WO2001029735A1

WO2001029735A1 - Secured lending transaction processing and management system

Info

Publication number: WO2001029735A1
Application number: PCT/US2000/028991
Authority: WO
Inventors: Michael G. Paton; Robert S. Wynne
Original assignee: Provalent, Inc.
Priority date: 1999-10-20
Filing date: 2000-10-20
Publication date: 2001-04-26

Abstract

A method for processing a secured lending transaction on a main computer includes receiving an order for a transaction at the main computer from a lender using a first remote computer, establishing a data file for the transaction at the main computer including a unique identification number for the transaction, storing the data file in a memory of the main computer, generating instructions regarding the transaction at the main computer, and transmitting the instructions from the main computer to a second remote computer for processing the transaction.

Description

SECURED LENDING TRANSACTION PROCESSING AND MANAGEMENT SYSTEM

Background and Summary of the Invention The invention, called the "LienGuard System," is an Internet-based, e-commerce computer application and process that encompasses a comprehensive system for processing, managing and delivering certain services required by banks, credit unions, thrifts, equipment leasing companies, other financial institutions and their agents and representatives (called "lenders") throughout the United States with respect to their secured lending transactions. These services are performed by third parties in connection with secured lending transactions that are governed by Article 9 of the Uniform Commercial Code.

The system of the present invention provides a main computer which communicates to both lenders and agents at remote locations. The main computer receives transaction orders from the lender and submits the orders to the agent responsible for providing the particular requested service. In another embodiment, the present invention provides direct connection and filing of certain documents with a governmental agency office, such as a Secretary of State's Office in a particular state. The system of the present invention makes inquiries so that the lender inputs certain information and then automatically generates an appropriate form or forms or document or documents for a particular transaction in a particular state. In other words, the system of the present invention automatically completes the appropriate form based on the information input by the lender and does not require the lender to type information onto each specific form. The system of the present invention permits the lender to fax or scan documents that are required to be included with services to be performed by the agent to the main computer where those documents are electronically attached to the applicable order request which is then electronically submitted to the agent for processing. The system of the present invention permits the agent to fax or scan documents that represent the results of services ordered by the lender to the main computer which then generates an electronic message to the lender advising the lender that the results are available and permitting the lender to view images of these documents and/or forward these images to third parties or other individuals within the lender's organization.

The system of the present invention includes the lender check-out feature discussed below in which the lender is sent an electronic message specifically identifying the services that have been rendered with respect to the subject transaction, and all relevant details with respect to that transaction, along with a request or demand for reply to the electronic message. Upon receipt of the electronic message, the lender may confirm accurate and complete provision of requested services.

The system of the present invention also provides a legal opinion to the lenders once a series of steps have been completed related to certain transactions that involve financing statement filings. First, a general legal opinion with regard to a particular transaction is obtained indicating that once a series of steps have been performed, that a particular security interest has been perfected. Therefore, the system of the present invention determines whether this required series of steps has occurred and, if so, issues an appropriate legal opinion regarding the particular transaction. The lender can print the opinion in draft form prior to completion of all the required steps.

A. Introduction to the Uniform Commercial Code

In most commercial loans, the lender takes a secured interest (or a "lien") in property of the borrower that is being used as collateral for the loan. For example, a farmer may borrow money from a bank and use one of his tractors as collateral for the loan. The bank will take a secured interest in the tractor so that if the farmer defaults on the loan the bank will be able to take and sell the farmer's tractor. It is possible that more than one lender could have a secured interest in the farmer's tractor. In most instances, the lender that took the first secured interest in the tractor will have "priority" and would be able to take the tractor (or the proceeds from the sale of the tractor) to satisfy its unpaid debt before the other lender. There is a uniform body of law, the UCC, that provides rules for the perfection of security interest in certain types of collateral. Each state has adopted some variation of the UCC, although each state's version has its own idiosyncrasies. In the states and counties throughout the U.S., there are what are called "UCC filing offices." The purpose of these UCC filing offices is to provide a system for registering security interests in collateral and identifying who has priority when there are two or more security interests in that collateral. A party who wants to take a security interest in collateral can file a form (called a "financing statement") with the relevant UCC filing offices. This has two effects. First, it "perfects" the lender's security interest in the collateral and generally gives the lender priority with respect to that collateral versus any party who files a later financing statement. Second, it puts all other parties on notice that there is a prior filing with respect to that collateral.

There are also other types of forms that can be filed relating to financing statements. If any of the information on a financing statement is incorrect or incomplete, the lender may file what is known as an "amendment." If the lender assigns the underlying loan to another financial institution, the lender may file what is known as an "assignment." If the lender decides to release part, but not all, of the loan collateral, the lender may file what is known as a "partial release." If the debtor has satisfied the underlying debt, the lender is generally required to release its security interest and to file what is known as a "termination." Finally, each financing statement is effective for a prescribed period of time (in most states, five years). Prior to the expiration of the financing statement, the lender can extend the effective period by filing what is known as a "continuation." Amendments, assignments, partial releases, terminations and continuations are filed on forms similar to the those used for financing statements.

As part of the notice function described below, there is also a system at each UCC filing office that permits potential lenders to search and identify whether a prospective borrower has any prior filed security interests with respect to the proposed collateral. To conduct a search, the lender completes a prescribed form and delivers or mails it to the UCC filing office. The UCC filing office then searches its records and identifies whether the borrower has any outstanding security interests (i.e., whether there are any financing statements on file). The UCC filing office either prepares a statement that no prior financing statements or other UCC filings were found or provides to the searching party copies of the prior financing statements and UCC filings plus any attachments to those financing statements and UCC filings. Some UCC filing offices have electronic data bases that include information regarding filed financing statements. These UCC filing offices permit parties to access this data base in one of three ways: (1) through the internet; (2) via modem or other similar electronic connection; or (3) by selling the entire data base in an electronic format.

Most state and county UCC filing offices require that searches and UCC filings be made or filed by completing paper forms and mailing or hand- delivering them to the UCC filing office. Upon receipt of a UCC filing, the UCC filing office typically provides some sort of acknowledgment of receipt (generally, a "file stamp"). Because most UCC filing offices require UCC filings to be filed in multiple parts, this is usually handled by file-stamping and returning to the lender an acknowledgment copy of the UCC filing. A file stamp generally provides a unique identifying receipt number and the date the filing was received. Some central UCC filing offices (and a very small number of local UCC filing offices) accept electronic UCC filings and searches.

The UCC establishes a separate regime for determining priority of competing security interests in the same collateral, where that collateral is inventory secured by a purchase money security interest (i.e., the loan from the lender was used to acquire the collateral). Under the UCC, if the lender takes a purchase money security interest (PMSI) in inventory of the debtor, the lender's security interest in that collateral has priority over a prior filed security interest, but only if the lender notifies the prior secured party of its purchase money security interest in the inventory. The PMSI notice is effective essentially for the same period as the underlying perfected security interest.

The federal Food Security Act establishes a separate regime for notifying potential buyers of farm products from farmers that there is an existing perfected security interest in those farm products. Normally, if a buyer in the ordinary course of its business buys farm products from a farmer, the buyer will take free and clear of any perfected security interest in the farm products, even if the buyer knows of the existence of the perfected security interest. There are two relevant exceptions to this rule.

Under the first exception (which applies in those states that have adopted a central farm filing system), the secured party is protected as against the buyer if the secured party files a form similar to a financing statement with a central filing office in the applicable state. These central filing offices are required to maintain lists of possible buyers of farm products and to distribute to these potential buyers periodically a list of which farmers have security interests that have been filed against their collateral. As of the date of this application, nineteen states have adopted this central farm filing system.

Under the second exception, the secured party can provide notice directly to potential buyers of farm products that is has a perfected security interest in the farm products of the farmer/debtor. This exception applies in those states that have not adopted a central farm filing system. The farmer is required to provide a list of potential buyers of its farm products to the secured party and generally may not sell the farm products to any other buyer without first satisfying the underlying debt obligation. Each state that has this regime has somewhat different requirements for the content of the notices that must be sent.

There are also rules about when the food security act notices or filings expire and when the food security act notices must be effectively terminated.

B. Summary of the Transaction Ordering Process

At the time a lender becomes a registered subscriber of the LienGuard system of the present invention, it provides basic information (name of the lender, address, phone number, fax number, etc.) that permits an account to be established on the lender's behalf. Information about each of the lender's loan officers or other employees or agents who are responsible for secured lending transactions ("users")— will be entered in the LienGuard System. Each user will also select a user name and password that will restrict access to defined parts of the LienGuard System and act as identifiers so that the LienGuard System can track which lender and which user is responsible for a particular transaction. Each time a user orders services through the LienGuard System with respect to a transaction, he or she is required to enter into the LienGuard System, using the Internet website or other computer network server on which the LienGuard System is housed, certain information required for the performance of the services. A database within the LienGuard System identifies all information that is required for each type of service ordered by the lender and displays a list of data entry fields for the user to complete. At the time the user submits an order for processing through the LienGuard System, the LienGuard System verifies that all required data fields have been completed in an acceptable format (but does not verify the accuracy of the information provided) .

If a service ordered by a lender relates to an earlier service ordered by that lender, the LienGuard System identifies the information stored in the data base relating to the previous service and populates the applicable data fields for the current service, thereby eliminating the need for redundant data entry. The LienGuard System permits the user access to an on-line, real time status report that chronicles all events that have occurred with respect to the subject transaction. In addition, this status report is available to the LienGuard customer service representative assigned to monitor the transaction.

C. Summary of Transaction Processing and Monitoring

Once the user has submitted an order for processing, the LienGuard System establishes a file for each transaction, including assigning a unique ID number to that transaction. The information in this transaction file includes information originally supplied by the lender at the time its account was established, information entered by the user at the time the service is ordered, information input by the customer service representative responsible for that lender, and information generated by the computer, itself.

The LienGuard System then identifies, based on information contained in a data base, which third party service provider (called an "agent") is responsible for providing a particular service, and sends (through an internal messaging system) to that agent: (a) instructions about the specific services being ordered; (b) electronic versions of the financing statements, search requests or other forms; and (c) identifying information about the subject transaction to which the services relate. Through the Internet website or other computer network server on which the LienGuard System is housed, the agent accesses a dedicated file within the LienGuard System at least twice daily and retrieves orders that have been routed to it. At the time the order is retrieved, the LienGuard System permits the agent to print a sheet with instructions about the specific services being ordered and the UCC filings, search requests or other forms that need to be filed.

After performing the services ordered, the agent accesses the LienGuard System, again through the internet website or other computer network server on which the LienGuard System is housed, and enters information confirming that the services have been performed, as well as information about the costs associated with the transaction. The agent then enters the number of pages of paper results that were generated in connection with the requested service, prints a cover sheet that is generated by the LienGuard System and faxes or scans the cover sheet and results to the main computer. The LienGuard System reads the cover sheet, confirms that the number of pages sent matches the number of pages of results entered by the agent and associates the results with the file for the service ordered by the lender.

From the time the lender submits an order for processing, the LienGuard System tracks the status of each transaction. The LienGuard System generates a chronology for each transaction showing what events have occurred to date. Part of this chronology includes program generated prompts identifying events that should have occurred, but that have not yet been recorded in the LienGuard System as having occurred. This aspect of the LienGuard System is managed by a database of events and deadlines that are tied to the time the service is ordered.

The LienGuard System also calculates the fees to charge the lender for each service and electronically invoices the lender both for each transaction (so that the lender can demonstrate to its customer the cost of the services) and for all transactions in a month (this is the invoice that the lender pays). A similar cost tracking and billing system records the charges payable to the agents.

Because of the confidential nature of the information electronically transmitted through the LienGuard System, transmitted information is encrypted, and, similarly, information stored in the LienGuard System server is protected through the use of firewalls.

The LienGuard System utilizes a network of agents located in each state for the actual filing of UCC filings, processing of UCC search requests and other UCC-related services. There is one agent in each state. As UCC filing offices switch to an electronic filing system, the LienGuard System will accommodate electronic filings that will eliminate the need for the agent to print and manually deliver or mail UCC searches and filings. The LienGuard System also contemplates other service vendors located in remote locations will provide non-UCC services in the same manner as agents provide UCC-related services.

As noted above, the LienGuard System permits the agent Internet access to information and filings that the agent needs to provide services ordered by the lenders. In any given transaction, the LienGuard System transmits electronically to the agent the form to be filed, along with information identifying which transaction that filing relates to and instructions on where to file that form. The LienGuard

System also permits the agent to input data (and fax/scan results of ordered services into the main computer) relating to the agent's activities with respect to the transaction, primarily to monitor and verify that the agent has performed the requested services and to provide the lender with electronic access to the results of the transaction.

When UCC searches are filed manually in a UCC filing office, the agent prints the required number of copies of the search request and hand-delivers it to the UCC filing office. When the UCC filing office has completed the search of its records, the agent returns to that UCC filing office and retrieves the results of the previously filed search requests.

When UCC filings or food security act filings are filed manually in a UCC filing office, the agent prints the required number of copies of the UCC filing or food security act filing, signs the UCC filing or food security act filing on behalf of the debtor, the secured party or both (as required by law), pursuant to a series of powers of attorney (one power of attorney running from the debtor to the lender, a second running from the lender to LienGuard and the third running from LienGuard to the agent), and hand-delivers to the filing office copies of the UCC filing or food security act filing. Once the UCC filing office has properly recorded the filing of the UCC filing or food security act filing, the agent returns to that UCC filing office and retrieves the file stamped UCC filing or food security act filing.

Where searches and UCC filings are mailed by the agent to a UCC filing office, the procedure is the same except that the results of the search or the file- stamped UCC filing will be returned by the UCC filing office to the agent by mail.

PMSI notices and food security act notices are ordered and processed through the LienGuard System in much the same manner. First, the lender provides the names and addresses of the parties to whom the PMSI notices or food security act notices are to be sent and certain required information. Next, the LienGuard System prepares a form letter for each of these recipients and routes the form letters with an instruction sheet to an agent at the time the PMSI notices or food security act notices are ordered. The agent prints the letters and mails them (using certified mail, return receipt requested). When the agent receives the signed certified mail receipt for a particular notice that was mailed, it records that receipt in the program, attaches the signed receipt to a copy of the letter and mails the letter and receipt to the lender. There are other services provided by the agents that a lender might want in connection with a secured lending transaction other than UCC searches and filings. These other services typically involve the agent reviewing government record databases, such as the Secretary of States' offices, courts, real estate recorders' offices and bureaus of motor vehicles or providing services proprietary to the agent. Different agents offer different services. The LienGuard System identifies which services are offered by which agents, obtains the information the agent needs to perform a particular service, routes this information to the agent and monitors the performance of the service.

Once the agent has received from a UCC filing office the results of a search request or a filed-stamped UCC filing or has completed the performance of an other agent service, the agent prints a transmittal sheet generated by the LienGuard System and faxes or scans to the main computer the transmittal sheet, search results, file-stamped UCC filing or results from the performance of the other agent service. A component of the passive management functionality of the LienGuard System is "lender check out." Lender check out provides the lender the opportunity to confirm that all services that have been ordered with respect to a transaction have been performed and the confirming information that has been entered by the agent into the LienGuard System regarding those services is correct.

Lender check out is an electronic message delivered to the lender through the messaging system within the LienGuard System for each financing statement filing, search, termination, continuation, amendment, assignment or partial release filing, PMSI notice, food security act notice or filing or other service. The lender is requested to respond, by reply electronic message, to the lender check out message, for example, either (1) confirming that all services have been performed as ordered and as recorded by the agent in the LienGuard System, or (2) identifying specific errors or failures regarding the performance of the services or their recording by the agent.

Brief Description of the Drawings The invention may best be understood by referring to the following detailed descriptions and accompanying drawings which illustrate the invention. In the drawings:

Fig. 1 illustrates an Initial Lender screen as displayed when a lender accesses the LienGuard System. Fig. 2 illustrates an Lender Information screen as displayed when a lender initially registers to use the LienGuard System.

Fig. 3 illustrates an User Information screen and a Message

Assignments screen, each as displayed when a lender initially registers each user to use the LienGuard System. Fig. 4 illustrates a Defaults screen as displayed when a lender initially registers to use the LienGuard System, where the lender may establish default settings for options available for the services offered through the LienGuard System.

Fig. 5 illustrates a Collateral Defaults screen as displayed when a lender initially registers to use the LienGuard System, where the lender may establish customized entries of collateral descriptions, so as to save the user time when entering the required collateral information into the LienGuard System for a financing statement. Fig. 6 illustrates a Collateral Defaults screen as displayed when a lender initially registers to use the LienGuard System, where the lender may establish file identifiers for use when the lender orders a service through the LienGuard System. Fig. 7A illustrates a Secured Party Information screen as displayed when a lender wishes to order an original financing statement filing via the LienGuard System.

Fig. 7B illustrates a Debtor Information screen as displayed when a lender wishes to order an original financing statement filing via the LienGuard System.

Fig. 7C illustrates a Filing Office Selection screen as displayed when a lender wishes to order an original financing statement filing via the LienGuard System.

Fig. 7D illustrates a Filing Options Selection screen as displayed when a lender wishes to order an original financing statement filing via the LienGuard System.

Fig. 7E illustrates a Description of Collateral screen as displayed when a lender wishes to order an original financing statement filing via the LienGuard System. Fig. 8A illustrates a Secured Party Information screen as displayed when a lender wishes to order search via the LienGuard System.

Fig. 8B illustrates a Debtor Information screen as displayed when a lender wishes to order search via the LienGuard System.

Fig. 8C illustrates a Filing Office Selection screen as displayed when a lender wishes to order search via the LienGuard System.

Fig. 8D illustrates a Search Options Selection screen as displayed when a lender wishes to order search via the LienGuard System.

Fig. 9A illustrates a Secured Party Information screen as displayed when a lender wishes to order an termination filing, a continuation filing, an amendment filing, an assignment filing, or a partial release filing via the LienGuard System. Fig. 9B illustrates a Debtor information screen as displayed when a lender wishes to order an termination filing, a continuation filing, an amendment filing, an assignment filing, or a partial release filing via the LienGuard System.

Fig. 9C illustrates a Filing Office Selection screen as displayed when a lender wishes to order an termination filing, a continuation filing, an amendment filing, an assignment filing, or a partial release filing via the LienGuard System.

Fig. 9D illustrates a Filing Options Selection screen as displayed when a lender wishes to order an termination filing, a continuation filing, an amendment filing, an assignment filing, or a partial release filing via the LienGuard System. Fig. 9E illustrates Description of Collateral screens as displayed when a lender wishes to order an assignment filing, an amendment filing, or a partial release filing, respectively, via the LienGuard System.

Fig. 10 illustrates an Initial Agent screen as displayed when an an agent accesses the LienGuard System. Fig. 11 illustrates a Print Orders screen as displayed when an agent wishes to print orders.

Fig. 12A illustrates a Searches screen as displayed when an agent wishes to record the results of a search.

Fig. 12B illustrates an Original Filings screen as displayed when an agent wishes to record that a financing statement has been filed.

Fig. 12C illustrates an Other Filings screen as displayed when an agent wishes to record that a termination, continuation, amendment, assignment or partial release filing has been made. agent wishes to record that a financing statement has been filed. Fig. 12D illustrates an Other Services screen as displayed when an agent wishes to record that an other service has been performed.

Fig. 13 illustrates an Initial Management screen as displayed when a LienGuard employee accesses the LienGuard site.

Fig. 14 illustrates a List of Services screen as displayed when a user accesses the LienGuard site. Fig. 15 illustrates a Messaging Assignments screen as displayed when a user wishes to designate other users to receive copies of messages generated by the LienGuard system with respect to transactions with which the user has involvement.

Fig. 16A illustrates a Debtor Information File screen as displayed when a lender wishes to order any service.

Fig. 16B illustrates a File ID screen as displayed when a lender wishes to enter certain information to assist in identifying and tracking a file internally.

Fig. 17 illustrates a Closing Statement screen as displayed when a lender wishes to access and print a closing statement that identifies the amount of costs or expenses actually incurred and expected to be incurred for services rendered in connection with a transaction.

Figs. 18-23 are flow charts illustrating the steps performed by the computer system of the present invention to process and manage secured lending transactions in accordance with the present invention.

Detailed Description of an Illustrative Embodiment

A. Transaction Ordering Process

Lenders accessing the LienGuard System will use, for example, (1) a personal computer with a monitor, a laptop computer or a dummy terminal and monitor networked through a main frame computer system; (2) a 28.8 Kbps or faster modem; (3) telephone line access to the Internet through an Internet service provider;

(4) an Internet web browser meeting certain specifications (Netscape 4.0 or higher or

Internet Explorer 4.0 or higher); and (5) a Windows 95, Windows 98 or Windows NT operating system (or any advancement thereof). It is understood that connection to the server may be made through networks other than the Internet.

Lenders may access the LienGuard System through the world wide web site on which the LienGuard System is housed. The specific users are granted access to the LienGuard System only upon entering a valid user name and password. Users are provided with a menu of services available through the LienGuard System.

See Fig. 14. Certain of the specific services are packaged in combinations for the convenience of the lenders. At the time the lender first registers to use the LienGuard System, the lender is required to enter the following information into the LienGuard System - the lender's name, the lender's mailing address, the lender's billing address, the lender's employer identification number and, if applicable, the lender's parent company, see Fig. 2, and with respect to each user, the user's name, address, phone number, fax number and e-mail address, the user's program user name and password, the user's time zone, the user's level of access, and instructions for routing LienGuard System- generated messages to other selected users at that lender. See Fig. 3.

At the time it initially registers to use the LienGuard System, the lender may, but is not required to, establish default settings for the following service options that are available for each of the following services, for example, offered through the LienGuard System:

(1) where the lender orders a search and financing statement filing in tandem, whether the sequence is, for example; (a) search now/file the financing statement later; (b) search now/file the financing statement now; (c) do not search file the financing statement now; or (d) search now/do not file;

(2) whether a search performed after a financing statement is filed is to be timed so that it is calculated to reflect the filing of the financing statement (i.e., so that the financing statement is one of the prior filings included in the results of the search);

(3) whether a search is to be performed using normal or expedited service;

(4) whether a search is to be performed by requesting that the UCC filing office certify the results; (5) how the results of a search are to be returned by the agent to the lender

(fax, regular mail, second day mail or overnight mail);

(6) whether a UCC filing is to be filed using normal or expedited service;

(7) how a file stamped UCC filing is to be returned by the agent to the lender (fax, regular mail, second day mail or overnight mail); (8) whether a financing statement is to be prepared to designate that the collateral proceeds are covered by the financing statement; (9) whether a financing statement is to be prepared to designate that products of the collateral are covered by the financing statement;

(10) whether a financing statement is to be prepared to designate that the underlying financing involved a consignment; and (11) whether a financing statement is to be prepared to designate that the underlying financing involved a true lease. See Fig. 4. At the time it first registers to use the LienGuard System, the lender may also (but again is not required to) create one or more customized entries of collateral descriptions it customarily uses in its loan documentation. To do so, the lender enters a name for the custom entry and enters (either by typing the entry or copying and pasting it from one of its existing electronic records) the complete description of that particular collateral entry. See Fig. 5. The purpose of this process is to save the user time when entering collateral information required for a financing statement. Finally, at the time it first registers to use the LienGuard System, the lender can create file identifiers that may be used, at the time the lender orders a service through the LienGuard System, to ascribe that service to a particular department, branch, loan officer or other area or individual within the lender's organization. See Fig. 6. Each individual user has the ability to change information specific to him/her that is stored in the LienGuard System. Each individual user also has the ability to designate other users at that lender to receive copies of messages generated by the LienGuard system with respect to transactions with which the user has involvement. See Fig. 15. When any individual accesses the LienGuard System, he or she will be required to enter his or her user name and password. Based on this user name and password, the LienGuard System will identify the user as either a lender, an agent or a LienGuard employee. If the LienGuard System recognizes the user as a lender, the LienGuard System will further identify the particular lender and will display LienGuard System-generated messages (discussed below) for that lender. The user is also provided options to, for example, (1) create a new customer file and order services within that file; (2) order services in an existing customer file; (3) find a file; (4) enter data regarding UCC services that were provided outside the LienGuard System (called "imports") so that future services ordered within the LienGuard System can be keyed to the imported services; or (5) if the user has appropriate access, run a management report. See Fig. 1. The user then has the ability to create files or access existing files and order from among the available services. Based on the specific service ordered by the lender, the LienGuard System creates a series of data fields that must be completed by the user. Which data fields are required for which services is maintained in a data base keyed to the particular service and, if applicable, the particular filing office. The lender also selects from a menu of service options available for each service.

The services the lender may order through the LienGuard System are illustratively as follows:

Financing statement filing; UCC search; Termination;

Continuation; Amendment; Assignment; Partial Release; Purchase Money Security Interest Notice;

Food Security Act Notice; and Food Security Act Filing.

The lender may also order other services which vary from agent to agent and which, for purposes of illustration, are described below. To order any service, the lender must first create a file. To do so, the lender is required to enter certain information regarding its customer. See Fig. 16A. The lender may then enter certain information to assist in identifying and tracking that file internally. See Fig. 16B.

In order to full understand the best mode embodiment of the invention, it is important to know that there are three types of UCC filing offices: (1) those that accept only regular UCC filings, (2) those that accept only real estate related filings, and (3) those that accept both. These UCC filing offices are distinguished in a data base maintained as part of the LienGuard System. The filing offices that accept only regular UCC filings are coded "U", those that accept only real estate related filings are coded "R", and those that accept both are coded "C."

In filing offices coded U or R, the LienGuard System presumes the lender wants to make the only the type of filing accepted in that filing office (regular for U, real estate for R). For filing offices with the C designation, there is no way of knowing which the lender wants (and the lender might want both).

The lender would be required to choose at least one of the two choices: "Regular UCC" and "Real Estate Records." If the filing office is coded U in the database, the "Regular UCC Filing" option is be pre-selected. If the filing office is coded R in the database, the "Real Estate Records Filing" is pre-selected. If the filing office is coded C in the database, neither option is pre-selected.

If the lender selects the "Real Estate Records" option for a U filing office, the program displays the following message, "This filing office accepts only regular UCC filings. Your real estate record filing is likely to be rejected by the filing office." The lender then has two options: "I understand. Please make the filing anyway." and "EDIT."

If the lender selects the "Regular UCC" option for an R filing office, the program displays the following message, "This filing office accepts only real estate records filings. The regular UCC filing is likely to be rejected by the filing office." The lender then has two options: "I understand. Please make the filing anyway." and "EDIT."

To order an original financing statement filing, the lender enters the following information into the LienGuard System: (a) lender name and address (including city, state and zip code), see Fig. 7A; (b) the last name/entity name of the debtor, the first name of the debtor (for an individual debtor), the debtor's employer identification number or social security number, and the debtor's mailing address (including city, state and zip code), see Fig. 7B; (c) the UCC filing office in which the financing statement is to be filed (selected from a pull down menu of the 4,377 UCC filing office in the United States) and whether the filing is to be made in the regular UCC records or the real estate records of the UCC filing office, see Fig. 7C; (d) whether the financing statement is to be filed on an expedited basis, whether the collateral proceeds are covered, whether the collateral products are covered, whether the financing statement is to be recorded as a consignment, whether the financing statement is to be recorded as a true lease, whether the financing statement is to be filed using one or more trade names of the debtor, see Fig. 7D; (e) a description of the collateral (or whether the collateral description is to be faxed or scanned into the LienGuard System and attached to the financing statement), see Fig. 7E; and (f) a description of the real estate on which the collateral is located (and the name of the owner of that real estate) to the extent required by applicable law to complete the financing statement (or whether that real estate description is to be faxed or scanned into the LienGuard System and attached to the financing statement); and (g) any other information specific to the applicable filing office as reflected in a data base maintained in the LienGuard System.

As noted above, at the time a lender initially registers in the LienGuard System, it has the opportunity to create a list of standard collateral types and the standard description of each of these collateral types as used in its loan documents.

For each user, the LienGuard System queries the database for that lender and list all of the lender's pre-set collateral entries. The lender then has the ability to select the applicable collateral type which causes the entire description of that collateral type (as pre-set by the lender) to display in the collateral description data entry field. The lender is also able to submit a collateral description by faxing or scanning that description into the LienGuard system. To do this, the lender enters the number of pages of the collateral description to be attached to the filing, prints a cover sheet that is generated by the LienGuard System and faxes or scans the cover sheet and collateral description to the main computer. The LienGuard System reads the cover sheet, confirms that the number of pages sent matches the number of pages entered by the lender and associates the collateral description to the filing ordered.

To order a search, the lender enters the following information into the LienGuard System: (a) lender name and address (including city, state and zip code), see Fig. 8 A; (b) the last name/entity name of the debtor, the first name of the debtor (for an individual debtor) and the debtor's employer identification number or social security number, see Fig. 8B; (c) the UCC filing office in which the search is to be made (selected from a pull down menu of the 4,377 UCC filing office in the United States), see Fig. 8C; and (d) whether the search is to be made on an expedited basis, see Fig. 8D.

To order a termination filing, the lender enters the following information into the LienGuard System: (a) the name of the secured party on the financing statement to be terminated and the secured party's address (including city, state and zip code), see Fig. 9 A; (b) the last name/entity name of the debtor on the financing statement to be terminated, the first name of the debtor (for an individual debtor), the debtor's employer identification number or social security number, and the debtor's mailing address (including city, state and zip code), see Fig. 9B; (c) the UCC filing office in which the termination is to be filed (selected from a pull down menu of the 4,377 UCC filing office in the United States), see Fig. 9C; (d) the file stamp number of the financing statement to be terminated, the date that financing statement was originally filed, whether the termination is to be filed on an expedited basis, and whether the filing is to be made in the regular UCC records or the real estate records of the UCC filing office, see Fig. 9D; and (e) any other information specific to the applicable filing office as reflected in a data base maintained in the LienGuard System, see Fig. 9E.

To order a continuation filing, the lender enters the following information into the LienGuard System: (a) the name of the secured party on the financing statement to be continued, and the secured party's address (including city, state and zip code), see Fig. 9 A; (b) the last name/entity name of the debtor on the financing statement to be continued, the first name of the debtor (for an individual debtor), the debtor's employer identification number or social security number, and the debtor's mailing address (including city, state and zip code), see Fig. 9B; (c) the UCC filing office in which the continuation is to be filed (selected from a pull down menu of the 4,377 UCC filing office in the United States), see Fig. 9C; (d) the file stamp number of the financing statement to be continued, the date that financing statement was originally filed, whether the continuation is to be filed on an expedited basis, and whether the filing is to be made in the regular UCC records or the real estate records of the UCC filing office, see Fig. 9D; and (e) any other information specific to the applicable filing office as reflected in a data base maintained in the LienGuard System, see Fig. 9E. To order an amendment filing, the lender enters the following information into the LienGuard System: (a) the name of the secured party on the financing statement to be amended and the secured party's address (including city, state and zip code), see Fig. 9A; (b) the last name/entity name of the debtor on the financing statement to be amended, the first name of the debtor (for an individual debtor), the debtor's employer identification number or social security number, and the debtor's mailing address (including city, state and zip code), see Fig. 9B; (c) the UCC filing office in which the amendment is to be filed (selected from a pull down menu of the 4,377 UCC filing office in the United States), see Fig. 9C; (d) the file stamp number of the financing statement to be amended, the date that financing statement was originally filed, whether the amendment is to be filed on an expedited basis, how the file stamped amendment filing is to be returned by the agent to the lender, whether the lender would like a filing affidavit from the agent, whether the filing is to be made in the regular UCC records or the real estate records of the UCC filing office and the details of how the original financing statement is to be amended, see Fig. 9E; and (e) any other information specific to the applicable filing office as reflected in a data base maintained in the LienGuard system, see Fig. 9E.

To order an assignment filing, the lender enters the following information into the LienGuard System: (a) the name of the secured party on the financing statement to be assigned and the secured party's address (including city, state and zip code), see Fig. 9 A; (b) the last name/entity name of the debtor on the financing statement to be assigned, the first name of the debtor (for an individual debtor), the debtor's employer identification number or social security number, and the debtor's mailing address (including city, state and zip code), see Fig. 9B; (c) the UCC filing office in which the assignment is to be filed (selected from a pull down menu of the 4,377 UCC filing office in the United States), see Fig. 9C; (d) the file stamp number of the financing statement to be assigned, the date that financing statement was originally filed, whether the assignment is to be filed on an expedited basis, whether the filing is to be made in the regular UCC records or the real estate records of the UCC filing office and the name, address (including city, state and zip code) and employer identification number of the assignee, see Fig. 9E; and (e) any other information specific to the applicable filing office as reflected in a data base maintained in the LienGuard System, see Fig. 9E.

To order a partial release filing, the lender enters the following information into the LienGuard System: (a) the name of the secured party on the financing statement to be partially released and the secured party's address (including city, state and zip code), see Fig. 9 A; (b) the last name/entity name of the debtor on the financing statement to be partially released, the first name of the debtor (for an individual debtor), the debtor's employer identification number or social security number, and the debtor's mailing address (including city, state and zip code), see Fig. 9B; (c) the UCC filing office in which the partial release is to be filed (selected from a pull down menu of the 4,377 UCC filing office in the United States), see Fig. 9C; (d) the file stamp number of the financing statement to be partially released, the date that financing statement was originally filed, whether the partial release is to be filed on an expedited basis, whether the filing is to be made in the regular UCC records or the real estate records of the UCC filing office and the details of which collateral or debtors in the original financing statement are to be released, see Fig. 9E; any other information specific to the applicable filing office as reflected in a data base maintained in the LienGuard System, see Fig. 9E.

The lender can select to make a termination, continuation, amendment, assignment or partial release filing with respect to a financing statement that was originally filed using the LienGuard System. To do so, the user selects and retrieves the transaction file relating to the financing statement. The LienGuard System queries the transaction file and identifies each financing statement that has been filed (i.e., the file-stamp number and date of filing have been recorded in the transaction file by the agent) as part of that transaction. Each of those filings is listed. All information relevant to the termination, continuation, amendment, assignment or partial release filing is then retrieved from the existing transaction file and carried over to the order screens for the termination, continuation, amendment, assignment or partial release filing. To order a PMSI notice, the lender enters the name, mailing address, city, state and zip code of each prior secured party to whom the lender wants PMSI notices sent, the name and address of the lender, and a description of the inventory by item or type subject to the PMSI.

To order a food security act notice, the lender enters the name, mailing address, city, state and zip code of each buyer to whom the lender wants food security act notices sent, the debtor name and address, the debtor's taxpayer identification number, the secured party's name and address, a collateral description, the amount of farm products (where applicable), the crop year, the county in which the farm products are located, a reasonable description of the realty, and any payment obligation imposed on buyer as a condition for release of security interest. In addition, there maybe other information items that are necessary to prepare a food security act notice in a particular state. The additional information needed in each state is included in an actively managed data base. This data base also includes whether the signatures of the secured party and/or debtor are required and how long the notice is effective. To order a food security act filing (which may be an original filing that is the equivalent of a financing statement, a termination, a continuation, an amendment, an assignment or a partial release), the lender completes the same steps and is required to complete the same information as set forth above for regular UCC filings, except that whether the collateral proceeds are covered, whether the collateral products are covered, whether the filing is to be made in the regular UCC records or the real estate records of the UCC filing office, whether the financing statement is to be recorded as a consignment, and whether the financing statement is to be recorded as a true lease are not relevant. In addition, there is only one filing office for food security act filings in each state. Finally, the lender is required to provide information specific to the state in which the food security act filing is to be made. To do this, the LienGuard System queries an actively managed database for the applicable state and identifies the additional items of information that are required to complete the food security act filing.

Ordering other services involves a similar process. Agents in each state offer different services. The same services may be described differently from state to state. An agent in one state will need the lender to provide more or different information at the point of sale for a particular service than an agent in another state needs for the same other service. Other services will change from time to time, as agents add or delete other services they provide.

As a result of all of these factors, the LienGuard System has an actively managed data base and a display template for other services that allows LienGuard management to customize how other services are presented at point of sale, to add other services, to edit the additional information that is solicited for a particular other service, and to change expected turnaround times, agent fees, out of pocket expenses and filing office costs for other services offered by each agent. This data base format is as follows: Name of Service

Description of Service Required Question 1 Required Question 2 Required Question 3 Required Question 4

Required Question 5 Agent Fee (Normal) Filing Office Cost (Normal) Out of Pocket Costs (Normal) Turnaround Time (Normal)

Alarm Deadline for On-Line Posting of Results (Normal) Agent Fee (Expedited) Filing Office Cost (Expedited) Out of Pocket Costs (Expedited) Turnaround Time (Expedited)

Alarm Deadline for On-Line Posting of Results (Expedited)

To illustrate how other services are constructed, the format for certain services offered in Indiana is attached as Exhibit B.

To order a service, the lender accesses an existing customer file or creates a new customer file, selects that service from a menu of services offered by the applicable agent, enters any required information (as constructed from the data base) and selects whether it wants expedited service, if that service option is available. Regardless of which service it orders, the lender may wish to designate a department, cost center or loan manager to be identified to the particular transaction. If so, the user can use a function called "FILE IDENTIFIER." If the "FILE IDENTIFIER" function is selected, the LienGuard System queries a data base of information for that lender and displays a pull-down menu of the file identifiers that have been established by the lender. The user then simply selects the desired file identifier, and that information is recorded in the applicable transaction file.

B. Transaction Processing Once the user submits a request for service, the LienGuard System first performs a data scrub to determine whether the user has failed to provide any required information. If there is missing information, an error message displays and the LienGuard System specifically identifies the incomplete data fields.

The LienGuard System then queries a data base to determine the LienGuard employee assigned to the lender who submitted the transaction. Based on a pre-determined formula, the LienGuard System also generates a transaction ID number for the transaction and creates a transaction file. Once the transaction has been submitted for processing, the LienGuard System stores all data collected in the transaction file for that transaction. The LienGuard System also assigns a date the transaction was initiated. The LienGuard System then determines which searches, UCC filings, PMSI notices, food security act notices and filings and other services have been requested, assigns dates to those requests, queries a data base to determine which agent has been assigned responsibility for providing these services, and records in the transaction file that notice that the searches, UCC filings, PMSI notices, food security act notices and filings and other services need to be provided has been electronically sent to the agent.

1. Lender Access to Transaction Processing The lender has the ability to search for and retrieve existing transaction files. The transaction files are stored as either in process, check out ready, completed, cancelled, draft or imported. The user can search for existing transaction files using the following four options- SORT BY DATE, SORT BY DEBTOR, SORT BY SECURED PARTY, and SORT BY ID NUMBER. If the user wants to SORT BY ID NUMBER, the LienGuard System allows the user to search by the transaction ID number. The LienGuard System then retrieves and displays the applicable transaction.

Once a transaction has been displayed, the user can retrieve it by clicking on a hyperlink that goes to the "File Information " page for that file. From the File Information page, the user has eight options. First, the lender can review the status of the transaction by viewing a chronology of events. Second, the lender can edit information that had previously been provided (or provide a collateral description that the lender previously indicated would be provided later). Third, the lender can determine how long it is expected to take for a particular service to be performed by accessing a function called "How Long Does It Take?" Fourth, the lender can determine how much a particular service to be performed is expected to cost by accessing a function called "How Much Does It Cost?" Fifth, the lender can print a legal opinion that is offered in connection with a particular type of transaction offered through the LienGuard System. Sixth, the lender can print a summary of the fees and costs that have been incurred with respect to the transaction. Seventh, the lender can cancel the transaction. Eighth, the lender can order new services in that file. Ninth, the lender can view forms that were created in the transaction. Tenth, the lender can review the results of the services ordered and identify whether the services were performed accurately and completely. These options are described in more detail as follows.

Once a transaction has been submitted for processing, the lender can access a transaction file and display a transaction history that details all events that have occurred with respect to that transaction. This allows the lender the opportunity to review, online, the status of the transaction at any given point in time. The events that are displayed in the transaction history are listed in Exhibit C.

If the lender accesses an existing transaction file and edits information that previously had been provided for the transaction, the LienGuard System determines whether the amended or additional data is essential to completing a search request or UCC filing. If data is edited that is essential to completing a search request or a particular type of UCC filing, the LienGuard System then determines whether that search or filing has already been made. For this purpose, a search or filing has been "made" if it has been recorded in the transaction file that the search or filing has been printed by the agent. If a search or filing has already been printed by the agent and the lender edits "essential" information, a message appears advising the lender that the search request(s) has/have already been made using information previously supplied by the lender.

If the search or UCC filing has not been printed by the agent, and the lender edits data that is essential to the completion of the search request or UCC filing, the LienGuard System retrieves the earlier search or UCC filing before it is printed by the agent and substitutes the revised search or UCC filing. If the lender edits information that is not relevant to any forms that are to be prepared and filed, the LienGuard System simply records the edited information in the transaction file. In all instances, the LienGuard System tracks, for internal control purposes, when a data field has been edited and by which user.

The lender has access to a function, called "How Long Does It Take?", that permits the user to obtain the anticipated turnaround times for searches, UCC filings, food security act filings and other services. For searches, UCC filings and food security act filings, if the user selects HOW LONG DOES IT TAKE?, the LienGuard System identifies each filing office that has been selected by the lender for that transaction, queries a database for that filing and display the following information in a grid format: Name of Filing Office:

Turnaround Time for Search Results to be posted on-line (Normal): Turnaround Time for Search Results to be posted on-line (Expedited): Turnaround Time for Search to Reflect Filings Results to be posted on-line (Normal):

Turnaround Time for Search to Reflect Filings Results to be posted on-line (Expedited):

Turnaround Time for File-Stamped Financing Statements to be recorded online (Normal): Turnaround Time for File-Stamped Financing Statements to be recorded online (Expedited): Turnaround Time for File-Stamped Other Filings to be recorded on-line (Normal):

Turnaround Time for File-Stamped Other Filings to be recorded on-line (Expedited): Turnaround Time for File-Stamped Food Security Act Filings to be recorded on-line (Normal):

Turnaround Time for File-Stamped Food Security Act Filings to be recorded on-line (Expedited):

These last two turnaround times are relevant (and are displayed) only for UCC filing offices that accept food security act filings. In addition, for each other service, there is an actively managed data base of turnaround times.

The lender also has access to a function called "How Much Does It Cost?", which permits the user to obtain the anticipated cost for searches, UCC filings, food security act filings and other services. For searches, UCC filings and food security act filings, if the user selects the HOW MUCH DOES IT COST? function, the LienGuard System identifies each filing office that has been selected by the lender for that transaction, queries a database for that filing office and displays the following information in a grid format: Name of Filing Office: LienGuard Fee for additional Financing Statements:

Additional LienGuard fee for Expedited Service: Additional Out of Pocket Expenses for Expedited Service: LienGuard Fee for additional Searches: Additional LienGuard fee for Expedited Service: Additional Out of Pocket Expenses for Expedited Service:

LienGuard Fee for additional Other Filings: Additional LienGuard fee for Expedited Service: Additional Out of Pocket Expenses for Expedited Service: Filing Office Costs for Financing Statements: Filing Office Costs for Real Estate Records Financing Statements:

Filing Office Costs for Searches: Filing Office Costs for Other Filings: Termination Continuation Amendment Assignment Partial Release

Filing Office Costs for Food Security Act Filings (if applicable)

The lender has the ability to download and print an Opinion Certificate that LienGuard' s legal counsel makes available for certain transactions that involve financing statement filings. The Opinion Certificate can be printed in two versions— draft and final. The LienGuard System maintains a form of Opinion Certificate that contains a number of variables (transaction ID number, name of the secured party, name of the debtor, the principal amount of the underlying loan, the applicable filing offices, the date the financing statement(s) was (were) filed and the file stamp number of the filed financing statement(s)) that are dependent on the particular transaction. Completion of these variables depends on whether the Opinion Certificate is in draft or final state.

The lender is able to access through the LienGuard System and print the Opinion Certificate from the time the transaction is submitted for processing. Until the lender has completed the lender check out process (see below), the Opinion Certificate is accessible and printable only in draft form. After the lender has completed lender check out process, the Opinion Certificate is accessible and printable in final form. If the lender does not respond to the lender check out message within 30 days of receipt, the final Opinion Certificate is never available to the lender. For any transaction file within the LienGuard System, the lender can access and print a closing statement that identifies, for each transaction, the amount of costs or expenses actually incurred and expected to be incurred for services rendered in connection with that transaction. To prepare the closing statement, the LienGuard System queries the transaction file and extracts the name and address of the lender, the name, SSN/EIN and address of the debtor (if applicable), the amount of the loan (if applicable), and the transaction ID number. The LienGuard System then queries the transaction file for purposes of preparing a statement in the following format: EXPECTED ACTUAL COST ADDITIONAL

COST LienGuard Fee Out of Pocket Expenses Filing Office Costs Total LienGuard Costs and Charges Other Charges Total The LienGuard Fee, Out of Pocket Expenses and Filing Office Costs are calculated by the LienGuard System (see below). The Other Charges are entered by the lender. See Fig. 17 for an example of a closing statement. 2. Processing Services Through the Agents Agents access the LienGuard System in the same manner as users. Agents accessing the LienGuard System will use, for example, (1) a personal computer with a monitor, a laptop computer or a dummy terminal and monitor networked through a main frame computer system; (2) a 56 Kbps or faster modem; (3) telephone line access to the Internet through an Internet service provider; (4) an Internet web browser meeting certain specifications (Netscape 4.0 or higher or Internet Explorer 4.0 or higher); and (5) a Windows 95, Windows 98 or Windows NT operating system (or any advancement thereof). Connection to the server may be made through networks other than the Internet.

Agents may access the LienGuard System through the world wide web site on which the LienGuard System is housed. Agents will be granted access to the LienGuard System only upon entering a valid user name and password.

Prior to the time the agent first accesses the LienGuard System, LienGuard management will have entered the following information into the LienGuard System- the agent's name, mailing address (including city, state and zip code), phone number, fax number and e-mail address. LienGuard management will also have assigned that agent a unique identifier and a user name and password for the administrative level contact person at the agent. The agent administrative contact then has access to screens in the LienGuard System that permit him/her to add other users for that agency. To do so, the administrative contact enters a unique user name and password, as well as the user's name, address, phone number, fax number, e-mail address and time zone. The administrative contact also has the ability to select other users within that agency to receive copies of messages generated by the LienGuard System with respect to services for which the first user is responsible.

When an employee or other representative of the agent accesses the LienGuard System, the LienGuard System first recognizes the individual's agent identifier and associates that individual with the particular agent. When the individual is recognized as an agent, the initial Agent Screen, see Fig. 10, appears. There are two principal components to the Initial Agent Screen— a listing of e-mails or alarms that have been sent to the agent and hyperlinks to screens in which the agent can access those transactions that have been assigned by the LienGuard System to that agent and process them.

Each agent is required by contract to access the LienGuard System at least twice each business day to download service requests from lenders. To identify whether there are any requests for services for that agent, the agent selects the PRINT NEW ORDERS icon in the Initial Agent Screen. See Fig. 10. The LienGuard System then queries each transaction file as follows: a. For this transaction, is the "assigned agent" this agent? b. If YES, look for a date in the data element "[type of service request] sent to agent." c. If there is a date in this data field, the LienGuard System searches for a date in the data field " {type of service request} printed by agent." d. If there is no date in that data field, then the particular service request is new. e. Query the transaction file and determine whether the lender selected that a collateral or real estate attachment is to be sent.

If YES, further query the transaction file and determine whether the agent has recorded receipt of the correct number of pages of that attachment. If the agent has not recorded receipt of the correct number of pages of an attachment, the order cannot be printed until this discrepancy is resolved, f. For each new service request, the LienGuard System displays the lender name, debtor name, transaction LD number and date the transaction was initiated, as shown in Fig. 10. The agent then is required to select each service request, which, in turn, displays the Print Orders screen. See Fig. 11. The Print Order screen displays an Instruction Sheet in the format attached as Exhibit A. Only Instruction Sheets for transactions that have not yet been printed will be displayed in the Print Order screen. From the Print Order screen, the agent can select the PRINT ORDER button. See Fig. 11. This causes the displayed Instruction Sheet and all UCC filings, searches, PMSI notices, food security act notices and food security act filings to be printed, as described below. To print this Instruction Sheet and accompanying UCC filings, searches, PMSI notices, food security act notices and food security act filings, the LienGuard System applies the following logical sequence: a. Query the data base of documents used in the LienGuard

System and retrieve the form of Instruction Sheet. b. Query the transaction file and the data base of information regarding each agent and populate the Instruction Sheet with: the current date, the exact name of the filing office, the exact type of UCC filing to be made, the name of the form being printed, the transaction ID number, the number of copies of each form, and the number of pages of attachments for each form. c. Query the transaction file and identify the UCC filing office in which any UCC filing or search is to be made. d. Having identified the applicable UCC filing office, query the data base maintained for each UCC filing office and identify the proper form to use. e. Using the form identified in step e., query the data base of UCC forms maintained in the LienGuard System and retrieve the correct form. f. Query the transaction file, retrieve the information required by the form and populate the form. g. Send the completed Instruction Sheet and the populated form to the agent's printer.

Upon printing the Instruction Sheet and accompanying UCC filings, searches, PMSI notices, food security act notices and food security act filings, the agent is then responsible for performing all requested services. Each time the agent prints a form, the LienGuard System records this fact (and the date the form was printed) in the transaction file.

As the requested services are performed by the agent, the agent accesses the LienGuard System and records certain information regarding the services performed. To do this, the agent selects ENTER RESULTS in the Initial Agent Screen, see Fig. 10, and the LienGuard System applies the following logical sequence: a. For each transaction file, the LienGuard System identifies whether the "assigned agent" is this particular agent. b. Ifthe answer is YES, the LienGuard System looks for a date in the data element "date transaction is closed." c. If there is a date in that data field, the transaction is closed and is not displayed. If there is no date in that data field, go to step d. d. The LienGuard System then determines whether the transaction is a new transaction. Ifthe transaction is a new transaction (see above logical sequence), it is not displayed as a pending transaction. If it is not a new transaction, it is displayed as a pending transaction. e. For each pending transaction, the LienGuard System displays the lender name, debtor name, transaction ID number and date the transaction was initiated, as shown in the Initial Agent Screen. See Fig. 10. To record information regarding an existing transaction file, the agent selects that transaction from the list of displayed transactions. When the agent selects a transaction file, the LienGuard System will display the following series of screens that permits the agent to enter the following information.

Searches. See Fig. 12 A. The Searches screen is accessed by the agent to record the results of a search. Once a search request has been printed by the agent, it appears in the Searches screen in the format shown in Fig.l2A when the agent accesses that transaction file. For each search request, the LienGuard System displays in the Searches screen the name of the filing office, whether the search is to reflect the original filing, and whether the lender has ordered expedited service. The LienGuard System then displays for each UCC filing office the following data fields for the agent to complete: Results. This data entry field requires the agent to select either

"nothing found" or "prior filings". Ifthe agent selects "prior filings," the agent is then required to enter the number of prior filings (which must be 1 or greater) and the total number of pages (which also must be 1 or greater). Ifthe search is to reflect an original financing statement and the agent has selected "prior filings," the LienGuard System asks the additional question, "Original filing included?" with Yes and No as the possible answers.

Ifthe search is to reflect an original financing statement and the agent selects either "nothing found" or answers NO to the question "Original filing included?," this means the filing office is not showing that the original financing statement has been recorded. Accordingly, when the agent makes this selection, a message ("Error— Filing not reflected in search") displays alerting the agent to the problem, returning the agent to the Results data field and asking the agent to confirm its work. Ifthe agent indicates that the information has been correctly entered, a critical alarm is sent immediately to the agent and LienGuard (see below for a discussion of alarms). The agent then enters the total number of pages of results and clicks on the PRINT FAX/SCAN sheet button. This generates a fax transmittal sheet that the agent attaches to the results and faxes or scans to the main computer.

There is also a REJECTED button the agent can click in the event the filing office rejected the form submitted by the agent. Ifthe agent clicks on the rejected button, an e-mail message to the appropriate LienGuard personnel is generated so that the agent can explain the reason for rejection. The LienGuard employee who receives this e-mail message then assigns responsibility for the rejection to the lender, agent or filing office. Ifthe rejection is the lender's responsibility, the LienGuard employee forwards the rejection e-mail to the lender. If the rejection is the agent's or filing office's responsibility, the LienGuard employee can re-order the service.

Filing Office Cost. The LienGuard System includes for each filing office a data entry field for the actual costs imposed by the filing office. Out of Pocket Expenses. This data entry field requires the agent to enter any out-of-pocket expenses the agent has incurred (which can be zero).

Once the agent has entered this information, the LienGuard System records in the transaction file the date the search results are recorded, the number of prior filings, the actual filing office costs, and the actual agent out-of-pocket expenses. The agent then enters the total number of pages of results and clicks on the PRINT FAX/SCAN sheet button. This generates a fax transmittal sheet that the agent attaches to the results and faxes or scans to the main computer.

There is also a REJECTED button the agent can click in the event the filing office rejected the form submitted by the agent. Ifthe agent clicks on the rejected button, an e-mail message to the appropriate LienGuard personnel is generated so that the agent can explain the reason for rejection. The LienGuard employee who receives this e-mail message then assigns responsibility for the rejection to the lender, agent or filing office. Ifthe rejection is the lender's responsibility, the LienGuard employee forwards the rejection e-mail to the lender. If the rejection is the agent's or filing office's responsibility, the LienGuard employee can re-order the service. Through Date. This data entry field requires the agent to enter the date through which the filing office's search data is current.

Original Filings. See Fig. 12B. The Original Filings screen is accessed by the agent to record that a financing statement has been filed. Once a financing statement has been printed by the agent, it appears under the Original Filing screen in the format shown in Fig. 12B when the agent accesses that transaction file. For each financing statement, the LienGuard System displays in the Original Filings screen the name of the filing office (including whether the filing is a regular UCC filing or a real estate filing, if applicable), whether the lender has ordered expedited service and how the filings are to be returned to the lender. The LienGuard System then displays for each filing office the following data fields for the agent to complete- FILE-STAMPED NUMBER AND TOTAL ATTACHED PAGES. This data entry field requires the agent to enter the file number designated on the filing by the UCC filing office and the total number of pages attached to the filing. The agent then enters the total number of pages of results and clicks on the PRINT FAX/SCAN sheet button. This generates a fax transmittal sheet that the agent attaches to the results and faxes or scans to the main computer.

Date of Filing. This data entry field requires the agent to enter the date the filing was accepted by the UCC filing office, as designated on the filing by the UCC filing office. Filing Office Cost. The LienGuard System also includes for each UCC filing office a data entry field for the actual costs imposed by the UCC filing office (which can equal zero). Out of Pocket Expenses. This data entry field requires the agent to enter any out-of-pocket expenses the agent has incurred (which can be zero).

Once the agent has entered this information, the LienGuard System records in the transaction file the date the filing information is recorded, the file- stamped number, the date of filing, the actual filing office costs, and the actual agent out-of-pocket expenses. Food security act filings are handled under the Original Filings tab exactly the same way as original filings, except there is a designation that the filing is under the food security act as distinguished from a regular UCC filing. Other Filings. See Fig. 12C. The Other Filings screen is accessed by the agent to record that a termination, continuation, amendment, assignment or partial release filing has been made. Once a termination, continuation, amendment, assignment or partial release filing has been printed by the agent, it appears under the Other Filing screen in the format shown in Fig. 12C when the agent accesses that transaction file. For each other filing, the program displays in the Other Filings screen the name of the filing office, the type of filing involved (termination, continuation, amendment, assignment or partial release), whether the lender has ordered expedited service and how the filings are to be returned to the lender. The program also displays the same data fields for completion by the agent as appear in the Original Filings screen (with the exception of "Filing Affidavit Faxed?", which does not apply to another filing).

Once the agent has entered this information, the LienGuard System records in the transaction file the date the filing information is recorded, the file- stamped number, the date of filing, the actual filing office costs, and the actual agent out-of-pocket expenses. Other Services. See Fig. 12D. The Other Services screen is accessed by the agent to record that an Other Service has been performed. Once a request for an other agent service has been printed by the agent, it should appear under the other agent services screen in the format shown in Fig. 12D when the agent accesses that transaction file. For each requested other agent service, the program should display in the other agent services screen a description of the other agent service, whether the lender has ordered expedited service and how the results of the other agent service are to be returned to the lender. The LienGuard System also displays for each other agent service the following data fields for the agent to complete.

The agent then enters the total number of pages of results and clicks on the PRINT FAX/SCAN sheet button. This generates a fax transmittal sheet that the agent attaches to the results and faxes or scans to the main computer.

There is also a REJECTED button the agent can click in the event the filing office rejected the form submitted by the agent. Ifthe agent clicks on the rejected button, an e-mail message to the appropriate LienGuard personnel is generated so that the agent can explain the reason for rejection. The LienGuard employee who receives this e-mail message then assigns responsibility for the rejection to the lender, agent or filing office. Ifthe rejection is the lender's responsibility, the LienGuard employee forwards the rejection e-mail to the lender. If the rejection is the agent's or filing office's responsibility, the LienGuard employee can re-order the service. FILING OFFICE COST. The LienGuard System includes for each other agent service a data entry field for the actual filing office costs (which can equal zero).

Out of Pocket Expenses. This data entry field requires the agent to enter any out-of-pocket expenses the agent has incurred (which can be zero).

Actual Agent Fee. The LienGuard System also includes for each other agent service a data entry field for the actual agent fee for performing that service. Once the agent has entered this information, the LienGuard System records in the transaction file the date the results of the other agent service are recorded, the actual filing office costs, the actual agent out-of-pocket expenses and the actual agent fee. Food security act notices and PMSI notices are also recorded under the Other Services tab with the only differences being: (1) the only information that needs to be recorded is the date the mailing receipt was signed and returned (i.e., there is no need to record Results, Filing Office Cost or Out of Pocket Expenses); and (2) the "Returned How?" field specifies whether all file copies of the notices and signed receipts should be returned at the same time (if more than one notice was sent). The agent can access a transaction file and edit data fields that contain previously entered data. Any data edited by the agent is recorded in the transaction file and dated to show that it supersedes a prior data entry. The LienGuard System restricts the agent's ability to edit actual filing office costs, actual out-of-pocket expenses and actual agent fees more than 30 days after the date the filing, search, or other service was first recorded as having been performed.

For UCC filing for which the expected turnaround time is more than five days, the agent is required to complete a filing affidavit, attesting to the fact that the agent presented the filing to the filing office. In preparing the form of filing affidavit for the agent to print, the LienGuard System pre-populates the filing affidavit with the name of the secured party, the name of the debtor, the number of attached pages and filing office for each financing statement. The filing affidavit is then displayed so that the agent can enter the date each financing statement was filed, the method of delivery, and a digital acknowledgment or signature. Once the filing affidavit has been completed, an electronic message is sent to the lender with a hyperlink so that the lender can view and print the filing affidavit.

As part of the LienGuard System, there is a data base of UCC forms and food security act filing forms in Adobe Acrobat format. The data base includes, for each UCC filing office, the appropriate form (generally, one page forms (either 8 y₂"Xl 1" or 5"X8") with multiple parts) for each type of UCC search, UCC filing and food security act filing. The UCC forms data base is indexed in the following format (for demonstration purposes only):

t-

J

When a lender orders a search or filing (i.e., a financing statement in a regular UCC filing office, a financing statement in a real estate filing office, a termination, continuation, amendment, assignment, partial release in a regular UCC filing office, a termination, continuation, amendment, assignment, partial release in a real estate filing office or a food security act filing) for a particular UCC filing office, the LienGuard System queries the UCC forms data base and applies a matrix based on the format shown above. Applying this matrix identifies by name the form to be used for that particular UCC search, UCC filing or food security act filing in that particular UCC filing office. After identifying by name the form to be used, the LienGuard System accesses another data base that lists the information that is required to be printed in that form. This information can include: the name, address, city, state and zip code (and sometimes the taxpayer identification number) of the debtor, the name, address, city, state and zip code of the secured party (i.e., the lender), the name of the UCC filing office, a collateral description, a real estate description, and other information legally required to be included on the form. The LienGuard System then queries the transaction file and extracts the information required to complete the form. The Adobe Acrobat PDF file containing that UCC form is then modified by inserting the required information extracted from the transaction file into the appropriate fields in the form.

There are a number of instances where the information that needs to be printed in a particular box on a form is too lengthy to fit in that box. There is an additional form, called an extension sheet, that is accepted for use by each UCC filing office for the purpose of including this overly lengthy information. The forms data base in the LienGuard System has versions of the extension sheet for use in each UCC filing office.

At the time the LienGuard System prepares a UCC or food security act form, it recognizes whether the number of characters of information to be inserted into a text box on the form exceeds the maximum number of characters that will fit in that text box. Ifthe information that is to be inserted into a particular text box in a form exceeds this maximum number of characters, the LienGuard System instead inserts into that text box "See attachment 1 (or 2 or 3, as the case may be)" and then prints the actual information on an extension sheet that is entitled "Attachment 1 (or 2 or 3, as the case may be)." The LienGuard System takes into account that there may more than one text box on a form for which the maximum number of characters is exceeded and identifies each attachment to that form by number. 3. Pricing and Cost Calculations

For each type of service offered through the LienGuard System, there are up to three components to the price charged to the lender, for example: (1) the "LienGuard Fee," which is the amount charged for LienGuard' s services (generally the agent's fee plus a mark-up), (2) the agent's or LienGuard's out of pocket expenses ("Out of Pocket Expenses"), and (3) the costs imposed by the UCC filing offices

("Filing Office Costs"). At the time the lender initiates a transaction, the LienGuard System queries a data base that has this pricing information for each type of service for each UCC filing office and prepares an estimate of each of these three price components, based on the services ordered by the lender. As a service is recorded in the LienGuard System as having been performed, the LienGuard System records the actual LienGuard Fee, Out of Pocket Expenses and Filing Office Costs and replaces the corresponding estimated LienGuard Fee, Out of Pocket Expenses and Filing Office Costs. The LienGuard System maintains a running balance of the estimated and actual price of each transaction, so that, at any given moment, the lender can review the actual price to date and the estimated price of what remains to be completed. The lender obtains this running estimate by accessing the "Closing Statement" function in a transaction file. Each time the lender accesses the Closing Statement, the LienGuard System calculates the actual price and the estimated price for the transaction and display it in the format shown for the closing statement. The LienGuard System records in a data base maintained for each agent the amount of agent fees, out of pocket expenses and filing office costs attributable to that agent for services rendered by that agent. The LienGuard System then queries the data base for each agent at 12:00 midnight on the last day of the month and extract the amounts of agent fees, out of pocket expenses and filing office costs that were recorded in that month. C. Transaction Monitoring

1. Real Time Monitoring of Agent Performance The LienGuard System is predicated on the passive management of a number of transactions occurring simultaneously. As a result, a component of the LienGuard System is a monitoring and messaging system that identifies problems with the performance of the agents as they occur and notifies the responsible parties of the need to take corrective action.

The monitoring system identifies certain events that are supposed to occur that the LienGuard System then monitors. Within the LienGuard System, there is a sequence of events that is supposed to occur for each service ordered. For each event listed as such in Exhibit C, LienGuard management establishes in a data base, for example: (1) how long (measured in either hours or days) until the next event is to occur; and (2) to whom a message is sent upon the failure of the next event to occur. The maximum period of time that should pass between events is measured either by reference to a static data base, to an actively managed data base maintained for each agent or to an actively managed data base maintained for each UCC filing office.

Each user, agent and LienGuard employee has an e-mail box within the LienGuard System to which LienGuard System-generated messages can be sent. Messages are assigned one of three levels of priority— alarms, notices and messages. Normal messages are e-mails sent to the user's, agent's or LienGuard employee's LienGuard System e-mailbox without any special notification. A list of alarms and e- mails is visually displayed on the user's Initial Lender Screen , see Fig. 1, the agent's Initial Agent Screen, see Fig. 10, or the LienGuard employee's Initial Management Screen, see Fig. 13, whichever applies. Alarms and notices, in addition to being sent and displayed in the manner described above, are also forwarded to whatever additional e-mail address the user, agent or LienGuard employee provides

To illustrate how the LienGuard System alarm and messaging system works, the following are the messages and alarms that are automatically generated by the LienGuard System, the person(s) to whom the messages or alarms are sent and the urgency of each type of message or alarm. Failure to Print a Search. UCC Filing. PMSI Notice. Food Security Act Notice or Filing, or Request for Other Agent Service. The message generated by this alarm is sent based on the time the search request, UCC filing request or request for other agent service is sent to the agent for printing. Ifthe search, UCC filing, PMSI notice, food security act notice or filing or request for other agent service is sent to the agent before 12:00 noon, local time of the agent, the message generated by this alarm is sent that same day at 3:00 p.m., local time of the agent, ifthe search, UCC filing, PMSI notice, food security act notice or filing or request for other agent service has not yet been recorded in the transaction file as having been printed by the agent. If the search, UCC filing, PMSI notice, food security act notice or filing or request for other agent service is sent to the agent after 12:00 noon, local time of the agent, the message generated by this alarm is sent the next day at 12:00 noon, local time of the agent, ifthe search, UCC filing, PMSI notice, food security act notice or filing or request for other agent service has not yet been recorded in the transaction file as having been printed by the agent. The message generated by this alarm is sent to the agent and to LienGuard management.

Ifthe lender has selected the normal level of service for that search, UCC filing, PMSI notice, food security act notice or filing or request for other agent service, the first alarm is urgent for both the agent and the LienGuard management. The e-mail message states that there is a search, UCC filing, PMSI notice, food security act notice or filing or request for other agent service that needs to be printed. The agent has the ability to provide reply e-mail, thus permitting the LienGuard employee to review any reply e-mail to determine whether immediate action is required (for example, ifthe agent responds that circumstances will prevent it from making a filing).

Ifthe agent still does not print the search, UCC filing, PMSI notice, food security act notice or filing or request for other agent service by noon, local time of the agent, the next day, a critical message is sent to the agent and LienGuard management. Again, the agent has the ability to provide reply e-mail, so that the LienGuard employee can review any reply e-mail to determine whether immediate action by LienGuard is required. If the agent still has not printed the search, UCC filing, PMSI notice, food security act notice or filing or request for other agent service by noon, local time of the agent, on the second day following the original alarm, another critical alarm is sent to the agent and LienGuard management. At this point, LienGuard management assumes responsibility for the transaction (in lieu of the agent), so no further alarms are generated.

Ifthe lender has selected the expedited level of service for a search, UCC filing, PMSI notice, food security act notice or filing or request for other agent service, the first alarm is critical and is sent to the agent and LienGuard management. The agent has the ability to provide reply e-mail, thus permitting the LienGuard employee to review any reply e-mail to determine whether immediate action by LienGuard is required.

Ifthe agent has not printed the search, UCC filing, PMSI notice, food security act notice or filing or request for other agent service within one hour after the first alarm is sent, a second critical alarm is sent to the agent and LienGuard management. At this point, LienGuard management assumes responsibility for the transaction, so no further alarms are generated.

Failure to Record Search Results. Other Agent Service Results. Receipt of PMSI Notice or Food Security Act Notice Mail Receipt, or UCC Filing or Food Security Act Filing Acknowledgment. Once a search has been completed and the search results retrieved by the agent from the applicable UCC filing office, the agent is required to enter whether prior filings were found and the total number of pages of prior filings to be sent to the lender. Once a UCC or food security act filing has been made and the agent has received an acknowledgment copy of the UCC or food security act filing, the agent is required to enter the acknowledgment number and date of filing recorded on the acknowledgment copy by the UCC filing office. Once an other agent service has been performed and the results retrieved from the filing or recording office, the agent is required to enter the total number of pages to be sent to the lender. Once the agent has received the mail receipt for a PMSI or food security act notice, the agent is required to enter the date of receipt.

The purpose of having the agent record this information is twofold. First, it provides a basis for the lender to confirm that what it receives from the agent (i.e., search results, acknowledgment copies of filings, etc.) is accurate and complete. Second, it serves as an on-line confirmation that the UCC filing, search or other agent service has been performed or the filing has been made. It is this second function that the alarm system is designed to track. There is an actively managed data base for each UCC filing office that contains the expected turnaround times by which searches, UCC filings and food security act filings should be completed. There is also a data base for each agent is the expected turnaround time for each other agent service, in most cases expressed as a range (e.g., 3-5 days). Finally, there is a data base of the expected turnaround times for recording the receipt of a PMSI or food security act notice mail receipt.

Within the LienGuard System, a message generated by this alarm is sent ifthe agent fails to enter the results of a search or the other agent service, fails to record the receipt of a PMSI or food security act notice mail receipt, or fails to enter the acknowledgment information regarding the returned acknowledgment copy of a UCC filing or food security act filing within the programmed turnaround time for the applicable UCC filing office. This is an urgent alarm sent to both the agent and LienGuard management. The e-mail message advises the agent that the results of the search or the other agent service, the receipt of a PMSI or food security act notice mail receipt, or the acknowledgment information regarding the returned acknowledgment copy of the UCC filing or food security act filing needs to be entered and instructs the agent to provide a reply e-mail, detailing why the required information has not been entered.

Follow up urgent messages are sent periodically ifthe agent does not enter the required information. How regularly these follow up urgent messages are sent depends on the original turnaround time for the applicable filing or recording office. Ifthe original turnaround time is three days or less, follow up urgent messages are sent daily. Ifthe original turnaround time is more than three days but less than ten days, follow up urgent messages are sent every other day. Ifthe original turnaround time is more than ten days but less than thirty days, follow up urgent messages are sent weekly. Ifthe original turnaround time is more than thirty days, follow up urgent messages are sent every other week. Incorrect Number of Attachment Pages. Ifthe number of pages of a collateral or real estate description attachment received by the agent does not match the number of pages entered by the lender at the time it sent the attachment (or ifthe agent has not received the attachment at all), LienGuard management receives an urgent e-mail message to that effect.

Lender or Agent Initiated Alarm. The LienGuard System permits either a lender or an agent to initiate an alarm, in the form of an e-mail to LienGuard management, to indicate a problem with a search, UCC filing, food security act filing, PMSI or food security act notice or other agent service that the lender or agent has identified. The lender or agent can designate that the e-mail is either urgent or critical. LienGuard' s operational protocols require it to respond to critical e-mails within one business hour and urgent e-mails within four business hours. If LienGuard fails to respond to a critical e-mail within one hour or an urgent e-mail within four hours, the alarm is re-sent to a higher level of LienGuard management. Failure to Send Filing Affidavit. From the time the agent accesses a transaction file and prints a UCC filing for which the lender has ordered a filing affidavit, a message corresponding to this alarm is sent ifthe agent has not recorded within 24 hours that the filing affidavit has been faxed. This is an urgent alarm. If, after 48, 72 and 96 hours, respectively, the agent still has not faxed the filing affidavit to the lender, it should be a critical alarm. If, before the agent records that the filing affidavit was faxed to the lender, the agent records the file-stamped number and date of the UCC filing, the alarm ceases.

2. Lender Verification of the Agent's Performance

The second component of the passive management functionality of the LienGuard System is lender check out. Lender check out provides the lender the opportunity to confirm that all services that have been ordered with respect to a transaction have been performed and the confirming information that has been entered by the agent into the LienGuard System regarding those services is correct.

Lender check out is an electronic message delivered to the lender through the messaging system within the LienGuard System for each financing statement filing, search, termination, continuation, amendment, assignment or partial release filing, other agent service, PMSI notice or food security act notice or filing. The lender is requested to respond, by reply e-mail, to the lender check out e-mail by, for example, either (1) confirming that all services have been performed as ordered and as recorded by the agent in the LienGuard System, or (2) identifying specific errors or failures regarding the performance of the services or their recording by the agent.

To generate check out e-mails, the LienGuard System queries each transaction file daily and determines which UCC filings, searches, other agent services, PMSI notices or food security act notices or filings, if any, have been recorded by the agent as having been performed. If that service is recorded by the agent as having been performed, the LienGuard System generates a check out e-mail in the form of a notice that displays on the initial lender screen. The content of each check out message includes the type of service, the date the service was requested by the lender and the UCC filing office or recording office involved (to the extent applicable) and a hyperlink to the lender check out screen for that service. These items are identified from the transaction file. The LienGuard System queries the transaction file and also lists in the service check out e-mail the following additional information:

(a) for each search, the number of prior filings, the total number of pages and/or whether the original filing was reflected for a search;

(b) for each other agent service, the number of pages sent to the lender;

(c) for each UCC filing or food security act filing, the information recorded by the agent (the file-stamp number and the date of the filing); and the total number of pages of attachments

(counting both the number of pages of attachments that the lender sends to the agent plus the number of pages of attachments that the LienGuard System generates when it prints the form); (d) for each PMSI notice or food security act notice, the fact that the return mail receipt has been received. If the recipient of a lender check out notice fails to access the lender check out page, future notices will be sent until the recipient (or another user at that lender) accesses the lender check out message and response.

When a user clicks on the hyperlink to the lender check out screen, that user has four options. First, the lender can review the results of the service and click on the OK button, signifying that the services are accurate and complete. Ifthe lender reviews the service results and determines that there is a problem, the lender can choose from one of two problem buttons. The first signifies that the problem was the result of an enor by the lender and permits the lender to re-order the service correctly. The second problem button identifies that the problem appears to have been caused by LienGuard. This, in turn, triggers an alarm to a LienGuard employee who is responsible for investigating the nature of the problem and resolving it. A lender who accesses the lender check out screen also has the option of not reviewing the results, in which case the lender can selection the "Reminder Later" button. By selecting Remind Later, the lender will continue to receive the lender check out notices. The LienGuard System has established protocols for determining which users receive lender check out e-mails. First, the LienGuard System queries the transaction file and identifies each user who entered any information with respect to the services ordered. Those users, and any other users designated by those users to receive lender check out notices, will receive lender check out notices.

When the lender sends a reply e-mail to the check out e-mail, the LienGuard System first determines whether any of the boxes have been checked indicating a problem with a service. If all the boxes in a check out e-mail have been checked to indicate that all services have been accurately and completely performed and recorded by the agent in the LienGuard System, the LienGuard System records that fact in the transaction file. If one or more boxes in a check out e-mail has been checked indicating that there is a problem with a service, the LienGuard System queries the transaction file, identifies the LienGuard employee assigned to that particular lender, and routes the e-mail to that LienGuard employee as an alarm. From this point, the LienGuard employee has the responsibility to resolve the problem. Once the problem is resolved, the LienGuard employee records (by creating another reply e-mail) the manner in which the problem was resolved, which is then recorded in the transaction file. If resolution of the problem has not been recorded in the transaction file within three business days after receipt of a check out e-mail by the assigned LienGuard employee, a second alarm is sent to designated LienGuard management. 3. Monitoring the Effectiveness of Filed Financing Statements

Each state has enacted legislation that applies to each UCC filing office subject to that state's jurisdiction that establishes the period of time that a financing statement is effective. This effective period is measured from the time the financing statement is filed with the UCC filing office. Ifthe financing statement is continued (i.e., a continuation is filed), the effective time of the financing statement is extended from the date the continuation is filed. At the time a financing statement would otherwise cease to be effective, lenders typically must decide whether to continue the effectiveness of the financing statement or allow its effectiveness to lapse. Within the LienGuard System, there is a data base listing each UCC filing office in the United States and the effective period for a financing statement filed in that UCC filing office. At the time a financing statement is recorded by the agent in a transaction file as having been made, the LienGuard System queries the data base for the applicable filing office, identifies the date the financing statement was filed and records in the transaction file the expiration date of the filing.

Each day the LienGuard System queries each transaction file and identifies any expiration dates that are within 180 days of the current date. These financing statements are then sorted by lender and listed in an "upcoming expiration report" for that lender. Each financing statement listed in the upcoming expirations report includes a listing of the name of the debtor, the transaction identification number, the file-stamped number of the financing statement, the date of the financing statement was filed and the expiration date of that financing statement. The intent of this report is to advise lenders of upcoming expirations and to prompt them to determine whether it is necessary to file continuations for these financing statements. To provide a more intrusive system for notifying lenders of the expiration of financing statements, the LienGuard System also queries each transaction file and identifies any expiration dates that are within 90 days of the current date. For each such expiration date identified, the LienGuard System then generates and sends through its internal messaging system an e-mail to the designated representative for the lender notifying the designated representative of the upcoming expiration of that financing statement with the following four options, for example, for the designated representative: (1) have the financing statement continued;

(2) have the financing statement terminated; (3) receive another e-mail reminder 30 days before the financing statement expires; or (4) stop monitoring the financing statement (i.e., do not send any other e-mail reminders).

As a final assurance that the expiration of the financing statement has been properly monitored, the LienGuard System next queries each transaction file and identifies any expiration dates that are within 30 days of the current date. Unless the lender had previously chosen not to have further reminders or the filing was continued or terminated, the LienGuard System then generates and sends through its internal messaging system an e-mail to the designated representative for the lender notifying the designated representative of the upcoming expiration of that financing statement with, for example, the following three options for the designated representative: (1) have the financing statement continued; (2) have the financing statement terminated; or (3) stop monitoring the financing statement (i.e., do not send any other e-mail reminders). Ifthe financing statement is terminated (i.e., a termination statement has been filed for that financing statement), the LienGuard System records this fact and stops monitoring the expiration date of that financing statement. If a continuation is filed for an financing statement, the LienGuard System re-sets the expiration date for that filing. Certain lender may choose to have the LienGuard System monitor the expiration of financing statements that the lender filed prior to registering to use the LienGuard System. For this purpose, the LienGuard System permits the lender to create a modified transaction file for any financing statement filed by the lender other than through the LienGuard System. This modified transaction file is limited to the name, address and zip code of the debtor, the name, address and zip code of the secured party (if different from the name, address and zip code of the lender), the date the financing statement was filed, the filing office in which the financing statement was filed and the file-stamp number of the financing statement.

The LienGuard System also monitors when food security act notices expire and advises the lender in advance so the lender can request that LienGuard "continue" these notices. Generally, food security act notices expire 12 months from receipt, and there is a data base in the LienGuard System for each state that includes the exact period of time the food security act notice is effective. The LienGuard System measures the effective time of a food security act notice from the date the notice is sent (i.e., the date the notice and instruction sheet are recorded in the LienGuard System as having been printed).

The LienGuard System monitors the expiration of food security act notices exactly the same way it monitors financing statements, except as follows. The 180/90/30 day deadlines for financing statements is compressed to 90/60/30 days for food security act notices. For example, the lender will be provided the same four options at the 60 day monitoring cycle for food security act notices— have the notice continued, have the notice terminated, get the 30 day reminder or stop monitoring the file— as it is provided at the 90-day monitoring cycle for financing statements. 4. Monitoring by LienGuard Management There are four principal functions a LienGuard employee can perform within the LienGuard System that assist with the monitoring of services and transactions ordered by lenders. First, the LienGuard employee can monitor the status of transactions for which that employee is responsible and review and answer alarms and other e-mails. Second, a LienGuard employee can order searches, filings and other services the same as a lender. Third, LienGuard employees can access agent screens and perform agent functions in instances where there is a problem or an agent otherwise is unable to provide services. Finally, LienGuard management personnel can access certain management reports and access and manipulate program databases.

LienGuard employees can access the LienGuard System in the same manner as users and agents. LienGuard employees accessing the LienGuard System will use, for example, (1) a personal computer with a monitor, a laptop computer or a dummy terminal and monitor networked through a main frame computer system; (2) a 56 Kbps or faster modem; (3) telephone line access to the Internet through an Internet service provider; (4) an Internet web browser meeting certain specifications (Netscape 4.X or higher or Internet Explorer 4.X or higher); and (5) a Windows 95, Windows 98 or Windows NT operating system (or any advancement thereof).

LienGuard employees may access the LienGuard System through the world wide web site on which the LienGuard System is housed. LienGuard employees will be granted access to the LienGuard System only upon entering a valid user name and password.

Prior to the time the LienGuard employee first accesses the LienGuard System, LienGuard management will have entered the following information into the LienGuard System— the employee's name, mailing address (including city, state and zip code), phone number, fax number and e-mail address. The LienGuard employee will then select a unique user name and password.

When a LienGuard employee logs into the LienGuard site, the LienGuard System recognizes, from his or her user name and password, that the individual is a LienGuard employee and displays the Initial Management Screen. See Fig. 13. At this time, the LienGuard System also queries all transaction files, identifies any alarms, notices or messages for transactions assigned to that LienGuard employee and displays them where shown on the Initial Management Screen. From this screen, the LienGuard employee can act as a lender or agent, enter information about the lenders or agents, or enter information about other LienGuard users. See Fig. 13.

Ifthe LienGuard employee chooses to act as a lender, the LienGuard System permits the LienGuard employee to reorder a service for that lender or search for a lender file. The LienGuard employee can then access the transaction file for a pending or closed transaction by selecting the displayed transaction. The transaction file then displays in exactly the same manner as it does for the lender, and the LienGuard employee is able to take any action or perform any function with respect to that transaction file that the lender can.

Ifthe LienGuard employee chooses to act as an agent, the LienGuard System presents the Initial Agent Screen, and the LienGuard employee is able to take any action or perform any function that the agent can. D. Other Functionalities

The LienGuard System provides statistical reports both for lenders and for LienGuard management.

1. Lender Statistical Reports

The LienGuard System generates for lenders statistical reports relating to services and transactions on a month-to-date, year-to-date or life-to-date basis, sorted either by user, file identifier or for the lender's entire operations. The lender also has the ability to further sort transactions by whether they are pending or completed.

Once the lender has selected how the transactions are to be sorted, the LienGuard System generates the following statistical items: a. LienGuard Transaction Fees. In addition to totaling all of these fees in the aggregate, a separate total is calculated for each type of service and transaction. A separate category of LienGuard fees exists for LienGuard fees on services or transactions that are canceled. b. LienGuard Fees Per Transaction. This equals a. divided by the number of each type of service or transaction, as the case may be. c. LienGuard Fees as a Percentage of Loan Principal. For each type of transaction on which LienGuard's fee is based on the principal amount of the secured loan, this equals b. divided by the average amount loan principal amount for each transaction that is completed. d. LienGuard Out of Pocket Expenses. These includes LienGuard out of pocket expenses for each type of service that is performed or transaction that is completed. A separate category of LienGuard out of pocket expenses exists for out of pocket expenses on services or transactions that are canceled. e. LienGuard Out of Pocket Expenses Per Transaction. This equals d. divided by the number of each type of service or transaction, as the case may be. f. LienGuard Out of Pocket Expenses as a Percentage of Loan Principal. For each type of transaction on which LienGuard's fee is based on the principal amount of the secured loan, this equals d. divided by the average amount loan principal amount for each transaction that is completed. g. Filing Office Costs. This includes filing office costs for each type of service that is performed or transaction that is completed A separate category of filing office costs exists for filing office costs on services or transactions that are canceled, h. Filing Office Costs Per Transaction. This equals g. divided by the number of each type of service or transaction, as the case may be. i. Filing Office Costs as a Percentage of Loan Principal. For each type of transaction on which LienGuard's fee is based on the principal amount of the secured loan, this equals g. divided by the average amount loan principal amount for each transaction that is completed. j. Total Costs and Fees. The sum of a. plus d. plus g. (along with a separate calculation for total costs on services or transactions that are canceled), k. Total Costs and Fees Per Transaction. The sum of b. plus e. plus h.

1. Total Costs and Fee as a Percentage of Loan Principal. The sum of c. plus f. plus I. m. Number of Secured Loans. This equals the number of transactions priced by LienGuard according to loan principal amount that are completed. A separate number of canceled transaction is also calculated. i. Total ii. By Collateral Type iii. By Size under $50,000 $50,000 and above n. Number of financing statement filings.

0. Number of financing statement filings per transaction priced by LienGuard according to loan principal amount. p. Number of continuation filings q. Number of partial release filings r. Number of assignment filings s. Number of termination filings t. Number of amendment filings

2. LienGuard Management Reports The LienGuard System generates statistical reports for LienGuard management in a format similar to the lender management reports described above. The principal difference is that the LienGuard management statistical reports are sorted by: (a) each lender; (b) each agent; (c) each UCC filing office; and (d) each state (i.e., all UCC filing offices within that state). The LienGuard System also generates a statistical report that ranks each lender, agent, UCC filing office or state by the amount in each of items measured above.

In addition to statistical reports, the LienGuard System generates reports relating to the performance of the agents that, for example, (1) measure how well the agents provide search and filing services; (2) identify statistical deviations from the estimated filing office costs and out of pocket expenses. The performance standards the LienGuard System measures for each agent are:

1. The number of times each alarm is triggered.

2. Alarm frequency. (The number of times any of the alarms is triggered for a service or transaction divided by the number of such services or transactions.)

3. The average time it takes for the agent to send a reply e-mail to the first alarm. 4. Actual filing office costs as a percentage of estimated filing office costs.

5. Actual Out of Pocket Expenses as a percentage of the estimated Out of Pocket Expenses.

III. Definitions

Agent - A remotely located party with responsibility for making, performing or mailing UCC searches, UCC filings, food security act filings and notices, PMSI notices and other agent services or for providing other services ordered by a lender in assigned jurisdictions.

Amendment - A UCC filing made on a form prescribed by the UCC filing office in which the filing is made that has the effect of amending information contained on a previously filed financing statement.

Assignment - A UCC filing made on a form prescribed by the UCC filing office in which the filing is made that has the effect of assigning a security interest in collateral perfected pursuant to a previously filed financing statement from one or more of the secured parties listed on that previously filed financing statement to another secured party.

Central filing office - A UCC filing office that serves as a central filing location for UCC searches and filings in a particular state. An example of a central filing office is the Indiana Secretary of State. Closing Statement- The document that identifies, for each transaction, the amount of costs or expenses actually incurred and expected to be incurred by the lender for services ordered through the LienGuard System.

Continuation - A UCC filing made on a form prescribed by the UCC filing office in which the filing is made that has the effect of continuing the effectiveness of a previously filed financing statement. Customer service representative - An employee or agent of LienGuard responsible for monitoring, through the LienGuard System, transactions on behalf of an assigned lender.

Financing Statement - A UCC filing made on a form prescribed by the UCC filing office in which the filing is made that has the effect of perfecting a security interest in the collateral described in the prescribed form.

Lender - Each bank, credit union, thrift, equipment leasing company or other financial institution (and its representatives and agents) that subscribes to, and registers to use, the LienGuard System.

Lender check out - The risk management process in which the lender is sent an electronic message specifically identifying the services that have been rendered with respect to the subject transaction, and all relevant details with respect to that transaction, with either a request or demand for reply.

LienGuard - An operating division of eFIRST, Inc., a corporation organized and existing under the laws of the state of Indiana. LienGuard is responsible for the operation of the LienGuard System.

LienGuard System - The Internet-based, e-commerce computer application and process that facilitates and manages the provision of UCC services and Other Agent Services to lenders.

Local filing office - A UCC filing office that is located at the county, parish, city, town or other local level. An example of a local filing office is each county recorded within the state of Indiana.

Opinion Certificate - The form of legal opinion issued for the benefit of the lender by legal counsel to LienGuard with respect to the effect of a properly filed financing statement. Other agent services - Those services offered and provided by each agent, other than UCC services.

Partial Release - A UCC filing made on a form prescribed by the UCC filing office in which the filing is made that has the effect of releasing any or all of the collateral or one or more of the debtors identified in a previously filed financing statement.

PMSI - A purchase money security interest in collateral properly classified as inventory that has the effect of granting priority status in that collateral against previously filed financing statements.

Search - A request, made on a form prescribed by the UCC filing office in which the request is made, that the filing office identify any UCC filing made with respect to the debtor or secured party described in the prescribed form.

Termination - A UCC filing made on a form prescribed by the UCC filing office in which the filing is made that has the effect of terminating the effectiveness of a previously filed financing statement.

Transaction - One or more UCC services and/or other agent services that relate to a. specific actual or potential secured lending transaction of the lender.

UCC - Article 9 of the Uniform Commercial Code as enacted in each applicable jurisdiction in which UCC services are provided through the LienGuard System.

UCC filing - Where the context requires, it includes a financing statement, termination, continuation, amendment, assignment or partial release.

UCC filing office - A governmental or other entity created by the laws of the applicable jurisdiction it serves to receive and process UCC searches and filings with respect to that particular jurisdiction. UCC services - Where the context requires, UCC filings, UCC searches, PMSI notices, food security act notices and food security act filings.

User - An employee or agent of a lender that has properly registered to use the LienGuard System on that lender's behalf.

EXHIBIT A

LIENGUARD AGENT INSTRUCTION SHEET

[NAME OF AGENT],

[DATE]

LIENGUARD TRANSACTION ID NUMBER:

SECURED PARTY:

DEBTOR:

SERVICES REQUESTED

[Filing Office 1]

Attached Tvpe of filing Urgency Return By Pages

[Type of filing] [EXPEDITED/NORMAL] [Type of mail] [#]

[Filing Office 2]

Attached Tvpe of filing Urgency Return Bv Pages

[Type of filing] [EXPEDITED/NORMAL] [Type of mail] [#]

[Type of filing] [EXPEDITED NORMAL] [Type of mail] [#]

NUMBER OF PAGES (Including this Instruction Sheet):

EXHIBIT B OTHER AGENT SERVICES IN INDIANA

Tax Lien Searches (Federal. State. ERISA. EPA)

Judgment and Pending Lawsuit Searches

Judgment Searches- State

Judgment Searches- Federal- Southern District- Indianapolis Division Judgment Searches- Federal- Southern District- Terre Haute Division Judgment Searches- Federal- Southern District- Evansville Division Judgment Searches- Federal- Southern District- New Albany Division Judgment Searches- Federal- Northern District- South Bend Division Judgment Searches- Federal- Northern District- Fort Wayne Division Judgment Searches- Federal- Northern District- Hammond Division Judgment Searches- Federal- Northern District- Lafayette Division

Pending Lawsuit Searches- State

Pending Lawsuit Searches- Federal- Southern District- Indianapolis Division Pending Lawsuit Searches- Federal- Southern District- Terre Haute Division Pending Lawsuit Searches- Federal- Southern District- Evansville Division Pending Lawsuit Searches- Federal- Southern District- New Albany Division Pending Lawsuit Searches- Federal- Northern District- South Bend Division Pending Lawsuit Searches- Federal- Northern District- Fort Wayne Division Pending Lawsuit Searches- Federal- Northern District- Hammond Division Pending Lawsuit Searches- Federal- Northern District- Lafayette Division

Bankruptcy Searches

Bankruptcy Searches- Southern District- Indianapolis Division Bankruptcy Searches- Southern District- Terre Haute Division Bankruptcy Searches- Southern District- Evansville Division Bankruptcy Searches- Southern District- New Albany Division Bankruptcy Searches- Northern District- South Bend Division Bankruptcy Searches- Northern District- Fort Wayne Division Bankruptcy Searches- Northern District- Hammond at Gary Division Bankruptcy Searches- Northern District- Hammond at Lafayette Division

Motor Vehicle Record Searches

Driver Records

Registrations- Request by Vehicle Identification Number

Registrations- Request by Owner

Title- Request by Vehicle Identification Number

Title- Request by Owner

Assumed Business Name Searches Real Property Record Searches

Identify Current Property Owner Full 50 Year Title Search Mortgage_^ Search- By Mortgagor Mortgage, Search- By Location Mortgage Search- By Specific Mortgage Deed Search

Corporate/Entity Record Searches

Corporations

Articles of Incorporation

Amendments to Articles of Incorporation

Certified Articles of Incorporation

Certified Amendments to Articles of Incorporation

Certificate of Existence

Limited Liability Companies and Other Entities

Articles of Organization

Amendments to Articles of Incorporation

Certified Articles of Organization

Certified Amendments to Articles of Incorporation

The additional questions that are asked or information that is obtained for each of the above services are as follows.

Tax Lien Searches (Federal, State, ERISA, EPA)

The three questions are: Exact Name to be Searched, defaulted to the name of the debtor, if already supplied as part of the transaction, "Which County?" with a pull-down menu of Indiana counties to choose from; and "How Many Years Back?" with a blank that is pre-selected to 10. The lender can choose more than one county.

Judgment and Pending Lawsuit Searches

For "Judgment Searches- State^" and "Pending Lawsuit Searches- State," there are three questions: Exact Name to Search, defaulted to the name of the debtor, if already supplied as part of the transaction, "Which County?" with a pull-down menu of Indiana counties to choose from; and "How Many Years Back?" with a blank that is pre-selected to 10. The lender can choose more than one county. For all federal judgment searches and pending lawsuit searches (regardless of which district or division), there are only two questions— Exact Name to Search, defaulted to the name of the debtor, if already supplied as part of the transaction, "How Many Years Back?" with a blank that is pre-selected to 10.

Bankruptcy Searches

For all bankruptcy searches (regardless of which district or division), there are two questions— Exact Name to Search, defaulted to the name of the debtor, if already supplied as part of the transaction, and "How Many Years Back?" with a blank that is pre-selected to 10.

Motor Vehicle Record Searches

For "Driver Records" the following is required: Last Name ,

First Name , MI , Social Security Number - - , and Date of Birth (Optional) - - .

For "Registrations- Request by Vehicle Identification Number" the following is required: Vehicle Identification Number .

For "Registrations- Request by Owner^" the following is required: Last

Name/Business Name , First Name , MI

(defaulted to the name of the debtor, if already supplied as part of the transaction), Social Security Number - - , and Date of Birth

(Optional) - - .

For "Title- Request by Vehicle Identification Number" the following is required: Vehicle Identification Number .

For "Title- Request by Owner" the following is required: Last Name , First Name , MI (defaulted to the name of the debtor, if already supplied as part of the transaction), Social Security Number - - , and Date of Birth (Optional) - - .

Assumed Business Name Searches

The three questions are: Exact Name to Search, defaulted to the name of the debtor, if already supplied as part of the transaction. "Which County?" with a pull-down menu of Indiana counties to choose from; and "Exact Business Name" with a blank that is pre-selected to whatever debtor name, if any, the lender had already input using the FILE UNDER OTHER TRADE NAMES function The lender can choose more than one county.

Real Property Record Searches

For "Identify Current Property Owner" the following is required: "Which County?" with a pull-down menu of Indiana counties to choose from; and

Street Address , Parcel Number , and Legal

Description . The lender can choose more than one county. For street address, parcel number and legal description, there is a note "Please provide as much information as available.^"'

For "Full 50 Year Title Search" the following is required: "Which County?" with a pull-down menu of Indiana counties to choose from; and Street Address , Parcel Number , and Legal Description . The lender needs to be able to choose more than one county. For street address, parcel number and legal description, there should be a note "Please provide as much information as available."

For "Mortgage Search- By Mortgagor" the following is required: "Which County?" with a pull-down menu of Indiana counties to choose from; "How Many Years Back?" with the following options- 10/20/30; and Exact Name of Mortgagor (defaulted to the name of the debtor, if already supplied as part of the transaction). The lender can choose more than one county.

For "Mortgage Search- By Location^" the following is required: "Which County?" with a pull-down menu of Indiana counties to choose from: "How Many Years Back?'^" with the following options- 10/20/30; and Street Address , Parcel Number , and Legal Description . The lender can choose more than one county. For street address, parcel number and legal description, there should be a note "Please provide as much information as available.^"

For "Mortgage Search- By Specific Mortgage^*' the following is required: "Which County?" with a pull-down menu of Indiana counties to choose from;

Approximate Date of Mortgage - - ; Amount of Mortgage ;

Exact Name of Mortgagor defaulted to the name of the debtor, if already supplied as part of the transaction); and Street Address , Parcel Number , and Legal Description . The lender can choose more than one county. For approximate date of mortgage, amount of mortgage, exact name of mortgagor, street address, parcel number and legal description, there is a note "Please provide as much information as available.^"'

For "Deed Search^*' the following is required: "Which County?^" with a pulldown menu of Indiana counties to choose from; and Street Address , Parcel Number , and Legal Description . The lender can choose more than one county. For street address, parcel number and legal description, there is a note "Please provide as much information as available."

Corporate/Entity Record Searches

For all corporate/entity record searches, the following is required: the "Exact Legal Name" with a blank defaulted to the name of the debtor, if already supplied as part of the transaction. EXHIBIT C EVENTS

EXHIBIT C continued Alarm Information Service Order Needs Printed

Alarm Family # I

Monitored continually by the automated alarm service

PrjAlarms— clsAlar Familyl

Retrieves all orders assigned to an agency where at least one transaction must be printed. Once an Agent prints the service, all associated alarms are removed from any other recipient home pages. Otherwise, "To" recipients must click the link of this alarm to remove it from their home page.

Subject and Message Body

Intervals (hours)

1 Alarm 4 Interval 1 Interval 2 Time Interval | Type_ _ Priority

| 1 3 1899- 12-30 1 1 00:00.000 j Notice Low

2 2 4 | Notice Low [ 3 i _ . . . Alarm High

1.4 ± 4 L⁸ ? l -_. U :00:00_000 | Notice H'gh —

| 5 1 ⁴ : . j Alarm High

Recipients

Attachments Need Re-Faxed

Alarm Family #4

Issued as a result of an event within the LienGuard system

PrjAlarms— cIsAlarmFamιly4

Issued to the Lender or Agent to advise that the fax received was marked as invalid will need re-faxed to complete requirements.

Intervals

Recipients

Closed Filing to Expire

Alarm Family #6

Monitored once-a-dav by the automated alarm system

PrjAlaims— clsAlaπnFamilyό

Intervals (days)

Recipients

Ready for Checkout

Alarm Family #7

Monitored continually by the automated alarm service

PrjAlarms— clsAlarmFamιly7

Subject and Message Body

Intervals (hours)

Recipients

Results Need Recorded

Alarm Family #8

Monitored once-a-dav by the automated alarm system

PrjAlarms— clsAlarmFamιly8

Intervals (hours)

Recipients

To LienGuard CSR Primary Contact

Cc I Aeent User

Cc LienGuard CSR

To _[ LienGuard Manager

Cc I Agent Manager

Cc I LienGuard CSR Manager

To I Agent User

To j Agent User

To LienGuard CSR Primary Contact

Cc AgentJUse

Cc LienGuard CSR

To LienGuard Manaeer !

Cc Agent Manager

Cc LienGuard CSR Manager

To Agent User

To LienGuard CSR Primary Contact

Cc Agent User

Cc LienGuard CSR

To j LienGuard Manager

Cc J Agent Manager

Cc i LienGuard CSR Manager

Forms Processing Error

Alarm Family #9

Issued as a result of an event within the LienGuard system

PrjAlarms— clsAlarmFamιly9

Intervals

1 L _ _ „[_„ _ _l l __ _ _ | Alarm _ | _Hιgh

Recipients

| Alarm ≠ | | Recipient 1 Problem Reply Required

| 1 | To | LienGuard CSR Manager | |

Problem with Lender Checkout

Alarm Famtly #1 1

Monitored continually by the automated alarm service

PrjAlarms— clsAlarmFamilyl 1

Interval 5 (hours)

Recipients

Alarm # Recipient Problem Reply Required

To LienGuard CSR Primary Contact -

Cc LienGuard CSR

To i LienGuard Manager n

Waiting for Lender Attachments

Alarm Family #12

Monitored continually by the automated alarm service

PrjAlarms— clsAlarmFamily 12

Intervals (hours)

| Alarm 9 | Interval 1 j Interval 2 | Time Interval [ Type | Pπoπty

'1 1 I 3 •! | j Alarm | Low

| 2 | 2 | \ | Alarm | Low

| 3 | 1 | | | Alarm | High

Recipients

| Alarm # | 1 Recipient | Problem j Reply Required

| 1 | To | Lender User 1 J

Waiting for Agent Attachments

Alarm Family #13

Monitored continually by the automated alarm service

PrjAlarms— clsAlarmFamily 13

Intervals (hours)

| Alarm # Interval 1 Interval 2 j Time Iπterva 1 Type j Priority

^| ι 3 j Alarm | Low

I.? A _. . . ' . . ... . 1 i Alarm | Low

| 3 1 1 j Alarm | High

Recipients

System Successfully Received Attachments

Alarm Family #14

Issued as a result of an event within the LienGuard system

PrjAlarms— clsAlarmFamily 14

Intervals

Recipients

Agent Entered Inconsistent Results

Alarm Family #16

Issued as a result of an event within the LienGuard system

PrjAlarms— clsAlarmFamily 16

Alarm Subject ! Text

Results Inconsistent search results have been entered for the above transaction inconsistent | (results do not show that the search includes the filing when the Lender

I ordered search to reflect). Intervals

Alarm 4 Interval I 1 Interval 2 j Time Interval Type Priority

Recipients

Alarm 4 ecipient | Problem Reply Required

1 To | Lende^r User | ι

1 Cc 1 LienGuard CSR

1 Cc j LienGuard CSR Primary | Contact '

Need a Filing Affidavit

Alarm Family #18

Monitored once-a-dav by the automated alarm system

Prj Alarms— c Is AlarmFam i ly 18

Intervals (hours)

| Alarm 4 | Interval I Interval 2 | Time Interval 1 Type | Priority

| 1 | 24 ; | ⁱ Notice | Low

| 2 | 24 i | | Notice | Low

| 3 j 32 I | 1 Alarm | High

Recipients

Alarm 4 Recipient Problem Reply Required

1 To Agent User

1

2 To Agent User 1

2 Cc LienGuard CSR

2 Cc LienGuard CSR Primary Contact

3 To LienGuard CSR Primary Λ/ Contact

| 3 Cc LienGuard CSR i Cc LienGuard CSR Manager

Import file to Expire

Alarm Family #19

Monitored oπce-a-dav by the automated alarm system

PrjAlarms— clsAlarmFamilyt 9

Intervals (days)

| Alarm 4 Interval 1 'j Interval 2 | Time Interval 1 Type | Priority h . 180 i ;l. I Notice Low

| 2 90 I 1 j Notice | Low

| 3 30 1 ' Notice | Low

Recipients

Import recipients are specified in the Import tab "LienWatch Notice". If no recipients are specified, then the default "Import Notice Recipient'^* is used.

Draft Import File to be Deleted

Alarm Family #20

Monitored once-a-dav by the automated alarm system

PrjAlarms— els AlarmFamιly20

Intervals

| 1 | 30 days _, 1 1 1 Notice | Low

| 2 | 24 hours , | | | Notice | Low

| 3 | 48 hours J 1 1 Notice | High

1 4 j , | j | Notice | Low

Recipients

Rejected Service

Alarm Family #21

Issued as a result of an event within the LienGuard system

PrjAlarms- clsAlarmFamιly2I

Intervals (hours)

Recipients

Rejected Service Resolution Message General Message #17

Alarm Subject Message Body

4

_Undoιng Rejected Status

Service Rejected This message is to advise you that the filing office rejected this filing. The Network Agent's explanation of the reason for the rejection is set forth below I have reviewed this issue and concluded that this problem is attributable to user error. You should reorder this service after resolving the error. Contact me if you have any questions.

Reordering Rejected This message is to advise you that the filing office rejected Service this filing. The Network Agent's explanation of the reason for the rejection is set forth below. I have reviewed this issue, and concluded that ProValent is responsible for resolving (at our cost) the reason for the rejection. You will be notified when I have reordered this service.

Recipients

Service Needs Reordered

Alarm Family #22 '

Monitored oπce-a-dav by the automated alarm system

PrjAlarms— cl_AlarmFamιlv22

1 Alarm 4 Subject Text

| 1 | Service needs reordered The above service needs reordered

1 2 Service needs reordered The above service needs reordered This is your second notice

1 .3. __ Service needs reordered The above service needs reordered This is your third notice

| 4 Service needs reordered The above service needs reordered This is the final notice

5 Service needs reordered The above service needs reordered

| 6 Service needs reordered The above service needs reordered This is your final notice

Intervals (hours)

| Alarm 4 1 Interval 1 i Interval 2 Time Interval 1 Type Priority

1 i 1 2 | Alarm Low

1 2 | 24 [ Alarm Low

| 3 1 2 i Alarm Low

4 1 24 ¹ Alarm ^HlS^h _

| 5 1 24 1 Alarm Low

1 ⁶ 1 24 I Alarm Low

Recipients

Fax/Scan Not Anticipated

Alarm Family #23

Issued as a result of an event within the LienGuard system

PrjAlarms— clsAlarmFamily 23

Intervals

| 1 | 0 | | | Alarm | High

| 2 | 0 1 | | Alarm | High

Recipients

Claims

CLAIMS:

1. A method for processing a secured lending transaction on a main computer, the method including: receiving an order for a transaction at the main computer from a lender using a first remote computer; establishing a data file for the transaction at the main computer including a unique identification number for the transaction; storing the data file in a memory of the main computer; generating instructions regarding the transaction at the main computer; and transmitting the instructions from the main computer to a second remote computer for processing the transaction.

2. The method of claim 1 wherein transmitting includes identifying an agent responsible for performing at least one service related to the transaction and transmitting the instructions regarding the transaction from the main computer to the agent at the second remote computer.

3. The method of claim 2 further including receiving and storing status information related to the at least one service to be performed by the agent at the main computer, the information being transmitted to the main computer from the agent at the second remote computer

4. The method of claim 3 further including transmitting the status information from the main computer to the lender at the first remote computer.

5. The method of claim 1 further including monitoring the status of the transaction.

6. The method of claim 1 further including calculating a fee due for the transaction at the main computer.

7. The method of claim 6 further including transmitting an invoice for payment of the fee from the main computer to the lender at the first remote computer.

8. The method of claim 1 further including transmitting from the main computer to the lender at the first remote computer a request for the lender to confirm that all required services related to the transaction have been completed.

9. The method of claim 1 further including delivering an electronic message from the main computer to the lender at the first remote computer requesting a confirmation from the lender that all services related to the transaction have been performed as ordered, the main computer being configured to store in the data file an indication that the lender has confirmed a successful transaction, the main computer generating a message related to any problems with the transaction reported by the lender.

10. The method of claim 1 wherein the transaction is a financing statement filing and further including providing the lender with a legal opinion that a security interest has been perfected after a predetermined series of steps have been completed related to the transaction.

11. The method of claim 10 wherein providing the legal opinion includes obtaining a general legal opinion regarding to a transaction indicating that once the predetermined series of steps has been performed that a security interest has been perfected, determining whether the predetermined series of steps has occurred, and issuing the legal opinion regarding the transaction only after the predetermined series of steps have occurred for the transaction.

12. The method of claim 10 wherein the lender is able to print a draft version of the legal opinion prior to completion of all the predetermined series of steps.

13. The method of claim 1 wherein the second remote computer is a state filing office computer.

14. The method of claim 1 wherein the instructions include a form for filing and second remote computer is an agent's computer so that the agent can manually file the form related to the transaction received from the main computer.

15. The method of claim 1 wherein the transaction is one of a financing statement filing, a UCC search, a termination, a continuation, an amendment, an assignment, a partial release, a purchase money security interest notice, a Food Security Act notice, and a Food Security Act filing.

16. The method of claim 1 further including generating a cover sheet at the second remote computer, the cover sheet containing information relating to the transaction, and transmitting the cover sheet with results from the transaction via facsimile to the main computer.

17. The method of claim 16 further including receiving the cover sheet with the results via facsimile at the main computer and storing the results in a memory of the main computer where the memory is associated with said unique identification number for the transaction.

18. The method of claim 17 further including providing a user with access to the memory of the main computer storing the results.

19. The method of claim 1 further including generating a cover sheet at the second remote computer, the cover sheet containing information relating to the transaction, using a scanner to convert the cover sheet and the results from the transaction into image data in a memory of the second remote computer, and transmitting the data to the main computer.

20. The method of claim 19 further including receiving the image data at the main computer and storing the data in a memory of the main computer where the memory is associated with said unique identification number for the transaction.

21. The method of claim 20 further including providing a user with access to the memory of the main computer storing the results.

22. A method for processing a financing statement filing on a main computer, the method including: receiving an order for a financing statement filing at the main computer from a lender using a first remote computer; generating instructions regarding the financing statement filing at the main computer; transmitting the instructions from the main computer to a second remote computer for processing the financing statement filing; monitoring the financing statement filing to determine whether a predetermined series of steps related to the financing statement filing have been completed; and transmitting a legal opinion that a security interest has been perfected from the main computer to the first remote computer after the predetermined series of steps have been completed.

23. The method of claim 22 wherein providing the legal opinion includes of obtaining a general legal opinion with regard to a financing statement filing indicating that once the predetermined series of steps has been performed that a security interest has been perfected and transmitting the legal opinion only after it is determined that the predetermined series of steps have occurred in the monitoring step.

24. The method of claim 22 wherein the lender is able to print a draft version of the legal opinion prior to completion of all the predetermined series of steps.

25. The method of claim 22 further including generating a cover sheet at the second remote computer, the cover sheet containing information relating to the financing statement filing, and transmitting the cover sheet with results from the financing statement filing via facsimile to the main computer.

26. The method of claim 25 further including receiving the cover sheet with the results via facsimile at the main computer and storing the results in a memory of the main computer.

27. The method of claim 26 further including providing a user with access to the memory of the main computer storing the results.

28. The method of claim 22 further including generating a cover sheet at the second remote computer, the cover sheet containing information relating to the financing statement filing, using a scanner to convert the cover sheet and the results from the financing statement filing into image data in a memory of the second remote computer, and transmitting the data to the main computer.

29. The method of claim 28 further including receiving the image data at the main computer and storing the data in a memory of the main computer.

30. The method of claim 29 further including providing a user with access to the memory of the main computer storing the results.

31. A method for processing a secured lending transaction on a main computer, the method including: receiving an order for a transaction at the main computer from a lender using a first remote computer; generating instructions regarding the transaction at the main computer; transmitting the instructions from the main computer to a second remote computer for processing the transaction; monitoring the status of the transaction; and transmitting a request from the main computer to the lender at the first remote computer requesting the lender to confirm that all required services with respect to the transaction have been completed.

32. The method of claim 31 further including transmitting a reminder message from the main computer to the lender at the first remote computer ifthe lender does not respond to the request within a predetermined period of time.

33. The method of claim 31 further including generating a cover sheet at the second remote computer, the cover sheet containing information relating to the transaction, and transmitting the cover sheet with results from the transaction via facsimile to the main computer.

34. The method of claim 33 further including receiving the cover sheet with the results via facsimile at the main computer and storing the results in a memory of the main computer..

35. The method of claim 34 further including providing a user with access to the memory of the main computer storing the results.

36. The method of claim 31 further including generating a cover sheet at the second remote computer, the cover sheet containing information relating to the transaction, using a scanner to convert the cover sheet and the results from the transaction into image data in a memory of the second remote computer, and transmitting the data to the main computer.

37. The method of claim 36 further including receiving the image data at the main computer and storing the data in a memory of the main computer.

38. The method of claim 37 further including providing a user with access to the memory of the main computer storing the results.