SECURITY AGREEMENT DATED SEPTEMBER 11, 2007

EXHIBIT 10.2

SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (“ Agreement ”) is made as of September 11, 2007, by Origen Financial L.L.C., a Delaware limited liability company (“ Debtor ”), whose principal place of business is located at 27777 Franklin Rd., Suite 1700, Southfield, Michigan 48034, Origen Servicing, Inc., a Delaware corporation (“ Servicer ”, and together with Debtor, each a “ Pledgor ” and together the “ Pledgors ”), whose principal place of business is located at 27777 Franklin Rd., Suite 1700, Southfield, Michigan 48034, and the William M. Davidson Trust u/a/d 12/13/04 (“ Secured Party ”), whose address is 2300 Harmon Road, Auburn Hills, Michigan 48326, Attention: Jonathan S. Aaron. Pledgors hereby agree with Secured Party as follows:

     1. Definitions . As used in this Agreement, the following terms shall have the meanings indicated below:

	(a)		The term “ Code ” shall mean the Uniform Commercial Code as in effect in the State of Michigan, as from time to time, or, if so required with respect to any particular Collateral by mandatory provisions of applicable law, as in effect in the jurisdiction in which such Collateral is located.
	(b)		The term “ Collateral ” shall mean each Pledgor’s right, title and interest in and to servicing and/or sub-servicing fees payable to such Pledgor (“ Servicing Fees ”) under the servicing agreements, master servicing agreements and/or sub-servicing agreements in respect of the loans included in the trust securitizations listed on Schedule 1 hereto (the “ Servicing Agreements ”) and all proceeds from the sale thereof.
	(c)		The term “ Indebtedness ” shall mean: (i) all indebtedness, liabilities and obligations of Debtor to Secured Party of any kind or character, now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several or joint and several, arising under or pursuant to the Senior Secured Loan Agreement of even date herewith (the “ Loan Agreement ”) between Debtor and Secured Party; (ii) all indebtedness, liabilities and obligations of Debtor to Secured Party now existing or hereafter arising under the Senior Secured Promissory Note of even date herewith, in the aggregate original principal amount of $10,000,000 (the “ Term A Bridge Loan Note ”), payable to Secured Party, and the Senior Secured Convertible Promissory Note of even date herewith, in the aggregate original principal amount of $5,000,000 (the “ Term B Bridge Loan Note ”), payable to Secured Party; (iii) all obligations of Debtor to Secured Party under any documents evidencing, securing, governing and/or pertaining to all or any part of the indebtedness described in clauses (i) and (ii) above; (iv) all costs and expenses incurred by Secured Party in connection with the collection of all or any part of the indebtedness and obligations described in clauses (i) through (iii) above or the protection or preservation of, or realization upon, the Collateral, including without limitation all reasonable attorneys’

			fees; and (v) all renewals, extensions, modifications and rearrangements of the indebtedness and obligations described in clauses (i) through (iv) above.
	(d)		The term “ Loan Documents ” shall mean the Loan Agreement, this Agreement, the Term A Bridge Loan Note, the Term B Bridge Loan Note, and all other instruments and documents evidencing, securing, governing, guaranteeing and/or pertaining to the Indebtedness.
	(e)		The term “ Obligated Party ” shall mean any party other than the Pledgors who secures, guarantees and/or is otherwise obligated to pay all or any portion of the Indebtedness.
	(f)		All words and phrases used herein which are expressly defined in Section 1.201 or Chapter 9 of the Code shall have the meaning provided for therein. Other words and phrases defined elsewhere in the Code shall have the meaning specified therein except to the extent such meaning is inconsistent with a definition in Section 1.201 or Chapter 9 of the Code.

     2. Security Interest . As security for the prompt payment and performance of the Indebtedness, each Pledgor, for value received, hereby pledges and grants to Secured Party a continuing security interest in the Collateral.

     3. Representations and Warranties . In addition to any representations and warranties of Debtor set forth in the Loan Documents, which are incorporated herein by this reference, each Pledgor hereby represents and warrants the following to Secured Party:

	(a)		Authority . The execution, delivery and performance of this Agreement and all of the other Loan Documents to which Pledgor is a party have been duly authorized by all necessary action of Pledgor.
	(b)		Accuracy of Information . The exact legal name of Pledgor is correctly shown on the first page hereof.
	(c)		Enforceability . This Agreement and the other Loan Documents to which Pledgor is a party constitute legal, valid and binding obligations of Pledgor, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and except to the extent specific remedies may generally be limited by equitable principles.
	(d)		Ownership and Liens . Pledgor has good and defensible title to the Collateral free and clear of all liens, security interests, encumbrances or adverse claims, except for the security interest created by this Agreement and except as otherwise disclosed in writing to Secured Party prior to the date of this Agreement. No dispute, right of setoff, counterclaim or defense exists that, if decided adversely to Pledgor, would adversely affect

			Pledgor’s title to all or any part of the Collateral. Except as disclosed in writing to Secured Party, Pledgor has not executed any other security agreement currently affecting the Collateral and no effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office except as may have been executed or filed in favor of Secured Party.
	(e)		No Conflicts or Consents . Neither the ownership or intended use of the Collateral by Pledgor, the grant of the security interest by Pledgor to Secured Party herein nor the exercise by Secured Party of its rights or remedies hereunder, will (i) conflict with any provision of (A) any federal, state or local law, statute, rule or regulation, (B) the organizational documents of Pledgor, or (C) any material agreement, judgment, license, order or permit applicable to or binding upon Pledgor, or (ii) result in or require the creation of any lien, charge or encumbrance upon any of the Collateral except as may be expressly contemplated in the Loan Documents. Except as expressly contemplated in the Loan Documents, no consent, approval, authorization or order of, and no notice to or filing with, any court, governmental authority or third party is required in connection with the grant by Pledgor of the security interest herein or the exercise by Secured Party of its rights and remedies hereunder.
	(f)		Security Interest . This Agreement creates a legal, valid and binding security interest in favor of Secured Party in the Collateral securing the Indebtedness, such security interest will be properly perfected under the Code upon the filing of appropriate financing statements and will be a first priority security interest in the Collateral.
	(g)		Location/Identity . Pledgor’s principal place of business and chief executive office (as those terms are used in the Code), is located at the address set forth on the first page hereof. Except as specified elsewhere herein, all Collateral and records concerning the Collateral shall be kept at such address. Pledgor’s organizational structure and state of organization (the “ Organizational Information ”) are as set forth on the first page hereof. Except as specified herein, the Organizational Information shall not change.

     4. Affirmative Covenants . In addition to all covenants and agreements of Debtor set forth in the Loan Documents, which are incorporated herein by this reference, each Pledgor will comply with the covenants contained in this Section 4 at all times during the period of time this Agreement is effective unless Secured Party shall otherwise consent in writing.

(a)

Ownership and Liens . Pledgor will maintain good and defensible title to all Collateral free and clear of all liens, security interests, encumbrances or adverse claims, except for the security interest created by this Agreement and the security interests and other encumbrances expressly permitted herein or by the other Loan Documents.

	(b)		Further Assurances . Pledgor will from time to time, at its expense and at Secured Party’s request, promptly execute and deliver all further instruments and documents and take all further action reasonably necessary or appropriate in order (i) to perfect and protect the security interest created or purported to be created hereby and the priority of such security interest contemplated hereby, (ii) to enable Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Collateral, and (iii) to otherwise effect the purposes of this Agreement, including without limitation: (A) executing (if requested) and filing such financing or continuation statements, or amendments thereto; and (B) furnishing to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral, all in reasonable detail satisfactory to Secured Party.
	(c)		Payment of Taxes. Pledgor will timely pay all property and other taxes, assessments and governmental charges or levies imposed upon the Collateral or any part thereof. Pledgor may, however, delay paying or discharging any such taxes, assessments or charges so long as the validity thereof is contested in good faith