By the Division of Banks

COMMONWEALTH OF MASSACHUSETTS

Suffolk, SS.

COMMISSIONER OF BANKS
MORTGAGE LENDER
LICENSING
Docket No. 2007-001-CA

CONSENT AGREEMENT


In the Matter of

MORTGAGE LENDERS NETWORK USA, INC.
Middletown, Connecticut

Mortgage Lender License No(s). ML0847; ML1392 and ML2216


WHEREAS, the Division of Banks ("Division"), through the Commissioner of Banks ("Commissioner"), has jurisdiction over the licensing and regulation of persons and entities engaged in the business of a mortgage lender in the Commonwealth of Massachusetts pursuant to Massachusetts General Laws chapter 255E, section 2;

WHEREAS, Mortgage Lenders Network USA, Inc. ("MLN" or the "Corporation") was licensed by the Commissioner as a mortgage lender under Massachusetts General Laws chapter 255E, section 2, holding Mortgage Lender License No(s). ML0847, ML1392 and ML2216;

WHEREAS, on January 19, 2007, the Commissioner, acting pursuant to Massachusetts General Laws chapter 255E, section 7(b), issued a Findings of Fact and Temporary Order to Cease and Desist, Docket No. 2007-001 ("Temporary Order") against MLN as a result of MLN's alleged failure to demonstrate and maintain the character, reputation, integrity, and general fitness that would warrant the belief that its mortgage lender business would be operated honestly, fairly, and soundly in the public interest in violation of Massachusetts General Laws chapter 255E, section 4 and the Division's regulations 209 CMR 42.03(2)(c);

WHEREAS, on February 6, 2007, MLN filed a "Request for Hearing" with regard to the Commissioner's Temporary Order;

WHEREAS, on February 5, 2007, MLN filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101 through 1330, in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"), in a case captioned In re Mortgage Lenders Network USA, Inc., Case No. 07-10146 (the "Bankruptcy Proceeding");

WHEREAS, as part of the Bankruptcy Proceeding, MLN has been engaged in the orderly winding down of its business operations and has ceased the activities of a licensed mortgage lender in the Commonwealth of Massachusetts;

WHEREAS, MLN hereby represents and certifies that the individual signing below on behalf of MLN is authorized to execute this Consent Agreement and legally bind MLN, subject to the approval of the Bankruptcy Court; and

WHEREAS, MLN and the Division desire to resolve the matters alleged in the Temporary Order.

NOW THEREFORE, in consideration of the foregoing and the mutual promises set forth herein, and subject to the approval of the Bankruptcy Court, the parties agree to the following:

  1. MLN agrees to permanently cease the activities of a mortgage lender in the Commonwealth of Massachusetts and to voluntarily surrender its licenses to engage in the business of a mortgage lender in Massachusetts. Immediately upon the approval of this Consent Agreement by the Bankruptcy Court, MLN shall surrender all of its above-captioned Massachusetts mortgage lender licenses by returning the original license certificates or, if a license(s) cannot be located, an affidavit of lost license(s) to the Division at One South Station, 3rd Floor, Boston, Massachusetts 02110.
  2. MLN states that its loan files are being stored at various Iron Mountain locations, and that its custodian of records is Daniel Scouler, 1800 Century Park East, Suite 600, Los Angeles, California, 90067.
  3. MLN, or any successor entity to the Corporation, will refrain from submitting an application to obtain a license from the Commissioner for a period of forty-eight (48) months from the effective date of this Consent Agreement.
  4. To the extent that MLN, or any successor entity to the Corporation, wishes to resume business as a licensed mortgage lender and/or mortgage broker at the expiration of the 48-month period referenced in Paragraph 3, MLN shall be required to obtain the relevant license to do so from the Commissioner. The Commissioner will be assumed to have all of the discretion set forth within General Laws chapter 255E, section 4 and 209 CMR 42.00 et seq. in determining whether to issue a license to MLN to conduct the licensed business provided, however, that any such application submitted more than 48 months after the effective date of this Consent Agreement shall not be denied on the basis of the Temporary Order.
  5. Subject to the approval of this Consent Agreement by the Bankruptcy Court, MLN and the Commissioner hereby waive, solely for purposes of settling this proceeding:
    1. A written decision of the Commissioner;
    2. Exceptions and briefs with respect to such written decision;
    3. All rights, relative to this matter, to bring any civil claim, cause of action, counterclaim, or appeal that it may have; and
    4. Review of this Consent Agreement pursuant to Massachusetts General Laws chapter 30A.
  6. By a separate Order entered on the 30 th day of April, 2008, the Commissioner terminated the Temporary Order issued on January 19, 2007, and agrees that the Division shall not, as long as MLN complies with this Consent Agreement, pursue the matters set forth in such Temporary Order through its administrative process.
  7. Except as otherwise provided herein, MLN agrees to forego its administrative remedies with respect to the Temporary Order, including its right to an administrative hearing and its right to appeal such administrative proceedings.
  8. Following execution by the parties, this Consent Agreement shall become effective upon approval of the Bankruptcy Court.
  9. In the event of any reinstitution of administrative proceedings by the Commissioner, or in the event that the Bankruptcy Court fails to approve this Consent Agreement, nothing herein shall be construed as a waiver by MLN of its right to pursue administrative remedies, including any and all rights to an administrative hearing, as well as any and all rights to appeal such administrative proceedings.
  10. This Consent Agreement and the Order Terminating the Temporary Order to Cease and Desist are the complete documents representing the resolution of this matter. There are no other agreements, promises, representations, or warranties other than those specifically set forth herein.

Agreed to by:

Mortgage Lenders Network USA, Inc.

Daniel Scouler
______________________
Chief Restructuring Officer



April 30, 2008
______________________
Date



and

Commonwealth of Massachusetts
Division of Banks

Steven L. Antonakes
______________________
Commissioner of Banks



April 30, 2008
______________________
Date