for acceptance/rejection. Acceptance should be confirmed by fax or telegram from the seller immediately and the contract then mailed to seller for signature. An email confirmation should be followed by a faxed signature of acceptance. Any party signing a contract must be given a copy. For confidentiality rules, all accepted contracts and related required forms are retained by the agent until closing when all documents are assembled in a folder to be kept in the permanent office file. Earnest money checks, with a completed Earnest Money Deposit form are to be given to the bookkeeper/office adminis-trator for file origination and check deposit. All accepted offers to purchase must be posted at once with only the listing price stated, not the actual selling price.COPY MACHINES Always print in black & white whenever possible. The printers are for Irongate busi-ness use only. They are not to be used for church bulletins, children’s homework ,

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etc. Copies desired for personal use, not pertaining to company business, must be ap-proved by management. Print only what you immediately need in client materials.The color copiers are for your convenience. Every agent will be given a personal code to enable them to access color printing for which they will be billed at the corporate rate. These codes will be monitored to insure that the above policies are followed. Attempted repairs by unqualified people on company machines often extends the amount of damage and down time. Please do not attempt to repair these machines your-self. Do not needlessly slam doors and trays. Please remember that service on the copy machines is not 24/7. If a machine is having problems late in the day, it's most likely not going to be repaired that day. There are no service calls available on weekends.DESK FACILITIES Depending upon the availability of desk space, agents may be asked to share desk facili-ties. The Golden Rule applies regarding sharing of space and tidiness. Personal items are fine, i.e. picture, plants, etc. if kept tastefully and complementary with office decor. No wall decorations, pictures or plaques will be installed without management approval.DISCRIMINATION (Fair Housing) Irongate adheres to the Supreme Court decision of 1966 in the case of Jones vs. Mayer and all federal, state and local laws and regulations whereby any person, regardless of race, color, religion, sex, familial status, national origin, military status, disability, ancestry or sexual orientation, has the right to choose where he or she wishes to live. Blockbusting is also illegal. Irongate requires complete and total compliance with federal, state and local laws regarding non-discrimination in housing matters. It is expected that every agent, even though having an independent contractor sta-tus, will fully and completely comply with this policy. A copy of the required ODRE statement is displayed prominently in each office. Discrimination of any kind will not be tolerated by Irongate Inc., Realtors.DO NOT CALL/FAX/SPAM POLICIESIrongate adheres to all national "Do Not Call/Fax/Spam" legislation. A full outline of these policies is included in Section Four of this publication.

EARNEST MONEY Earnest money checks must be made payable to or restrictively endorsed to Irongate, Inc., Realtors unless otherwise stated in the purchase agreement. Earnest money is good faith money and must be deposited promptly! Earnest money is to be given to the office admin-istrator/bookkeeper who will record and deposit the check. A completed Earnest Money Deposit form must be attached to the check. Earnest money refunded due to a voided con-tract requires either a release signed by both buyer and seller, or a court order authorizing Irongate to release. The release of earnest money must also have broker approval and ad-here to the guidelines established in the purchase contract. Earnest money request forms are used for funds returned to buyer at closing. Earnest money checks not cleared at the bank before a swift closing will be the agent's responsibility to verify those funds availability or reimburse Irongate if non-sufficient funds occur.EATING IN THE OFFICE No eating of any kind is permitted at the phone duty-reception area. Coffee or soft drinks are acceptable during phone duty or at your desk, but please do not drink at the computer

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stations. An accidental spill could cause severe damage to the computers. Meals at your desk are discouraged.EDUCATION Agents are responsible for complying with continuing education requirements set forth by the Ohio Division of Real Estate. The DABR has all information pertaining to cours-es offered, individual records and requirements. In-house training, including mandatory classes for new agents, are conducted through Irongate University, the classes of which are held in the Springboro training facility. ETHICS & ARBITRATIONS HEARING (IN HOUSE) If an ethics or arbitration dispute arises between Irongate agents, and every effort has been made to settle the dispute with the input of an Irongate broker, and no resolution is found agreeable to all parties, either agent can request and receive an "in house" hear-ing. At least two Irongate brokers, not previously involved in the dispute, will arbitrate. Their decision is binding on all parties.EXPENSES Irongate shall not be liable for any expenses incurred by an agent unless prior agreement is reached; nor shall agents be liable to Irongate for staff support or expense. Agents have no right to charge expenses to Irongate without consent of management. An account is kept on all items billed to the company and chargeable to an agent. Agent bills/expenses are sent out monthly and are payable by the 15th of the following month. If not received by the 15th by the accounting department, a monthly service fee of 5% will be calculated on the unpaid balance and charged to the agent's account. The balance remaining (including service fees) on an agent’s account for 30 days or more may be deducted from the agent's next com-mission check or charged to their credit card. Any exception needs management approval. Irongate reserves the right to restrict an agent’s credit if their bill remains unpaid for thirty or more days past the due date."EXTRA" FEESIt is Irongate’s policy that fees in addition to the sales commission should not be assessed to clients, except in the case such fees relate to extra services offered by the agent. All “fees” ( whatever they are called - transaction, processing, administrative, regulatory, etc.) added to a sales transaction have a potential liability to the company and the agent. Agents must become aware of the issues and liability involved if they currently add such fees to their closings for additional services. Please be aware that:- Any “extra fee” must be approved by the Manager. - All such fees must relate to “extra value” the client receives for being charged- The extra value that will be received to the client for the fee must be declared in writing. - The fee must be charged on every transaction by that agent. - Clients must sign the extra fee agreement. - Any fees charged without a signed agreement will be reimbursed to the client. - If you have any questions, please see your manager. FILES At closing, copies of all listing and purchase contracts, state and company agency disclosure forms, Affili-ated Business Arrangement Disclosure, Residential Property Disclosures, Lead-Based Paint Disclosures,

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closing statements, correspondence and other memoranda must be kept in the original file in the office. In the event of future controversy or legal action, this is our only protection. These files are property of Irongate and must not be removed from the office except for closing. It is advisable for agents to keep duplicate files for their own records.

"FLIPPING" AND "FLOPPING" PROPERTIESWith the abundance of short sales in the market there are always new investor/negotia-tor/flopping plans being proposed. While some of these are perfectly legal, all are com-plicated and fraught with potential misunderstandings, deficiencies in disclosure and future liabilities. There always seems to a be new wrinkle that someone thinks makes it a better scheme or more acceptable to our business ethics. We don’t think so. In its sim-plest form, sales involving a simultaneous close will not be represented by an Irongate agent. Those transactions where an Irongate agent represents an investor who submits a short sale offer, negotiates a short sale price, and then resells the property at a profit to an end-user, with both closings happening in too close proximity are not welcome at Irongate. Certainly we will participate in transactions in which an investor negotiates to buy a short sale property, closes on the property and then re-markets to an end-user - closing however much later it takes. But no simultaneous closes. Flipping is acceptable. Flopping is not.

FORMS Irongate provides all approved Dayton Area Board of Realtors contracts, disclosures and MLS materials free of charge to agents, as well as in-office forms pertaining to advertis-ing in various media and relocation referrals. Ask office staff for access to these forms. Contracts may also be downloaded from the Irongate Intranet site. HAWTHORN HILLS REALTYHawthorn Hills Realty is an Irongate holding company whose purpose is to allow agents who have retired from active business, but who still wish to receive referrals from active Irongate agents, the ability to do so. Hawthorn Hills agents may not conduct any real estate business except referrals.For more information on how to switch your licence to Hawthorn Hills, please contact your office administrator or owner/broker. HOME WARRANTIESAll agents are required to offer to their sellers the option of home warranty during their listing presentation. INCENTIVESAs regards incentives offered by agents, please be aware that new guidelines are being prepared by the state. The final language and the handling of incentives will be deter-mined. But the current guidelines are still in place including - a $25.00 limit is in place for client gifts. An agent can not pay an unlicensed person for a referral. All incentives must be disclosed to all parties of the transaction. IRONGATE ONLINE All agents must know how to access and operate Irongate online, Irongate’s appointment system. An agent will not be permitted to take floor time unless he/she can demonstrate a competency for the system. An agent must not pass off appointments to the staff unless he/she is assisting a client. Training is available from staff at regularly scheduled times. Please check with the office administrator.

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INCORPORATION BY AGENT Any Irongate agent wishing to personally incorporate may do so. It is recommended that an agent seek professional legal and accounting counsel before incorporating.

INQUIRIES ON SALES Information about a pending sale or the parties concerned must not be given out until the purpose of the inquiry is first determined, such as appraiser or lender inquiry. Sale price or other details are not to be given except to qualified persons until closing, when information on sales becomes public record.INSPECTIONS / REPAIRS Various inspections and repairs for properties may be ordered by Irongate agents in accordance with their buyers' or sellers' wishes. When charging an expense to Irongate to be reimbursed by another party later, agent's responsibility does not end until the bill is paid. Irongate allows credit in its name as a convenience to agents, not as a potential liability to the company. Invoices for these services must be paid promptly by the parties concerned or by the agent. Bills cannot be "passed off" - agent is ultimately responsible for payment and will be billed.INSURANCE - AUTO Agent shall at all times keep his personal automobile insured under liability insurance policy with minimum limits of $100,000/$300,000 personal injury loss and $10,000 property damage loss. Agent shall furnish proof of such insurance coverage upon request.INSURANCE - ERRORS AND OMISSIONS Each agent associated with Irongate must be covered by this malpractice insurance, and will pay a share of the annual premium. Coverage under this policy includes a liability limit of at least $1,000,000 with a deductible of $5,000 and full prior acts coverage. Out of court settlements, under the deductible amount, will be paid by Irongate unless it is proven the Irongate agent was blatantly at fault or committed fraud. Due to the possibility of later claims, premium payment is not refund-able upon the disassociation of agent and Irongate. In the case of Agent Owned Properties, in order for Errors and Omissions Insurance to be in place, Errors and Omissions Insurance requires that when an agent sells his/her own property, the owner agent of the property must provide an acknowledgment of agent ownership; provide the buyer with a Home Warranty; and provide a report that a Whole House Inspection was completed on the property prior to closing. Disclosure of an ownership interest must be made in all documents such as including but not limited to the Agency Disclosure and Purchase Agreement. If an agent leaves Irongate Inc., Realtors for another company, and if legal action is then initiated against the agent for a transaction con-ducted while at Irongate, thus invoking Irongate's Errors and Omissions Insurance coverage, the agent is responsible in full for the $5,000 policy deductible. INSURANCE - HEALTH / MEDICAL Independent contractors are not covered by Workers Compensation or any other form of govern-ment protection. The Dayton Area Board of Realtors and the Dayton Chamber of Commerce have information available for Realtor group health/medical insurance.INTERNET & INTRANETAgents are encouraged to personally use and direct clients to use the Irongate website, and to personally use the Irongate Intranet site as well for forms and brochures. Office internet work is restricted only to real estate business. Browsing the internet for pleasure is not permitted on office

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computers. See “Computers” for additional clarifications.INTERNET LEADSAll leads from an agent's personal website are routed to that agent. All leads on an Irongate listed property from the company's website are routed to the listing agent. All leads on a IDX property are handled by the Relocation Department. See manager for details. INTER-OFFICE BROCHURES Do not send other Irongate agents brochures or MLS sheets unless so requested. Unsolicited prop-erty listing sheets are not permitted. KEYS: Keys for new listings are duplicated with owner permission only, and cost of same is paid by the listing agent; however, lockboxes are recommended. Keys are not to be given to purchasers pending closing without written permission from the sellers. Keys and lockbox combinations may be given to appraisers/inspectors as authorized by the seller and must be recorded on I-online. LEGAL ADVICE An agent must not give legal advice, directly or indirectly. This includes advice regarding legal rights of the parties, legal effects of notices and instruments, and matters affecting title. When questions arise, and agent knows the answer, but it might be bordering on legal advice, it must be made clear that only attorneys can give such advice.LETTER WRITING All letters or any other communications, written or verbal, involving any commitment from Irongate, directly or indirectly, must be reviewed by management. Client letters composed by the agent will be typed by the office administrator on a first-come, first-served basis. Agents may use company typewriters for business correspondence when they are available.LICENSE FEE The Ohio Division of Real Estate charges a renewal fee for an agent’s or broker’s li-cense. The renewal fee is billed directly to the agent (generally at the agent’s home address). It is the sole responsibility of the agent to renew his/her license fee in a timely fashion. License renewals are due on or before the licensee’s birthday. LOCKBOXES Lockboxes are highly recommended for the convenience of quick access to a property for showing. Sellers must approve use of lockboxes in the DABR listing contract. Lockboxes are ordered, maintained, and paid for by individual agents. A licensed real estate agent should always be present at showings and should never provide a lock box code to a potential buyer. If you are unable to attend a previously scheduled showing, you should have another licensed agent attend on your behalf or simply explain the situation to your client and schedule the showing.

LONG DISTANCE CALLS All long distance business calls are to be charged to agent's Irongate personal code number. Each agent has a different security code, with calls identified by that number. If agent's charges seem unusually high, he/she may be asked to explain. If an agent leaves town and needs to make business calls, he/she may re-quest a charge code from the office administrator which will allow use of the long distance benefit.MAIL BOXES It is the responsibility of each agent to check and clear his/her mailbox on a regular basis. If

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an agent receives a delivery of any kind (most importantly a contract) the person receiving the delivery is to leave a voice mail for the agent after placing the envelope in the agent’s box. Also, it is important to notify an agent if a package or delivery is made which is too big to fit in the agent’s box. MAILINGS Irongate retains bulk mailing and business reply mail permits for agents' use. Agent is re-sponsible for postage cost. All mailings must be approved by management. The meters are not to be used for personal mail. They are for Irongate business use only. MEETINGS Sales meetings will be held for the purpose of discussing policy, market trends, etc. Atten-dance is strongly encouraged.MESSAGES If anyone requests to speak with an agent who is not in the office the first option should be putting the call into that agent’s voice mail. However, if the caller declines, the floor person should volunteer to take a written message. Important items on any written message are the return phone numbers, the name of the caller and the time of the call. Sign your name as message-taker in case there are questions. Write a message clearly and correctly - just as you would like to receive it. It is the agent's responsibility to pick up his messages from voice mail or from his office mailbox and to service all calls immediately.MLS INFORMATION MLS information is only as correct and clearly stated as the profile sheet from which it is taken! It is the agent's responsibility to review the profile sheet for errors prior to the office administra-tor broker-loading the listing and after the listing is loaded. It is also the agent’s responsibility to update the MLS information as needed. Once a listing is saved and has a MLS number, it is im-mediately forwarded to advertising. All ads are written from the property remarks section. When additional remarks or changes are made, the advertising department is not notified. Therefore it is imperative that marketing remarks are entered at same time the new listing is loaded.If the information to be updated is other than price or address, you must notify Lin Paslosky at lin-nieLP@aol.com of the changes. Celebro only updates the price and address automatically, nothing else. NON-COMPETE CLAUSE All agents upon joining the company will be required to sign an Non-Compete Clause prohibiting former agents from recruiting from the company for 18 months upon their departure/dismissal. This clause will be strictly enforced. NOTES Notes given in lieu of cash earnest money must be held in escrow and treated just like a check. This information must appear on the purchase contract. Notes must be converted to cash upon acceptance and the contract adjusted accordingly. Responsibility for collection of a note lies with the selling agent, and if failure to collect results in a loss, it will be charged to the agent. Avoiding acceptance of notes is recommended.OFFICE APPEARANCE It is important that the office always appears neat and orderly. Agents are urged to be con-scious of this and help out whenever possible. Desks should be kept clean and clutter free.

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OFFICE EQUIPMENT AND SUPPLIES Office equipment, supplies, reference materials, etc. shall not be removed from the office without management permission. Materials necessary to complete a real estate transaction outside the office are excluded. Staff desks are the property of the company and nothing should be removed from these desks without permission. Upon agent's disassociation with Irongate, all equipment, office keys, supplies and reference material must be returned.OFFICE HOURS Office hours are generally from 9:00 a.m. to 7:00 p.m. (winter) and 9:00 a.m. to 8:00 p.m. (summer), and on Saturday from 9:00 a.m. to 5:00 p.m. and Sundays from 10:00 a.m. to 5:00 p.m. These times may vary at each office location.

OPEN HOUSES All Open House ads are "free" ads, not to be counted against the monthly ad allowance and written within in the prescribed number of characters; however, you cannot advertise an Open House and a regular ad on the same day unless the agent pays for the regular ad. Lead-in signs will always be used to direct traffic to the property, unless local sign ordinance prohibits (check with local city or township ordinances before placing Open House signs). Open House signs are available from the office at no charge. Recommended materials at hand: client sign-in sheet, agency disclosures, Do Not Call/Fax forms, property highlight sheets, Property Disclosure Form, MLS photos and agent business cards.ORIENTATIONSAll new agents are required to attend an Orientation and systems training sessions. Orienta-tions are held the second Wednesday of every month at Irongate University at the Springboro Office. At that time a list of other mandatory classes may be distributed by the instructor. PERSONAL APPEARANCEAppropriate dress is expected at all times. Appropriate dress for all Irongate offices is “busi-ness casual”. It is not appropriate to come into the office public areas in any outfit that could be characterized as less than “business casual”, i.e. shorts, jeans, unless you are just passing through. Such attire is never appropriate for phone duty or working in your office. PHONE DUTY (Opportunity Time) Floor time is completely voluntary. All in-coming agents must complete the required "Op-portunity Time" course and requirements from Irongate University before being given phone duty. Each agent is responsible for the time scheduled and must find a replacement if un-able to cover that shift. Trading times is permissible, but original agent scheduled is still responsible to make sure the time traded is covered and to mark the phone duty schedule noting the trade. Failure to do so may result in being removed from futher duty. Calls from prospects, walk-ins, and multiple calls go to the floor person, except when the caller asks for another agent or if the listing agent for a requested property is in the office and marked in on the Sign In/Out Board. In cases where an agent has hired a personal assistant, floor calls will be directed to the personal assistant if the agent is not in the office, provided that the personal assistant is a licensed agent with Irongate and the agent is marked “in” on the in/out board. If an agent must leave phone duty for a brief break, calls will still belong to the agent if he/she

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has arranged interim coverage. If an agent is requested to leave phone duty to show property, coverage must be arranged or appointment must be scheduled later. In anything less than an emergency, do not leave phones unattended! A course in proper telephone technique is strongly encouraged! Notify the office administrator if do not want phone duty.

Duty Procedures 1. Floor agent must be dressed in business clothes. 2. Floor agent must be on time and stay for their whole shift. 3. Floor agent must stay at the floor desk at all times during their shift. 4. There is no eating at the floor station. Phone Procedures 5. It is the floor agent’s duty to help receptionists answer phones as needed. 6. Phones should be answered in a timely fashion. 7. It is the floor agent’s first priority to answer floor calls when the receptionist is busy on another line. Personal calls and personal business are secondary. 8. Phone should be answered : ‘Thank you for calling Irongate Realtors.” 9. Never say: “ May I help you?” Let the caller state why they are calling. This will enable you to process the call in an efficient & timely manner. 10. Never tell a caller - whether it is client, Realtor, or Irongate Realtor to call another office. You are to take care of their request yourself if at all possible. 11. When someone asks for a specific agent: - If the agent is in, transfer the call by saying: “ One moment please, I’ll transfer you”. - If the agent is out ask: “I’m sorry but he is out, would you like to be transferred to voice mail?” Never tell why the agent is not in the office. Never say: “ They just left”; “I expect them back”,” They are out of town”, “They are at lunch”, etc. 12. When a call comes in asking for information on a specific property , this call must be turned over to the listing agents, or that agent’s licensed assistance if either is in the office. If the agent or assistant is not in the office this call must be turned over to the agent on floor. 13. Floor agents must follow I-online procedures. 14. If you are informed that a showing has been cancelled, notify the owners immediately. 15. If an owner does not call back to confirm a showing after a sufficient period of time or denies a showing, contact the listing agent for help. 16. If you are unable to confirm a showing, notify the showing Realtor that the showing could not be scheduled. 17. Floor agents will set and confirm inspection appointments, unless otherwise indicated by the agent in the remark section of I-online. 18. Floor agents should use the overhead paging system only as a last resort. Never announce to the office who is calling whom. 19. When a contract comes in, call the listing agent immediately. 20. When a visitor comes into the building, ask their name as well as the name of the agent whom they are seeking. Call the agent and tell the name of the guest. Page the agent only if they are not in their office but marked in on the roster. 21. All faxes must be treated as confidential material. Only secretaries/receptionists should disperse faxes. The only exception is on weekends. 22. If two or more agents are assisgned floor in the morning, the first to arrive on phones gets the first leads. Closing Duties 22. Before leaving your station, make sure an unconfirmed appointment information is transferred to the next shift. 23. Make sure all coffee pots are turned off. 24. Put phones on night transfer. 25. If you are the last person in the building, lock all doors and turn off lights.

POSTAGE Irongate will pay for outgoing business mail (not to exceed 50 pieces per month, per agent). Overage will

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be charged to the agent monthly. Mass mailing will be paid by the agent, and their content must be ap-proved by management before mailing. Agents cannot trade with other agents for mailing privileges, nor does the number of mailing accumulate from month to month. Express Mail forms, with charges billed to the agent, are available. See the office administrator for details.PROFILE SHEETS MLS profile sheets must be completed by the listing agent for the listing to be entered into the computer system. There are five types: Residential or Condo, Multi-Family, Land, Farm, and Commercial. Follow instructions explicitly and do not exceed box-marked spaces for computer acceptance. Legibility is mandatory for a correct, clearly defined MLS listing to result! See the office administrator for assistance. Once the profile sheet information is loaded on the computer, it is an agent’s responsibility to proof for accuracy. Complete accuracy of comments is essential because ads will be written from the remarks on the profile sheet.

PROPS When a listing is sold and/or a sale is made, an “offer” form must be completed and given to the office administrator. This is essential in order to track company sales statistics on a monthly basis. Forms are available from each office administrator. REAL ESTATE BOARDS Membership in the Dayton Area Board of Realtors, the Ohio Association of Realtors, and the National Association of Realtors is required of all agents. Dues for these organizations are the responsibility of the agent. Expulsion for non-payment could result in the return of agent license to the state. Agents should support Board programs and activities whenever possible.RECRUITING OF NEW AGENTS If an agent joins Irongate because of the personal efforts of a current Irongate agent, Irongate agrees to pay the recruiting agent $1000 according to the following schedule: $250 on the first closing, $250 on each of the three subsequent closings until the $1000 is reached. To earn the $1000, the referring agent must set an interview appointment with of-fice manager for new recruit. The referring agent must be procuring cause of recruitment.Management reserves the right to determine the procuring Irongate agent if a dispute arises.If two referring agents the bonus may be split at management discretion. Bonus eligi-bility expires at the end of one calendar year from the date of hire. REFERENCE MATERIAL Many books and records are kept in the office for convenience and assistance to agents. These materials are the property of Irongate and are never to be removed from the office.

REFERRALS & REFERRAL FEES Irongate Realtors is affiliated with two worldwide referral companies, Leading Real Es-tate companies of the World and Cartis Mobility. Irongate Realtors also receives referrals through many other third party companies.Incoming referrals must come through the Irongate Relocation Department. The referral fee to be paid to the source company will be taken off the top of the gross commission. These fees will vary depending on the source company. After the referral fee has been deducted from the gross commission, the balance of the commission will be at a 50/50 split on all re-ferrals. Incoming referrals of past clients, active clients or family members are an exception

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to the above split. Commission in this case will be paid at the agent’s current rate.

Outgoing referrals are to be sent through the Irongate Relocation Department. Irongate is a member of the world’s largest relocation service with over 2500 member companies. This independent network of brokers is known as Leading Real Estate Companies of the World, formally RELO. We earn continued membership by sending all outgoing referrals through this network. If any referral is placed outside the network the standard RELO fee will still be deducted from the referral fee paid to the Irongate agent. This fee will be taken off the top of the gross commission and remaining balance will be paid at the agent’s current split Irongate agent to Irongate agent referrals are outside the relocation department guidelines.

RENTAL PROPERTIES These fall into two (2) categories - those managed directly by Irongate with Irongate acting as a fiduciary - and those managed indirectly whereby Irongate does not have a fiduciary responsibili-ty. Managed Directly (with fiduciary responsibility): In this instance Irongate will collect deposits and rents and pay bills out of the Irongate Property Management Trust Account. Managed Indi-rectly (without fiduciary responsibility): In this instance the agent shows and leases the property, but the owner handles all financial aspects of the lease. In either case, the leasing and management fees must be approved in advance by Irongate. Advertising of the property will be the expense of the agent unless a fee is being earned for the rental. In that case, the broker/manager must approve all advertising expenses. The standard fee is 10% of the gross.

Revenue Earned and ReceivedAny income, fee or revenue derived in relationship to real estate activity including but not limited to commissions earned as a result of a sale, lease or management of a property, or the appraisal of a property, whether that appraisal is in the form of a court ordered appraisal, BPO, BMA, CMA, etc. must and in every case be processed through the company. The agent will receive their share of the earned income as soon as possible in the form of a check or direct deposit issued from Irongate. Compliance insures both license law adherence and Errors and Omission Insurance coverage.

SECRETARIAL ASSISTANCEOffice administrators are available to assist agents. In order that all agents may receive as much help as necessary, agents should not require assistance for those tasks they can do themselves. Assistance will be provided on an availability basis.SHOWINGS - IRONGATE LISTINGS All appointments for showings shall be arranged by an Irongate agent or the Appoint-ment Center - not an agent from another company. Showings requested by non-Realtor real estate licensees must be confirmed with the listing Irongate agent and the hom-eowner before agreed to. All showing appointments must be recorded on I-Online. Once an accepted offer is posted on a property, no appointments will be made unless it is a contingent sale which still allows the property to be shown, or unless backup offers are being solicited. Agents are encouraged to set their own Irongate showings through I-Online. SHOWINGS - OTHER BROKERS When setting appointments with other offices, identify yourself immediately, then request show-ing instructions. The Appointment Center is not responsible for arranging other company property

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showings for Irongate agents. When showing, do not discuss the listing price or other information with the sellers. Do not contact sellers regarding offers. An offer must be submitted through the list-ing agent only. Never discuss the ethics of another agent with anyone other than your own Broker. It is always a professional courtesy to leave your business card at each showing.SIGNS Irongate purchases and retains ownership of all signs and feature inserts. Agents purchase their own personal name inserts. It is the responsibility of the listing agent to post the sign, maintain it, post the sold insert, and remove the sign promptly after closing or expiration. Signs are expensive and must be kept clean and straight. When placing a sign, owner per-mission must be obtained and local sign laws must be observed. Each agent is personally responsible for every sign bearing his name insert. All unused signs and feature inserts must be brought to the office for other agents' use. Special signs for unusual listings may only be ordered with permission from management if Irongate is to share the cost of this kind of signage with the agent. Sign ordinances and permits for these must be investigated. Cost will be the agent's responsibility unless otherwise agreed.SIGN IN / OUT BOARD It is the agent's personal responsibility to use the office In/Out Board advising others of your availability. This is not the duty of the receptionist or floor person. Your phone calls or messages will be routed to you according to the information posted on the In/Out Board.

SOUTHERN OHIO REAL ESTATE TITLE AGENCY ; SOUTHERN OHIO INSUR-ANCE COMPANYThe owners of Irongate are part owners of both Southern Ohio Real Estate Title Agency. and Southern Ohio Insurance Company. Agents are encouraged to use these companies for their mortgage and title services. SMOKING : As per state law Smoking is not permitted in any Irongate office. SUBSTANCE ABUSEThe illegal use, sale or possession of controlled substances on or off Irongate's premises by agents or staff are grounds for immediate dismissal. On the other hand, when an agent or staff member stops abusing, is willing to admit they suffer from any form of substance abuse and asks for assistance, Irongate is more than willing to assist in their recovery – by offering staff an unpaid a leave of absence, as an example. For agents, Irongate may arrange for their business to be covered, continue to pay them referrals by placing their license with Hawthorn Hill, or returning their license to the state with the understanding they can return to Irongate once they have completed a residential treatment program. Should the agent or staff member refuse such residential treatment, their license will be returned to the state and/or they will be dismissed immediately. Upon their return to Irongate they must agree to submit to a monthly drug testing program for 12 months. Failure to do so, or a confirmed positive test, will result in immediate dismissal. TELEPHONE BOOK ADVERTISING All telephone book advertising will be contracted with the telephone company by man-agement. Agents wishing to place personal ads must receive approval from management before submitting ads to any telephone book. The brand name “Irongate Inc., Realtors” in

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any advertising must be of equal or greater prominence. The brand name “Irongate Inc., Re-altors” is a protected asset and may be used only with permission of Irongate Inc., Realtors. TERMINATION OF AN AGENTIrongate reserves the right to terminate any agent at the company’s sole discretion. If an Irongate agent leaves the company, management reserves the sole right to determine the on going list-ing status of any currently listed property of the departing agent. The non-recruitment document signed upon joining the company will be strictly enforced for 18 months. Any outstanding trans-actions not yet closed will close through Irongate at the agent’s current commission split. All de-parting agents must complete and sign an exit interview with their manager. The departing agent’s responsibility will be to pay in full his/her broker bill, turn in office keys, all signage, unused office supplies and materials and empty his/her desk. The Office Administrator will sign off that these company assets have been retruned, and any others, listed in the exit interview. Failure to complete the exit interview sheet, or return company assets will be taken into consideration. VACATIONS Agent departing must arrange for business coverage by another agent, including interim agency appoint-ment disclosure. All messages and inquires will be directed to the covering agent. Any compensation for the coverage or resulting listing or sale will be arranged and agreed to in advance between the two agents. Departing agent must arrange for coverage of his phone duty. The floor person should not discuss the whereabouts of the agent with anyone on the telephone.VOICE MAIL When a client calls the office, the duty person should give the client the choice of either leaving a voice mail for the out-of-office agent or taking a written message. It is the agent's responsibility to check his/her own voice mail regularly and clear the messages promptly.WEAPONS (CONCEALED)No firearms are allowed on the premises of Irongate at any time.WEBSITES (PERSONAL) An agent must maintain and keep current his/her own website. Third party advertisments on agent’s personal websites are allowed in so far as those advertisers are not in competition with Irongate or its joint venture partners (i.e. no outside mortgage or title companies). As of January 1, 2007 all Realtors need to state their brokerage and state where license is held on all websites, personal and corporate.

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Appendix OneIrongate Inc., Realtors

General Policy on Agency

SECTION A: GENERAL POLICY ON AGENCY1) It is the policy of Irongate Inc., Realtors to represent both sellers and buyers. Affiliated agents shall represent the seller when they list the property and shall act as a buyer’s agent when working with a buyer.

2) When representing a seller, Irongate Inc., Realtors and its agent owe the seller the duties of loyalty, obedience, confidentiality, accounting and reasonable skill and care in performing our duties, and any other duties contained in our listing agreement. We are required to act solely on behalf of the seller’s interest to seek the best price and terms for the seller. Finally, as a seller’s agent, we also have a duty to disclose to the seller all material information obtained from the buyer or from any other source.

3) When representing a buyer, Irongate Inc., Realtors and its agent owe the buyer the duties of loyalty, obedience, confidentiality, accounting and reasonable skill and care in performing their duties and any other duties contained in an agency agreement. The agent and brokerage are required to act solely on behalf of the buyer’s interests to seek the best price and terms for the buyer. Finally, a buyer’s agent and brokerage also have a duty to disclose to the buyer all material information obtained from the seller or from any other source.

(4) On in-company transactions where both buyer and seller are represented by separate licensees, each party will be represented by their respective agent and those agents must not share confidential information with each other.

The brokerage and its management-level licensees who are not personally representing the buyer or seller are dual agents. In this situation, the brokerage’s role is to do the following:• Objectively supervise the agents involved so they can each fulfill their duties, as outlined above, to each of their clients.• Assist the parties in an unbiased manner to negotiate a contract.• Assist the parties in an unbiased manner to fulfill the terms of any contract.

As a dual agent, the brokerage cannot:• Advocate or negotiate on behalf of either the buyer or seller.• Disclose confidential information to any party or any other employee or agent of the brokerage.• Use confidential information of one party to benefit the other to the transaction.

(5) If a management-level licensee either personally represents the buyer or seller or is the buyer or seller on an in-company transaction, the management-level licensee will only represent his client or himself. The buyer and seller will acknowledge this relationship on the Agency Disclosure Statement.

6) If an agent sells his own listing to a buyer client, the agent is a dual agent. The agent may only act as a dual agent if both buyer and seller agree. A dual agent may not disclose any

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confidential information that would place one party at an advantage over the other party and may not disclose any of the following information without the informed consent of the party to whom the information pertains: • That a buyer is willing to pay more than the price offered; • That a seller is willing to accept less than the asking price; • Motivating factors of either party for buying or selling; or • That a party will agree to financing terms other than those offered.

SECTION B: MANAGEMENT-LEVEL POSITIONSThe following positions in the brokerage are considered to be management level: owner/broker, manager.

SECTION C: APPOINTMENT OF LICENSEESIn the event an agent wants another agent in the brokerage to represent his client, that client must agree in writing to this agent being appointed to represent him. Such written appointments must be maintained in the brokerage file. Appointments in the agency agreement or appointments can be authorized by the client when needed on an appointment of agent form.

SECTION D: WORKING WITH RELATIVES, BUSINESS ASSOCIATES, ETC.1) If a person with whom an agent has a personal, family or business relationship wants to sell property, the agent shall act as a listing agent representing that person. In the event the agent acts as a dual agent and sells the property to a buyer he represents, the nature of the agent’s relationship with the seller must be disclosed to the buyer before the buyer consents to the dual agency and the relationship also must be disclosed on the Agency Disclosure Statement. Any other agent in our brokerage or a cooperating brokerage representing a buyer must be notified of the relationship, and the relationship must be disclosed in writing prior to a contract being entered into.

2) If a person with whom an agent has a personal, family or business relationship wants to purchase property, the agent shall act as a buyer’s agent. Any family, business or personal relationship must be disclosed to the listing agent, or if there is none, to the seller, and disclosed on the purchase contract. In the event the agent acts as a dual agent because the property the buyer wants to purchase is listed with him, the nature of the agent’s relationship with the buyer must be disclosed to the seller before the seller consents to the dual agency and it must be disclosed on the Agency Disclosure Statement as well.

3) If an agent has a personal, family or business relationship with another agent involved in a transaction, that fact must be disclosed to the parties. This disclosure must be made prior to a contract being entered into. Agents are required to notify their manager that such a situation exists so the broker can determine if any policy change is necessary.

SECTION E: AGENTS BUYING OR SELLING THEIR OWN PROPERTY

1) Agents selling their own property must list it with Irongate Inc., Realtors and act as their own listing agent. a) If the agent’s property is shown to a buyer represented by another brokerage, or another agent in Irongate Inc., Realtors, that buyer’s agent shall be notified of the fact that the listing agent is also the seller and this must be noted on any subsequent contract that is entered into.

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b) If a buyer contacts the listing agent/seller directly, that buyer shall be treated as a customer, and told the property is owned by the listing agent, and this must be confirmed in any subsequent purchase contract. The buyer shall be given the Agency Disclosure Statement indicating that the listing agent represents the seller. If the buyer wants representation he will be referred to another agent in the brokerage who can represent him.

c) If the listing agent/seller already has an agency relationship with a buyer who now wants to see his property, he must disclose the fact that he is the owner. If the buyer decides to make an offer, the agent must act as a dual agent. The buyer must be presented with the Agency Disclosure Statement prior to signing the offer. The fact that the agent is the seller must be disclosed on the Agency Disclosure Statement as a “material relationship.” If the buyer does not agree to the dual agency, the procedures set forth in section G shall be followed.

2) Agents buying property for themselves must also handle these transactions through the brokerage and act as a buyer’s agent.

a) If the property the agent wishes to see is listed with another brokerage, the listing brokerage must be notified at first contact that the licensee is acting for himself. On any offer the agent makes, it must indicate that he is a licensed agent with Irongate Inc., Realtors and submit an Agency Disclosure Statement indicating that he is a buyer’s agent.

b) If the property the agent wants to purchase is listed with him, the circumstances must be disclosed to the seller immediately and the seller must consent to the agent acting as a dual agent. The Agency Disclosure Statement must be given to the seller before any offer to purchase is presented to the seller. The fact that the buyer is a licensed agent with Irongate Inc., Realtors must be disclosed on the Agency Disclosure Statement as a “material relationship.” If the seller does not consent to the dual agency, the procedures set forth in section G shall be followed.

c) If the property the agent wants to see is listed with another agent in Irongate Inc., Realtors, the agent must immediately inform the listing agent that he is interested in buying the property for himself. The listing agent shall not share any confidential information with the buyer/agent unless expressly authorized by the seller. If the buyer/agent wishes to make an offer to purchase, he shall indicate on the offer that he is a licensed agent with Irongate Inc., Realtors and submit an Agency Disclosure Statement indicating that he is acting as a buyer’s agent.

d) If the property an agent is interested in seeing for his own possible purchase is not listed (a FSBO), then the agent shall notify the seller at first contact that he is a buyer’s agent representing himself. The agent shall also disclose any intention to seek compensation from the seller. The agent shall not have the seller sign a listing agreement. In the event the agent wishes to purchase this property, the fact that he is a licensed agent with Irongate Inc., Realtors shall be noted on the offer and an Agency Disclosure Statement indicating the agent is acting as a buyer’s agent shall be delivered with the offer.

SECTION F: CONFIDENTIAL INFORMATION

Since agents within Irongate Inc., Realtors act as buyer’s and seller’s agents, it is possible that one agent could potentially be representing a buyer who is buying property listed with

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a different agent in our brokerage. In this instance, each agent has separate duties to his respective client. Therefore, it is necessary for the following steps to be followed to protect the confidential information of the buyer from being disclosed to another agent in our brokerage who could be representing the seller, and vice versa.

1) Office files. Each agent shall maintain in his file cabinet all documents relating to a client he represents. Correspondence, offers, addendums, inspection reports and the like shall not be kept on desks or left out where they could be viewed by other agents. Agents shall keep their file cabinets locked when they are not in the office. The broker/manager shall have a key to the agent’s file cabinet in the event it is necessary for the broker/manager to access this information. The agent shall place in the general office file only those documents that are non-confidential such as listing information.

2) Computerized records and messages. All computer documents maintained by agents shall be password-protected so that other agents in the brokerage cannot retrieve or view this information. Agents shall not share their passwords with one another for any reason.

3) Office meetings and discussions. Agents shall not share confidential information regarding their clients at office meetings or discuss such information with others in the office unless the client specifically permits such disclosure. If the client so authorizes, this authorization should be noted by the agent in his file. Confidential information includes, but is not limited to, a client’s motivation to purchase or sell, a client’s financial information, the amount of any offer or counter-offer that a client has made or is considering making or the amount of any pending contract. Office meetings involving such confidential information shall take place in private, so as not to be overheard by others.

4) Facsimile transmissions. When faxing documents that contain confidential information such as offers and counter-offers, agents must not leave the original documents on the fax machine where they could be viewed by others. Incoming faxes shall only be retrieved by the receptionist. The fax shall then be hand-delivered to the agent, if the agent is in the office, or sealed in an envelope and placed in the agent’s mailbox. Clients and cooperating agents shall be directed not to fax you confidential information during non-working hours unless it is confirmed that you will be there to retrieve it.

5) Telephone and inter-office messages and conversations. Telephone and inter-office messages that contain confidential information shall be hand-delivered in writing to the appropriate agent or placed in an envelope on either the agent’s desk or in his mailbox. Conversations between agents, with management-level licensees or other staff concerning clients shall be held in private if the conversation involves confidential information.

6) Meetings and conversations with clients. All meetings with clients shall take place in the provided conference room. . Telephone conversations with clients that involve confidential information shall take place only in the agent’s office or the provided conference room. Agents shall not utilize the speaker phone when having conversations of a confidential nature, unless the conversations take place in a closed office.

SECTION G: DUAL AGENCY1) Agents acting as a dual agent shall disclose to the parties all relevant information necessary for them to make an informed decision about whether to consent to the dual agency. This would include, but not be limited to, the nature of the relationship the agents

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have with a party to the transaction. This must be done on the Agency Disclosure Statement. If this information later changes, this change must be provided in writing to the parties as soon as possible and they must be given an opportunity to revoke their consent to the dual agency.

2) In the event a party refuses to consent to the dual agency, or seeks to terminate any agency relationship as a result of the proposed dual agency, (broker/manager) shall be notified immediately. If the client’s consent cannot be obtained, Irongate Inc., Realtors and its agents cannot act as dual agents. The (broker/manager) shall attempt to obtain the objecting party’s consent to another agent in the Irongate Inc., Realtors being appointed to represent him. If this cannot be agreed upon, the (broker/manager) shall, depending on the circumstances and wishes of the parties, determine which relationship shall be terminated.

SECTION H: CHANGING AGENCY RELATIONSHIPSAgents shall not change agency relationships once they have been established, unless approved by (broker/manager). If such a change is approved, the client whose agency relationship is being terminated must consent in writing and any persons who know of the previous relationship must be notified in writing as well.

SECTION I: POLICY ON COOPERATION AND COMPENSATION1) It is the policy of Irongate Inc., Realtors to cooperate with all other brokerages on an equal and consistent basis. This means Irongate Inc., Realtors and its agents will make its listings available to other brokerages to show, provide information that is not confidential, and present all offers written by other brokerages in a timely and objective manner.

2) Unless the seller does not authorize it, Irongate Inc., Realtors will offer compensation to the following other brokerages: to buyer's brokers only as indicated in the MLS.

3) Irongate Inc., Realtors does reserve the right, in some instances, to vary the compensation it offers to other brokerages, whether as subagency or buyer agency compensation. Therefore, the compensation it offers cooperating brokers may not always be equal and consistent.

4) When acting as a buyer’s agent, Irongate Inc., Realtors also accepts compensation offered by the listing broker through the multiple listing service.

SECTION J: GENERAL LISTING PROCEDURES1) When securing a listing, explain to the seller that you, the brokerage and management-level licensees will represent him.

2) Explain to the seller our brokerage policy of also representing buyers. Disclose the fact that you have buyers that you represent and that other agents in the firm represent buyers also. Use the “Consumer Guide to Agency Relationships” to help explain your role as a dual agent if one of your buyer/clients purchases your seller’s listing. Explain how the transaction will be handled if the buyer is represented by another agent in our brokerage.

3) Have the seller sign and date acknowledging receipt of the “Consumer Guide to Agency Relationships.”

4) Have the seller check on the listing agreement whether he authorizes Irongate Inc.,

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Realtors to offer subagency and/or compensation to buyer brokerages. Have the seller sign and date the listing agreement.

5) Unless exempt, on property built before 1978, have the seller complete the lead-based paint disclosure and acknowledgement form, sign and date it.

6) Unless exempt, on residential property, have the seller complete the residential property disclosure form, sign and date it.

SECTION K: GENERAL PROCEDURES WHEN REPRESENTING BUYERS1) When establishing an agency relationship with a buyer, explain that you, the brokerage and management-level licensees will represent him.

2) Explain to the buyer that you also take listings, as do other agents, and therefore represent those sellers. Use the “Consumer Guide to Agency Relationships” to help explain your role as a dual agent if he buys your listing, and how it will work if he buys property listed with a different agent in our brokerage.3) The buyer must be provided with the “Consumer Guide to Agency Relationships” before the earliest of the following events:• Showing the buyer property;• Pre-qualifying the buyer;• Asking the buyer for specific information about his financial ability to purchase property;• Discussing an offer; or • Submitting an offer.

4) Have the buyers sign and date acknowledging receipt of the “Consumer Guide to Agency Relationships.”

5) When you contact other brokerages about their listings, immediately disclose the fact that you are a buyer’s agent. Do the same on FSBO’s and disclose any intent to seek compensation from the seller.

6) On residential properties, give the buyer the residential property disclosure form, the lead-based paint disclosure and acknowledgement form, and the EPA lead paint pamphlet if these are required on the property. Have the buyer sign these forms before signing the offer.

7) When you write an offer on property you do not have listed, have the buyer sign the Agency Disclosure Statement prior to signing the offer and deliver this form along with the offer.

8) If the buyer is making an offer on property you have listed, tell this to the buyer and disclose to both buyer and seller any material facts about your representation of these two clients--for example, if you have a personal, family or business relationship with one of the parties. If such a relationship exists, indicate it on the Agency Disclosure Statement. Have the buyer sign the Agency Disclosure Statement before the buyer signs the offer. You must have the seller sign the Agency Disclosure Statement before you present the offer to the seller.

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Appointment of Agent I hereby agree to the following agent(s):__________________________________________being appointed to represent me in the (check one)

_____ purchase of property: or

_____ sale of my property located at:

________________________________________________________________________________.

This agent is authorized to represent me for (check one):

_____ the remaining term of my existing agency agreement with _______________________

including any extension(s); or _____ for the period of time beginning on: _______________ and ending on _______________.

I understand that upon termination of this appointment, the agent named above will no longer represent me as my agent, and could potentially represent another party in a transaction involving me. If this occurs, this agent is prohibited from disclosing any confidential information he learned about me, my property, or any proposed transaction during the term of this appointment.

_________________________________________ ___________________________Client (date) Agent (date)

_________________________________________Client (date)

Irongate Inc., Realtors

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Seller’s Consent to Disclosure Agents have a duty to their client to maintain the client’s confidential information, unless the client authorizes disclosure of the information or disclosure is required by law. Confidential infor-mation includes information that you direct to be kept confidential or information that if disclosed could have an adverse effect on your position in the transaction. The selling agent or buyer will often request information about the matters listed below. To ensure that only information you authorize is provided, you are requested to indicate those facts that you permit your agent to provide to buyers or their agents. This will allow your agent to provide this information without contacting you at each request. This consent shall remain in effect unless withdrawn by you in writing.

Information your agent can provide to buyers or their agents:

_____ The original purchase price you paid for your home, which was __________._____ Your motivation for selling. Specify _____________________________________ How long your property has been for sale._____ Information on comparable sales._____ That you would entertain an offer for less than the list price._____ That you would agree to financing terms other than those offered._____ That you would agree to make repairs or improvements to the property as a condition of sale. Specify: ______________________________ That you would agree to other concessions that would have an economic impact on the transaction. Specify: ______________________________ The existence of or the potential for multiple offers.

Additional information your agent can provide:

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_____________________________________ _________________________________Seller (date) Agent (date)

_____________________________________ Seller (date)

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Buyer’s Consent to Disclosure Agents have a duty to their client to maintain the client’s confidential information, unless the client authorizes disclosure of the information or disclosure is required by law. Confidential information includes information that you direct to be kept confidential or information that if disclosed could have an adverse effect on your position in the transaction. The seller or their agent will often request information about you on the issues listed below. To ensue that only information you authorize is provided, you are requested to indicate the facts listed below that you permit your agent to provide to sellers or their agents. This will allow your agent to provide this information without contacting you at each request. This consent shall remain in effect unless withdrawn by you in writing.

Information your agent can provide to sellers or their agents:

_____ Your motivation for purchasing. Specify: _______________________________________________ That you would consider increasing the price offered._____ That you would agree to financing terms other than those offered._____ That you would agree to other concessions that would have an economic impact on the transaction. Specify: ______________________________ Information on your ability to obtain financing. Specify: __________________________________________

Additional information your agent can provide:_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

____________________________________ _________________________________Buyer (date) Agent (date)

_____________________________________Buyer (date)

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Affiliated Business Arrangement DisclosureTo: ________________________________________________________________________

(Buyer/Tenant/Seller)From: ________________________________________________________________________

(Agent For Irongate Inc., Realtors)Property: _____________________________________________________________________

This is to give you notice that Irongate, Inc. has a business relationship with Southern Ohio Mortgage, LTD (“SOM”), Southern Ohio Real Estate Title Agency, LLC (“SORETA”) and Southern Ohio Insurance Agency, LLC (“SOIA”). Be-

cause Irongate, Inc. or its shareholders are equity owners of these related companies, the use of one or more of these companies may provide Irongate, Inc. or its shareholders with a financial or other benefit.

• SOM is a provider of first and second mortgage loans and related services. Its charges vary depending upon the size and nature of the transaction and the credit scores of the borrowers. A good faith estimate of settlement charges will be given to each borrower.

•SORETA provides title insurance services to owners and lenders.

•SOIA provides property, casualty, accident, health and life insurance to its customers.

YOU ARE NOT REQUIRED TO USE SOM, SORETA OR SOIA AS A CONDITION FOR PURCHASE, SALE OR REFINANCE OF THE SUBJECT PROPERTY. THERE ARE OTHER SETTLEMENT SERVICE PROVIDERS

AVAILABLE WITH SIMILAR SERVICES. YOU ARE FREE TO SHOP AROUND TO DETERMINE THAT YOU ARE RECEIVING THE BEST SERVICE AND THE BEST RATES FOR THESE SERVICES.

SOM, SORTEA and SOIA do not pay any fees or compensation to Irongate, Inc. sales agents for referrals made to SORETA or SOIA.

The fees paid by customers of SOM, SORETA and SOIA are solely for the services rendered. Any profits of SOM, SORETA and SOIA are distributed only to those holding an ownership interest in the companies,

including Irongate, Inc. or its shareholders.

The estimated charge or range of charges for their services is:

Provider Settlement Service Estimated Cost

SOM Mortgage Lending As shown on good faith estimate given at applicationSORETA Title Insurance Binder $65.00 SORETA Title Insurance & Endorsements Rates approved by Ohio Department of Insurance SORETA Title Closing & Title Exam $350.00 - $390.00* SOIA Property & Casualty, Life and Rates approved by Ohio Department of Insurance Health Insurance Policies I/We have read this disclosure and understand that Irongate, Inc. is referring me/us to purchase the above described settlement service(s) and may receive a financial or other benefit as the result of this referral.

____________________ ______________ ____________________________ ___________Buyer/Tenant Date Seller/Landlord Date

_____________________ _______________ _____________________________ ___________Buyer/Tenant Date Seller/Landlord Date

*These services provided by agencies at Buyer’s election from the following providers: Fidelity Lawyers Title Agency, LLC and Landmark Title Agency South.

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Irongate's "Do Not Call"PolicyIn accordance with the Telephone Consumer Protection Act (TCPA),

and rules of the Federal Communications Commission (FCC) and the Federal Trade Commission (FTC), Irongate Inc., Realtors has established the following "Do Not Call" Policy.

1) Irongate Inc., Realtors hereby agrees to abide by the provisions of the TCPA, and the Telemarketing Sales Rule (TSR) of the Federal Trade Commission as amended on January 29, 2003.

2) Irongate Inc., Realtors is a registered subscriber to the National Do Not Call Registry, and maintains a National Do Not Call list for telephone area codes (937 & 513) and updates this list at least every ninety (90) days. This list is maintained by employees of the brokerage, and is made available to all sales licensees.

3) Irongate Inc., Realtors maintains a company-specific Do Not Call list, updates this list whenever a consumer makes a request to be added, and cross-references this list with the National Do Not Call list every thirty (30) days. This list is maintained by employees of the brokerage and is made available to all sales licensees.

4) Irongate Inc., Realtors holds regular training sessions to enforce compliance with this policy for all its sales licensees.

5) Irongate Inc., Realtors maintains records documenting its procedures to prevent calls to any telephone number on its company-specific Do Not Call list or the National Do Not Call Registry. Telephone records are also main-tained to document consumer-initiated calls and inquiries to establish a business relationship as well as all verifiable authorizations or records of express informed consent or express agreement to call. Records are maintained for a period of two (2) years.

6) Irongate Inc., Realtors understands that you have certain rights under the law, including: A. Anyone making a telephone solicitation call to your home must provide his/her name, the name of the entity on whose behalf the call is being made, and a telephone number or address at which you may contact that entity. B. You may request a copy of this Policy as well as our company-specific Do-Not-Call list. C. You may request your telephone number be placed on our company-specific Do-Not-Call list, and it will remain on this list for five (5) years from the date of such request. D. You may file a complaint on-line at www.donotcall.gov or by calling 1-888-382-1222.7) Irongate Inc., Realtors understands that the law prohibits misusing a Do Not Call list, denying or interfering with a person's Do Not Call rights, calling outside the permissible hours of 8 a.m. and 9 p.m., abandoning an outbound telephone call, failing to transmit Caller Identification information, using threats, intimidation, or profane or ob-scene language, or causing any telephone to ring or engaging any person in telephone conversation repeatedly or continuously with intent to annoy, abuse, or harass.

I acknowledge receipt of this policy, and hereby grant my permission for ______________________________________________________________

(Agent Name) or any representative of Irongate Inc., Realtors to call me even if I have registered my telephone number

on the National Do Not Call list. This permission is granted until such time as I request any representative of Irongate Inc., Realtors to place my telephone number on its company-specific Do Not Call List.

_____________________________________________ ____________________Signature Date_____________________________________________ ____________________Address City

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CONSUMER GUIDE TO AGENCY RELATIONSHIPS

Irongate Inc., Realtors

We are pleased you have selected Irongate Inc., Realtors to help you with your real estate needs. Whether you are selling, buying or leasing real estate, Irongate Inc., Realtors can provide you with expertise and assistance. Because this may be the largest financial transaction you will enter into, it is important to understand the role of the agents and brokers with whom you are working. Below is some information that explains the various services agents can offer and their options for working with you. For more information on agency law in Ohio you can also contact the Ohio Division of Real Estate & Professiona lLicensing at (614) 466-4100, or on their website www.com.state.oh.us.

Representing Sellers/LandlordsMost s/landlords of real estate chose to list their home for sale with a real estate brokerage. When they do so, they sign a listing agreement/lease agreement that authorizes the brokerage and the listing agent to represent their interests. As the ’s agent, the brokerage and listing agent must: follow the ’s lawful instructions, be loyal to the /landlords, promote the ’s /landlord’s best interests, disclose mate-rial facts to the /landlord, maintain confidential information, act with reasonable skill and care and, account for any money they handle in the transaction. In rare circumstances, a listing broker may offer “subagency” to other brokerages which would also represent the ’s/landlord’s interests and owe the /landlord these same duties.

Representing Buyers/TenantsWhen purchasing real estate, buyers/tenants usually choose to work with a real estate agent as well. Often the buyers/tenants want to be represented in the transaction. This is referred to as buyer’s/tenant’s agency. A brokerage and agent that agree to represent a buyer’s /tenant’s interest in a transac-tion must: follow the buyer’s/tenant’s lawful instructions, be loyal to the buyer/tenant, promote the buyer’s/tenant’s best interests, disclose material facts to the buyer/tenant, maintan in confidential information and account for any money they handle in the transaction.

Dual AgencyOccasionally the same agent and brokerage who represents the /landlord also represents the buyer/tenant. This is referred to as dual agency. When a brokerage and its agents become “dual agents,” they must maintain a neutral position in the transaction. They may not advocate the position of one client over the best interests of the other client, or disclose any confidential information to the other party without written consent.

Representing Both the Buyer/Tenant & /LandlordOn occasion, the buyer/tenant and /landlord will each be represented by two different agents from the same brokerage. In this case the agents may each represent the best interest of their respective clients. Or, depending on company policy, the agents may both act as dual agents and remain neutral in the transaction. When either of the above occurs, the brokerage will be considered a dual agent. As a dual agent the brokerage and its managers will maintain a neutral position and cannot advocate for the position of one client over another. The brokerage will also protect the confidential information of both parties.

Working With Irongate Inc., RealtorsIrongate Inc., Realtors does offer representation to both buyers and s. Therefore the potential exists for one agent to represent a buyer /tenant who wishes to purchase property listed with another agent in our company. If this occurs each agent will represent their own client, but Irongate Inc., Realtors

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and its managers will act as a dual agent. This means the brokerage and its managers will maintain a neutral position and not take any actions that will favor one side over the other. Irongate Inc., Real-tors will still supervise both agents to assure that their respective clients are being fully represented and will protect the parties’ confidential information.

In the event that both the buyer/tenant and /landlord are represented by the same agent, that agent and Irongate Inc., Realtors will act as dual agents but only if both parties agree. As dual agents they will treat both parties honestly, prepare and present offers at the direction of the parties, and help the parties fulfill the terms of any contract. They will not, however, disclose any confidential information that would place one party at an advantage over the other or advocate or negotiate to the detriment of either party.

If dual agency occurs you will be asked to consent to it in writing. If you do not agree to your agent acting as a dual agent, you can ask that another agent in our company be assigned to represent you or you can seek representation from another brokerage.

As a buyer/tenant, you may also choose to represent yourself on properties Irongate Inc., Realtors has listed. In that instance Irongate Inc., Realtors will represent the /landlord and you would represent your own best interests. Because the listing agent has a duty of full disclosure to the /landlord you should not share any information with the listing agent that you would not want the /landlord to know.

Working With Other BrokeragesWhen Irongate Inc., Realtors lists property for sale it also cooperates with, and offers compensation to, other brokerages that represent buyers/tenants. Irongate Inc., Realtors does reserve the right, in some instances, to vary the compensation it offers to other brokerages. As a /landlord, you should understand that just because Irongate Inc., Realtors shares a fee with a brokerage representing the buyer/tenant, it does not mean that you will be represented by that brokerage. Instead that company will be looking out for the buyer/tenant and Irongate Inc., Realtors will be representing your inter-ests. When acting as a buyer’s/tenant’s agent, Irongate Inc., Realtors also accepts compensation of-fered by the listing broker. If the property is not listed with any broker, or the listing broker does not offer compensation, we will attempt to negotiate for a /landlord-paid fee.

Fair Housing StatementIt is illegal, pursuant to the Ohio Fair Housing Law, division (H) of Section 4112.02 of the Revised Code and the Federal Fair Housing Law, 42 U.S.C.A. 3601, to refuse to sell, transfer, assign, rent, lease, sublease or finance housing accommodations, refuse to negotiate for the sale or rental of hous-ing accommodations, or otherwise deny or make unavailable housing accommodations because of race, color, religion, sex, familial status as defined in Section 4112.01 of the Revised Code, ancestry, military status, disability as defined in that section, or national origin or to so discriminate in ad-vertising the sale or rental of housing, in the financing of housing, or in the provision of real estate brokerage services. It is also illegal, for profit, to induce or attempt to induce a person to sell or rent a dwelling by representations regarding the entry into the neighborhood of a person or persons belong-ing to one of the protected classes.

We hope you find this information to be helpful to you as you begin your real estate transaction. When you are ready to enter into a transaction, you will be given an Agency Disclosure Statement that specifically identifies the role of the agents and brokerages. Please ask questions if there is any-thing you do not understand. Because it is important that you have this information, Ohio law re-quires that we ask you to sign below, acknowledging receipt of this Consumer Guide. Your signature will not obligate you to work with our company if you do not choose to do so.

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ConfidentialityWhen making an offer on a property, please be aware that the terms and conditions of an offer to purchase/lease may not be considered confidential by the listing broker unless otherwise agreed. If you have any questions about the process of purchasing/leasing a property and/or about confidential-ity, please ask your Irongate agent.

__________________________________ ________________________________Name (Please Print) Name (Please Print) __________________________________ _________________________________Signature Date Signature Date

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COMMISSION RIDER

The commission received by BROKER in which SALESPERSON has an interest (including both listing commissions and buyer agency fees) shall be divided as follows:

Salesperson’s Share ___________%

Broker’s Share ___________%

Office Expenses shall be paid as set forth in Irongate’s Company Policies and Procedures manual as amended from time to time, except as follows:

Sales Expenses shall be paid as set forth in Irongate’s Company Policies and Procedures manual as amended from time to time, except as follows:

Salesperson acknowledges that Salesperson has read Irongate’s Company Policies and Procedures manual and agrees to be bound by the terms thereof as amended from time to time hereafter.

Salesperson shall conduct Salesperson’s activities in a professional and ethical manner consistent with Irongate’s policies and procedures.

___________________________________ Broker

___________________________________ Salesperson

____________________________________Date

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Property Management and Rental Policy

Agents who wish to rent and/or manage a property must have knowledge of both State and Federal regulations including but not limited to the Fair Credit Reporting Act, Fair Housing Laws, lead-based paint regulations, and Ohio’s landlord-tenant provisions and license laws, and must perform their duties accordingly. Irongate reserves the right to require mandatory classes to keep agents cur-rent with these and other rules, regulations and legal requirements.

Irongate Inc., Realtors requires that all rental, leasing and property management activities comply with the Ohio Revised Code Section 4735.01 (A) and Irongate Property Management and Rental Policy as forth below:

Administrative Fees: An administrative fee will be charged to the agent: - Property Management fees – 5% of the gross fee - Lease Up – one time rental – 2% of the gross fee- Tenant representation – 0%

Advertising: Agents advertising rental properties must include the brokerage name and the agent’s name (as it appears on the license). The brokerage name is to be displayed in equal or greater promi-nence than the salesperson’s name. If an agent owned property is listed and/or managed through the company, this ownership position must be acknowledged in all advertisements.

Agent Owned Properties: If an agent is the sole owner of a rental property or owns the property with a spouse or co-habitant, the agent does not have to process the property through the brokerage. However, an agent who is not handling the rental of their own property through the brokerage should NOT use the Irongate name, logo, signs or the Irongate lease agreement at any time during the rental and/or management of the property.

In advertising an agent owned property, whether the rental is or is not processed through the broker-age, the agent must still disclose that he/she is a licensed real estate agent in the State of Ohio.If an agent owns personal property jointly with other parties and receives a fee, this transaction must be processed through brokerage. The commission split will be calculated on the agent’s percentage of interest in the property.

If an agent owns personal property jointly with other parties and does NOT receive a fee, this trans-action does not have to be processed through the brokerage. In this case, the agent must NOT use the Irongate name, logo, signs or the Irongate lease agreement at any time during the rental and/or management of the property.

If an agent is operating as a LLC or as a Corporation and is taking a fee through that entity for the rental and/or management of the property, Ohio Revised code requires that these fees must to be processed through the brokerage.

If an agent is operating as a LLC or as a Corporation and is NOT taking a fee, these properties do not have to be processed through Irongate. The agent should NOT use the Irongate name, logo, signs or the Irongate lease agreement at any time during the rental and/or management of the prop-erty.

If an agent owned rental property is not processed through the company, an agent must provide

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the Property Management Department with a Acknowledgment and Disclaimer (provided by Irongate)signed by both the agent and the tenant that Irongate Inc., Realtors is not a participant in the leasing and/or management of the property. Fee Structure for property management and rental:

Lease Up: A one time leasing of a property and no other service provided is known as a “lease up”. The owner would assume all responsibility for rent collection, maintenance, etc. The fee is one month’s rent. The earned fee will be processed on the Rental Sheet.

Lease up PLUS management: The fee is one month’s rent + 10% of the gross monthly income in-cluding late fees. Any fees collected by the agent should be outlined in the Management Agreement signed by the owner. The earned fee will be processed on the Rental Sheet.

Commercial Lease: The fee is 6-10% of the total lease payment of the first term of the lease. Subse-quent terms should generate some form of payment; i.e., a percentage of the total leases payment or at least ½ of the total lease payment. The earned fee will be processed on the Rental Sheet.

Coop Fees: It is highly recommended that a minimum fee of 25% of the first month’s rent be offered to coop agents.

Forms: It is the policy of Irongate that whenever you engage a client either for the purpose of rent-ing or managing a property, the same forms used in the purchase of a property must also be used in these activities as well. The same procedures for the use of these forms and disclosures must also be followed. For example, the Irongate Consumer Guide to Agency must be presented to the potential landlord and/or tenant at the earliest possible meeting (except at an open house), and certainly before engaging in any discussions regarding pre-qualification or an offer to lease the property. In addition to the Consumer Guide to Agency, agents must present the following documents when representing the landlord and/or tenant:

- Irongate Agency Disclosure - Irongate Property Management & Lease Agreement - Irongate Lease Agreement - Ohio Property Disclosure - Lead Base Paint Disclosure (for properties built before 1978) - Do Not Call Form - Affiliated Businesses

Lease Application: As part of the rental service of a property, an agent may provide a Rental Ap-plication. Said application would cover such things as a request for the applicant's Social Security number (in order to run a credit report), employment history, personal references, rental history, etc. In some cases the owner/landlord of the property will not require a credit report to be run on the applicant as a apart of the application process. This practice should remain consistent for all rental applicants for the subject property. The agent cannot engage in any subjective or discriminatory behavior in assessing the rental applicant. In short, the same process must be followed for all appli-cants on a given property.

Management Agreement: The Irongate Property Management Agreement must be used by all agents and is available on Irongateonline. This Management Agreement is an outline of the duties and responsibilities of the agent and to the extent allowable by State law, is flexible, in that it is writ-

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ten to allow the agent to customize the management duties. However, the Irongate Property Manage-ment Agreement must always address the duties that will be performed by the brokerage, the broker-age fees to be paid and who will hold the security deposit.

Management Expense Payment and Procedures: In the course of the management of a property, the agent may need to order work to be performed for the good maintenance of the property. Before any work is performed, the agent is required to consult with the Irongate Property Management Department to assure that funds are available prior to ordering repairs. Furthermore, deposits into the Irongate Management account for the purpose of paying for needed maintenance and repairs must "clear" the bank before checks will be written against the deposited funds.

Property Management Department Responsibilities: The Irongate Property Management Department will pay all approved invoices for repairs, etc. Ex-penses will be paid after maintenance fee checks have cleared the bank.

The Irongate Property Management Department will disburse all payments to owners and pay agent fees.

The Irongate Property Management Department will provide monthly and quarterly income/expense statements to the Landlord and the Agent.

The Irongate Property Management Department will maintain all records for 3 years.

Records: All records listed below must be kept for a period of 3 years from the consummation of the management and/or rental agreement. Agents are encouraged to maintain their own file as well as provide all required documents to both the Office Administrator and the Irongate Property Man-agement Department.

- Irongate Consumer Guide to Agency - Irongate Agency Disclosure - Irongate Property Management & Lease Agreement - Irongate Lease Agreement - Ohio Property Disclosure - Lead Base Paint Disclosure (for properties built before 1978) - Do Not Call Form - Affiliated Businesses - Security Deposit slips - Bank Deposits of rents - Receipts for bills paid - Monthly reports - Any documentation related to the transaction

Security Deposits: Whenever possible, it is recommended that agents encourage the Landlord to hold the Security Deposits himself. If the landlord does hold the security deposit, the same must be stated in both the property management agreement and the lease. When this is not the case and Irongate is required to hold the security deposit, said deposit will be held in the Irongate Property Management non-interest bearing Trust Account. Release of the security deposit must be set forth in both the lease and management agreement. Note, Security Deposits cannot be used for the ongoing maintenance and/or expenses of the property.

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Irongate Beavercreek 3295 Kemp Road Beavercreek OH 45431

Voice: (937) 426-0800 • Fax (937) 426-6322

Irongate Centerville122 North Main Street Centerville OH 45459Voice: (937) 433-3300 • Fax: (937) 433-1374

Irongate Kettering 4433 Far Hills Avenue Kettering OH 45429Voice: (937) 298-6000 • Fax: (937) 298-5431

Irongate North 5 W. Wenger Road, Englewood OH 45322

Voice: (937) 540-1234 • Fax: (937) 540-1230

Irongate Springboro305 E. Central Ave. Springboro OH 45066

Voice: (937) 748-0000 • Fax: (937) 743-3232

Irongate Washington Township1353 Lyons Road Dayton OH 45458

Voice: (937) 436-2700 • Fax: (937) 436-3908

Irongate Relocation Services 1-800-875-3305

professionals@IrongateRealtors.com

www.IrongateRealtors.com