COMMITMENT LETTER FOR REVOLVING CREDIT SECURITY AGREEMENT

December 9, 2005

364 days, maturing on December 8, 2006.

One Hundred Fifty Million Dollars ($150,000,000).

The ongoing availability of the Agreement is subject to the maintenance of the following financial covenants:

(a)

Minimum Tangible Net Worth: $10,000,000.

(b)

Minimum Liquidity: Borrower to maintain cash or Cash Equivalents, meeting the investment quality requirements as defined in the Agreement, in a minimum amount equal to 50% of Tangible Net Worth, inclusive of the Over/Under Account Balance and inclusive of the difference between the unpaid principal balance of loans held for sale and Borrower’s warehouse liability for the respective loans.

(c)

Maximum ratio of Total Liabilities and Warehouse Debt (Warehouse Debt is inclusive of outstandings on warehouse lines, repurchase facilities or other off balance sheet financing to Tangible Net Worth: 12:1. (excluding Countrywide’s Early Purchase Program)

(d)

Net Income: Borrower shall show positive pre-tax net income, on a quarterly basis.

(e)

Borrower shall not add additional mortgage financing facilities (including warehouse, repurchase, purchase or off-balance sheet facilities) without the prior written consent of Lender). Lender acknowledges that Borrower will increase existing facility with Guaranty Bank to $30,000,000 and also Borrower will add a $20,000,000 off balance sheet facility with Guaranty Bank.

The ongoing availability of credit under the Agreement is subject to Borrower’s compliance with all other covenants in the Agreement, including, without limitation;

(i) Not making any material changes to its secondary marketing, underwriting, origination source and interest rate risk management practices without providing Lender with a minimum of thirty (30) days prior written notice.

4:00 p.m. (Eastern time).

4:00 p.m. (Eastern time).

Due annually, 10 bps, payable in quarterly installments, with the first installment due prior to the Effective Date. The entire commitment fee is due even in the event of termination by Borrower. The fee is payable based on Aggregate Credit Limit only and will be prorated in event of increases.

Waived

$1,500,000. Borrower to be entitled to interest on a monthly basis thereon at an annual rate based on the schedule below on the monthly average Over/Under Account Balance. For the purpose of this calculation, average monthly Advances shall include Borrower’s Loans subject to the Review Period under Borrower’s Early Purchase Facility with Countrywide Home Loans.

Actual average Over/Under Account Balance

Annualized interest rate

$0 to the Minimum Over/Under Account Balance

LIBOR minus 0.25%

Amounts > Minimum Over/Under Account
Balance, up to the monthly average outstanding
Advances

LIBOR plus Tranche A spread

For amounts in excess of the monthly average
outstanding Advances

LIBOR minus 0.25%

Prior to each Advance and for so long as a mortgage loan is pledged to Lender, each such mortgage loan will satisfy Lender’s eligibility criteria, including, but not limited to:

(a)

Each mortgage loan will be in compliance with all representations and warranties contained in the Agreement;

(b)

Excluding Tranche I, No mortgage loan will be more than 30 days past its original funding date and no loan will be contractually delinquent 30 days or more;

(c)

No mortgage loan will be subject to either HOEPA requirements or any similar state or local “high cost” law or regulation;

(d)

Eligible property types are Single Family Residence, Condominium, Townhouse, Planned Urban Development (PUD) and multiple unit properties of 2-4 units; ineligible property types include co-op, mobile home, land, commercial and multi units of 5+units, or otherwise not eligible per agency guidelines.

(e)

Each mortgage loan will conform in all material respects to Borrower’s underwriting guidelines, which shall be provided to, and approved by, Lender;

(f)

No more than 5% of the aggregate outstanding balance will consist of mortgage loans with a manufactured dwelling property type and no such mortgage loan will have an LTV in excess of 85%;

(g)

No more than 5% of th