REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (the “Agreement”)
      made
      effective as of the 4th
      day of
      March, 2008, (the “Effective
      Date”)
      is
      entered into by and between
      PSM
      Holdings, Inc.,
      a
      Nevada corporation (the “Company”),
      and
      certain persons and entities holding shares of the Common Stock who sign the
      signature page to this Agreement in one or more counterparts (individually,
      a
“Shareholder”
and
      collectively the“Shareholders”).

     

    WHEREAS,
      the Company has agreed to provide certain registration rights to its holders
      of
      restricted shares of its common stock; and

     

    WHEREAS,
      the Board of Directors of the Company has determined that it is in the best
      interests of the Company that it file a registration statement to provide its
      shareholders with the ability to rely on Rule 144 for the future resale of
      their
      shares.

     

    NOW,
      THEREFORE, in consideration of the covenants and agreements set forth herein
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby mutually acknowledged, the parties hereto covenant and agree as
      follows:

     

    Section
      1. Certain
      Definitions.
      As used
      in this Agreement, the following terms shall have the following respective
      meanings:

     

    “Affiliate”
means
      with respect to any Shareholder, any partner or member of such Shareholder,
      or
      any Person that directly or indirectly controls or is controlled by or is under
      common control with, such Shareholder.

     

    “Blue
      Sky Application”
has
      the
      meaning ascribed to such term in Section 5(a) hereof.

     

    “Commission”
means
      the Securities and Exchange Commission or any other federal agency at the time
      administering the Securities Act and the Exchange Act.

     

    “Common
      Stock”
means
      the Common Stock of the Company and any other securities into which or for
      which
      any of the Common Stock may be converted or exchanged pursuant to a stock split,
      stock dividend, plan of recapitalization, reorganization, merger, consolidation,
      sale of assets or other similar transaction.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, or any similar or successor federal
      statute, and the rules and regulations of the Commission thereunder, all as
      the
      same shall be in effect from time to time.

     

    “Person”
means
      an individual, corporation, limited liability company, partnership, joint
      venture, trust, or unincorporated organization, or a government or any agency
      or
      political subdivision thereof.

     

    “Registrable
      Shares”
means
      the Common Stock issued and now held by Shareholders and designated on the
      signature page of this Agreement.

     

    “Registration
      Expenses”
has
      the
      meaning ascribed to such term in Section 7 hereof.

     

    “Rule
      144”
means
      Rule 144 promulgated under the Securities Act or any similar or successor
      rule.

     


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    “Securities
      Act”
means
      the Securities Act of 1933, or any similar or successor federal statute, and
      the
      rules and regulations of the Commission thereunder, all as the same shall be
      in
      effect from time to time.

     

    “Selling
      Expenses”
has
      the
      meaning ascribed to such term in Section 7 hereof.

     

    Section
      2. Registration.

     

    (a) The
      Company hereby agrees to use its best efforts to register the Registrable Shares
      by means of a registration statement filed by the Company with the Commission
      on
      or before March 31, 2008, or as soon thereafter as practicable. 

     

    (b) The
      right
      of any holder of Registrable Shares to registration pursuant to this Section
      2
      shall be conditioned upon such holder’s cooperation with the Company in
      providing the information reasonably requested for inclusion in the registration
      statement or otherwise by the Company.

     

    (c) Notwithstanding
      the foregoing provisions, the Company may withdraw any registration statement
      referred to in this Section 2 without thereby incurring any liability to the
      holders of Registrable Shares. 

     

    Section
      3. Market
      Volume Limitations.
      In
      addition to any other restrictions set forth herein, each holder of Registrable
      Shares agrees, for a period of one year from the date of filing of the
      registration statement which includes the Registrable Shares, not to publicly
      sell during any five-day trading period any of the Registrable Shares which
      are
      in excess of 10% of the average daily volume of the Common Stock as reported
      by
      the principal quotation service for the Company’s Common Stock for the five
      trading days preceding such sales. Notwithstanding this volume limitation,
      the
      Company may increase or decrease, but not below 10%, the amount of shares which
      may be sold by each holder of Registrable Shares. The Company may impose
      stop-transfer instructions with respect to the shares subject to the foregoing
      restrictions until the end of the one-year period provided in this Section
      3.

     

    Section
      4. Expiration
      of Obligations.
      The
      obligations of the Company to register Registrable Shares pursuant to Section
      2
      of this Agreement shall expire on the date which is one year from the date
      of
      filing the registration statement which includes the Registrable
      Shares.

     

    Section
      5. Indemnification;
      Procedures; Contribution.

     

    (a) The
      Company will, to the extent permitted by law, indemnify and hold harmless each
      holder of the Registrable Shares (including their officers, directors,
      Affiliates and partners) so registered (including any broker or dealer through
      whom such shares may be sold) and each Person, if any, who controls such holder
      or any such underwriter within the meaning of Section 15 of the Securities
      Act
      from and against any and all losses, claims, damages, expenses or liabilities,
      joint or several, to which they or any of them become subject under the
      Securities Act or under any other statute or at common law or otherwise, and,
      except as hereinafter provided, will reimburse each such holder and each such
      controlling Person, if any, for any legal or other expenses reasonably incurred
      by them or any of them in connection with investigating or defending any actions
      whether or not resulting in any liability, insofar as such losses, claims,
      damages, expenses, liabilities or actions arise out of or are based upon (i)
      any
      untrue statement or alleged untrue statement of any material fact contained
      in
      the registration statement, any filing with any state or federal securities
      commission or agency or any prospectus, offering circular or other document
      created or approved by the Company incident to such registration (including
      any
      related notification, registration statement under which such Registrable Shares
      were registered under the Securities Act pursuant to Section 2 of this
      Agreement, any preliminary prospectus or final prospectus contained therein,
      or
      any amendment or supplement thereof), (ii) any Blue Sky Application or
      other

     


    
      
         

      

      
        -
          2 -

        
          

        

      

      
         

      

    


    document
      executed by the Company specifically for that purpose or based upon written
      information furnished by the Company filed in any state or other jurisdiction
      in
      order to qualify any or all of the Registrable Shares under the securities
      laws
      thereof (any such application, document or information herein called a
“Blue
      Sky Application”),
      (iii) any omission or alleged omission to state in any such registration
      statement, prospectus, amendment or supplement or in any Blue Sky Application
      executed or filed by the Company, a material fact required to be stated therein
      or necessary to make the statements therein not misleading, (iv) any material
      violation by the Company or its agents of the Securities Act or any rule or
      regulation promulgated under the Securities Act applicable to the Company or
      its
      agents and relating to action or inaction required of the Company in connection
      with such registration, or (v) any failure to register or qualify the
      Registrable Shares in any state where the Company or its agents has
      affirmatively undertaken or agreed in writing that the Company will undertake
      such registration or qualification (provided that in such instance the Company
      shall not be so liable if it has used its best efforts to so register or qualify
      the Registrable Shares) and will reimburse each such holder, and such officer,
      director and partner, each such underwriter and each such controlling Person
      for
      any legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or action,
      promptly after being so incurred, provided, however, that the Company will
      not
      be liable in any such case (i) if and to the extent that any such loss, claim,
      damage or liability arises out of or is based upon an untrue statement or
      alleged untrue statement or omission or alleged omission so made in conformity
      with written information furnished by any holder or any controlling Person
      in
      writing specifically for use in such registration statement or prospectus,
      or
      (ii) in the case of a sale directly by such holder of Registrable Shares
      (including a sale of such Registrable Shares through any underwriter retained
      by
      such holder of Registrable Shares to engage in a distribution solely on behalf
      of such holder of Registrable Shares), such untrue statement or alleged untrue
      statement or omission or alleged omission was contained in a preliminary
      prospectus and corrected in a final or amended prospectus, and such holder
      of
      Registrable Shares failed to deliver a copy of the final or amended prospectus
      at or prior to the confirmation of the sale of Registrable Shares to the Person
      asserting any such loss, claim, damage or liability in any case where such
      delivery is required by the Securities Act or any state securities
      laws.

     

    (b) Each
      seller of such Registrable Shares thereunder, severally and not jointly, will
      indemnify and hold harmless the Company, each Person, if any, who controls
      the
      Company within the meaning of the Securities Act, each officer of the Company
      who signs the registration statement, each director of the Company, and each
      other seller of Registrable Shares, against all losses, claims, damages or
      liabilities, joint or several, to which the Company or such officer, director,
      other seller, or controlling Person may become subject under the Securities
      Act
      or otherwise, solely insofar as such losses, claims, damages or liabilities
      (or
      actions in respect thereof) arise out of or are based upon any untrue statement
      or alleged untrue statement of any material fact contained in any prospectus
      offering circular or other document incident to such registration (including
      any
      related notification, registration statement under which such Registrable Shares
      were registered under the Securities Act pursuant to Section 2, any preliminary
      prospectus or final prospectus contained therein, or any amendment or supplement
      thereof), or any Blue Sky Application or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading,
      and
      will reimburse the Company and each such officer, director, other seller, and
      controlling Person for any legal or other expenses reasonably incurred by them
      in connection with investigating or defending any such loss, claim, damage,
      liability or action, promptly after being so incurred; provided, however, that
      such seller will be liable hereunder in any such case if and only to the extent
      that any such loss, claim, damage or liability arises out of or is based upon
      an
      untrue statement or alleged untrue statement or omission or alleged omission
      made in reliance upon and in conformity with information pertaining to such
      seller, as such, furnished in writing to the Company by such seller specifically
      for use in such registration statement or prospectus; and provided, further,
      that the liability of each seller hereunder shall be limited to the proportion
      of any such loss, claim, damage, liability or expense which is equal to the
      proportion that the public offering price of all securities sold by such seller
      under such registration statement bears to the total public offering price
      of
      all securities sold thereunder, but not in

     


    
      
         

      

      
        -
          3 -

        
          

        

      

      
         

      

    


    any
      event
      to exceed the net proceeds received by such seller from the sale of Registrable
      Shares covered by such registration statement.

     

    (c) Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party shall, if a claim in respect thereof is
      to be
      made against the indemnifying party hereunder, notify the indemnifying party
      in
      writing thereof, but the omission so to notify the indemnifying party shall
      not
      relieve it from any liability which it may have to such indemnified party other
      than under this Section 5 and shall only relieve it from any liability which
      it
      may have to such indemnified party under this Section 5 if and to the extent
      the
      indemnifying party is prejudiced by such omission. In case any such action
      shall
      be brought against any indemnified party and it shall notify the indemnifying
      party of the commencement thereof, the indemnifying party shall be entitled
      to
      participate in and, to the extent it shall wish, to assume and undertake the
      defense thereof with counsel satisfactory to such indemnified party, and, after
      notice from the indemnifying party to such indemnified party of its election
      so
      to assume and undertake the defense thereof, the indemnifying party shall not
      be
      liable to such indemnified party under this Section 5 for any legal expenses
      subsequently incurred by such indemnified party in connection with the defense
      thereof other than reasonable costs of investigation and of liaison with counsel
      so selected; provided, however, that, if the defendants in any such action
      include both the indemnified party and the indemnifying party and the
      indemnified party shall have reasonably concluded that there may be reasonable
      defenses available to it which are different from or additional to those
      available to the indemnifying party or that the interests of the indemnified
      party reasonably may be deemed to conflict with the interests of the
      indemnifying party, the indemnified party shall have the right to select one
      separate counsel and to assume such legal defenses and otherwise to participate
      in the defense of such action, with the expenses and fees of such separate
      counsel and other expenses related to such participation to be reimbursed by
      the
      indemnifying party as incurred. No indemnifying party, in the defense of any
      such claim or action, shall, except with the consent of each indemnified party,
      which consent shall not be unreasonably withheld or delayed, consent to entry
      of
      any judgment or enter into any settlement which does not include as an
      unconditional term thereof the giving by the claimant or plaintiff to such
      indemnified party of a release from all liability in respect to such claim
      or
      action, and the indemnification agreements contained in Sections 5(a) and 5(b)
      shall not apply to any settlement entered into in violation of this sentence.
      Each indemnified party shall furnish such information regarding itself or the
      claim in question as an indemnifying party may reasonably request in writing
      and
      as shall be reasonably required in connection with defense of such claim and
      litigation resulting therefrom.

     

    (d) In
      order
      to provide for just and equitable contribution to joint liability under the
      Securities Act in any case in which either (i) any holder of Registrable Shares
      exercising rights under this Agreement, or any controlling Person of any such
      holder, makes a claim for indemnification pursuant to this Section 5 but it
      is
      judicially determined (by the entry of a final judgment or decree by a court
      of
      competent jurisdiction and the expiration of time to appeal or the denial of
      the
      last right of appeal) that such indemnification may not be enforced in such
      case
      notwithstanding the fact that this Section 5 provides for indemnification in
      such case, or (ii) contribution under the Securities Act may be required on
      the
      part of any such selling holder or any such controlling Person in circumstances
      for which indemnification is provided under this Section 5, then, and in each
      such case, the Company and such holder will contribute to the aggregate losses,
      claims, damages or liabilities to which they may be subject (after contribution
      from others) in such proportion so that such holder is responsible for the
      portion represented by the percentage that the public offering price of its
      Registrable Shares offered by the registration statement bears to the public
      offering price of all securities offered by such registration statement, and
      the
      Company is responsible for the remaining portion, provided, however, that,
      in
      any such case, (A) no such holder of Registrable Shares will be required to
      contribute any amount in excess of the proceeds received from the sale of all
      such Registrable Shares offered by it pursuant to such registration statement
      and (B) no Person guilty of fraudulent misrepresentation (within the meaning
      of
      Section 11(f)

     


    
      
         

      

      
        -
          4 -

        
          

        

      

      
         

      

    


    of
      the
      Securities Act) will be entitled to contribution from any Person who was not
      guilty of such fraudulent misrepresentation.

     

    (e) The
      indemnities and obligations provided in this Section 5 shall survive the
      completion of any offering of Registrable Shares and the transfer of any
      Registrable Shares by such holder.

     

    Section
      6. Registration
      Procedures.

     

    (a) The
      Company will, as expeditiously as possible:

     

    (i) Prepare
      and file with the Commission a registration statement with respect to such
      securities including executing an undertaking to file post-effective amendments
      and use its best efforts to cause such registration statement to become and
      remain effective for the period of the distribution contemplated
      thereby;

     

    (ii) Prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective for the period specified
      herein and comply with the provisions of the Securities Act with respect to
      the
      disposition of all Registrable Shares covered by such registration statement
      in
      accordance with the sellers’ intended method of disposition set forth in such
      registration statement for such period;

     

    (iii) Furnish
      to each seller of Registrable Shares and to each underwriter such number of
      copies of the registration statement and each such amendment and supplement
      thereto (in each case including all exhibits) and the prospectus included
      therein (including each preliminary prospectus) as such Persons reasonably
      may
      request in order to facilitate the public sale or other disposition of the
      Registrable Shares covered by such registration statement;

     

    (iv) Use
      its
      best efforts to register or qualify the Registrable Shares covered by such
      registration statement under the securities or “blue sky” laws of such
      jurisdictions as the sellers of Registrable Shares or, in the case of an
      underwritten public offering, the managing underwriter reasonably shall request,
      provided that the Company shall not for any such purpose be required to qualify
      generally to transact business as a foreign corporation in any jurisdiction
      where it is not so qualified or to consent to general service of process in
      any
      such jurisdiction, unless the Company is already subject to service in such
      jurisdiction;

     

    (v) Use
      its
      best efforts to comply with all applicable rules and regulations under the
      Securities Act and Exchange Act;

     

    (vi)
      Immediately notify each seller of Registrable Shares and each underwriter under
      such registration statement, at any time when a prospectus relating thereto
      is
      required to be delivered under the Securities Act, of the happening of any
      event
      of which the Company has knowledge as a result of which the prospectus contained
      in such registration statement, as then in effect, includes an untrue statement
      of a material fact or omits to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading in light
      of
      the circumstances then existing, and promptly prepare and furnish to such seller
      a reasonable number of copies of a prospectus supplemented or amended so that,
      as thereafter delivered to the purchasers of such Registrable Shares, such
      prospectus shall not include an untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading in light of the circumstances then
      existing;

     


    
      
         

      

      
        -
          5 -

        
          

        

      

      
         

      

    


    (vii) Upon
      reasonable notice and at reasonable times during normal business hours, make
      available for inspection by any underwriter participating in any distribution
      pursuant to such registration statement, and any attorney, accountant or other
      agent retained by such underwriter, reasonable access to all financial and
      other
      records, pertinent corporate documents and properties of the Company, as such
      parties may reasonably request, and cause the Company’s officers, directors and
      employees to supply all information reasonably requested by any such
      underwriter, attorney, accountant or agent in connection with such registration
      statement;

     

    (viii) Cooperate
      with the selling holders of Registrable Shares to facilitate the timely
      preparation and delivery of certificates representing Registrable Shares to
      be
      sold, such certificates to be in such denominations and registered in such
      names
      as such holders may request at least two business days prior to any sale of
      Registrable Shares; and

     

    (ix) Permit
      any holder of Registrable Shares which holder, in the sole and exclusive
      judgment, exercised in good faith, of such holder, might be deemed to be a
      controlling Person of the Company, to participate in good faith in the
      preparation of such registration or comparable statement and to require the
      insertion therein of material, furnished to the Company in writing, which in
      the
      reasonable judgment of such holder and its counsel should be
      included.

     

    (b) For
      purposes of this Agreement, the period of distribution of Registrable Shares
      in
      any other registration shall be deemed to extend until the earlier of the sale
      of all Registrable Shares covered thereby or one year after the initial filing
      of the registration statement was filed.

     

    (c) Whenever
      under the preceding Sections of this Agreement the holders of Registrable Shares
      are registering such shares pursuant to any registration statement, each such
      holder agrees to (i) timely provide in writing to the Company, at its request,
      such information and materials as the Company may reasonably request in order
      to
      effect the registration of such Registrable Shares in compliance with federal
      and applicable state securities laws, and (ii) provide the Company with
      appropriate representations with respect to the accuracy of such information
      provided by such Sellers pursuant to subsection (i).

     

    Section
      7. Expenses.
      In the
      case of the registration statement under Section 2 of this Agreement, the
      Company shall bear all costs and expenses of each such registration, including,
      but not limited to, all registration and filing fees, printing expenses, fees
      and disbursements of counsel and independent public accountants for the Company,
      fees and expenses (including counsel fees) incurred in connection with complying
      with state securities or “blue sky” laws, fees of the Financial Industry
      Regulatory Authority (as any successor thereto), transfer taxes, and fees of
      transfer agents and registrars (collectively, “Registration
      Expenses”).
      The
      Company shall have no obligation to pay or otherwise bear any portion of the
      underwriters’ commissions or discounts attributable to the Registrable Shares
      (“Selling
      Expenses”).
      All
      Selling Expenses in connection with the registration statement under Section
      2
      of this Agreement shall be borne by the participating sellers (including the
      Company, where applicable) in proportion to the number of shares registered
      by
      each, or by such participating sellers other than the Company (to the extent
      the
      Company shall be a seller) as they may agree.

     

    Section
      8. Conditions
      to Registration Obligations.
      The
      Company shall not be obligated to effect the registration of Registrable Shares
      pursuant to Section 2 of this Agreement unless all holders of shares being
      registered consent to reasonable conditions imposed by the Company as the
      Company shall determine with the advice of counsel to be required by law
      including, without limitation:

     

    (a) Conditions
      prohibiting the sale of shares by such holders until the registration shall
      have
      been effective for a specified period of time;

     


    
      
         

      

      
        -
          6 -

        
          

        

      

      
         

      

    


    (b) Conditions
      requiring such holder to comply with all prospectus delivery requirements of
      the
      Securities Act and with all anti-stabilization, anti-manipulation and similar
      provisions of Section 10 of the Exchange Act and any rules issued thereunder
      by
      the Commission, and to furnish to the Company information about sales made
      in
      such public offering;

     

    (c) Conditions
      prohibiting such holders upon receipt of telegraphic or written notice from
      the
      Company (until further notice) from effecting sales of shares, such notice
      being
      given to permit the Company to correct or update a registration statement or
      prospectus; and

     

    (d) Conditions
      requiring that at the end of the period during which the Company is obligated
      to
      keep the registration statement effective, the holders of shares included in
      the
      registration statement shall discontinue sales of shares pursuant to such
      registration statement upon receipt of notice from the Company of its intention
      to remove from registration the shares covered by such registration statement
      that remain unsold, and requiring such holders to notify the Company of the
      number of shares registered that remain unsold immediately upon receipt of
      notice from the Company.

     

    Section
      9. Miscellaneous.

     

    (a) No
      failure or delay on the part of any party to this Agreement in exercising any
      right, power or remedy hereunder shall operate as a waiver thereof; nor shall
      any single or partial exercise of any such right, power or remedy preclude
      any
      other or further exercise thereof or the exercise of any other right, power
      or
      remedy hereunder. The remedies herein provided are cumulative and not exclusive
      of any remedies provided by law.

     

    (b) Except
      as
      hereinafter provided, amendments or additions to this Agreement may be made,
      termination of this Agreement, and compliance with any covenant or provision
      set
      forth herein may be omitted or waived, only with the written consent of the
      Company and the holder or holders of at least a majority in interest of the
      Registrable Shares; provided, however, that any modification or amendment that
      affects any such holder in a manner different from the effect on the other
      holders of Registrable Shares shall require the affirmative approval of such
      holder. Any waiver or consent may be given subject to satisfaction of conditions
      stated therein and any waiver or consent shall be effective only in the specific
      instance and for the specific purpose for which given. Notwithstanding the
      foregoing, this Agreement may be amended to add new parties and/or Registrable
      Shares the Company consents thereto and any new party executes and delivers
      to
      the Company a copy of the signature page hereto.

     

    (c) All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be addressed to the receiving party’s address set forth below or
      to such other address as a party may designate by notice hereunder, and shall
      be
      either (i) delivered by hand, (ii) made by telecopy or facsimile transmission,
      (iii) sent by overnight courier, or (iv) sent by registered or certified
      mail, return receipt requested, postage prepaid:

     

    If
      to the
      Company to:

    PSM
      Holdings, Inc.

    Main
      Street

    Roswell,
      NM 88201

    Attn:
      Jeffrey R. Smith, President

    Fax
      No:
      (505) 622-5233

     

    With
      a
      copy to:

    Ronald
      N.
      Vance

    Attorney
      at law

    1656
      Reunion Avenue

    Suite
      250

    South
      Jordan, UT 84095

    Fax
      No:
      (801) 446-8802

     

     

    
      
         

      

      
        -
          7 -

        
          

        

      

      
         

      

    

     

    If
      to any
      Shareholder to:

    The
      address of such Shareholder as set forth in the records of the
      Company

     

    All
      notices, requests, consents and other communications hereunder shall be deemed
      to have been given either (i) if by hand, at the time of the delivery thereof
      to
      the receiving party at the address of such party set forth above, (ii) if made
      by telecopy or facsimile transmission, at the time that receipt thereof has
      been
      acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight
      courier, on the next business day following the day such notice is delivered
      to
      the courier service, or (iv) if sent by registered or certified mail, on the
      fifth business day following the day such mailing is made.

     

    (d) This
      Agreement constitutes the entire agreement between the parties and supersede
      any
      prior understandings or agreements concerning the subject matter
      hereof.

     

    (e) In
      the
      event that any court of competent jurisdiction shall determine that any
      provision, or any portion thereof, contained in this Agreement shall be
      unenforceable in any respect, then such provision shall be deemed limited to
      the
      extent that such court deems it enforceable, and as so limited shall remain
      in
      full force and effect. In the event that such court shall deem any such
      provision, or portion thereof, wholly unenforceable, the remaining provisions
      of
      this Agreement shall nevertheless remain in full force and effect.

     

    (f) The
      parties hereto acknowledge and agree that (i) each party and its counsel,
      if so represented, reviewed and negotiated the terms and provisions of this
      Agreement and have contributed to its revision and (ii) the rule of
      construction to the effect that any ambiguities are resolved against the
      drafting party shall not be employed in the interpretation of this
      Agreement.

     

    (g) All
      statements, representations, warranties, covenants and agreements in this
      Agreement shall be binding on the parties hereto and shall inure to the benefit
      of the respective successors and permitted assigns of each party
      hereto.

     

    (h) This
      Agreement and the rights and obligations of the parties hereunder shall be
      construed in accordance with and governed by the law of the State of New Mexico
      without giving effect to the conflict of law principles thereof.

     

    (i) Any
      legal
      action or proceeding with respect to this Agreement may be brought in the courts
      of the State of New Mexico or of the United States of America for the District
      of New Mexico. By execution and delivery of this Agreement, each of the parties
      hereto accepts for itself and in respect of its property, generally and
      unconditionally, the jurisdiction of the aforesaid courts. Each of the parties
      hereto irrevocably consents to the service of process of any of the
      aforementioned courts in any such action or proceeding by the mailing of copies
      thereof by certified mail, postage prepaid, to the party at its address set
      forth in Section 9(c) hereof.

     

    (j) In
      the
      event of any change in the Common Stock or other securities covered hereunder,
      by way of a stock split, stock dividend, combination or redemption, or through
      merger, consolidation, reorganization or otherwise, appropriate adjustment
      shall
      be made in the provisions hereof, including, without limitation, an equitable
      adjustment of all numbers of outstanding shares herein.

     

    (k) No
      failure or delay by a party hereto in exercising any right, power or remedy
      under this Agreement, and no course of dealing among the parties hereto, shall
      operate as a waiver of any such right, power or remedy of the party. No single
      or partial exercise of any right, power or remedy

     


    
      
         

      

      
        -
          8 -

        
          

        

      

      
         

      

    


    under
      this Agreement by a party hereto, nor any abandonment or discontinuance of
      steps
      to enforce any such right, power or remedy, shall preclude such party from
      any
      other or further exercise thereof or the exercise of any other right, power
      or
      remedy hereunder. The election of any remedy by a party hereto shall not
      constitute a waiver of the right of such party to pursue other available
      remedies. No notice to or demand on a party not expressly required under this
      Agreement shall entitle the party receiving such notice or demand to any other
      or further notice or demand in similar or other circumstances or constitute
      a
      waiver of the rights of the party giving such notice or demand to any other
      or
      further action in any circumstances without such notice or demand.

     

    (l) The
      headings and captions of the various subdivisions of this Agreement are for
      convenience of reference only and shall in no way modify or affect the meaning
      or construction of any of the terms or provisions hereof.

     

    (m) This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument, and any of the parties
      hereto may execute this Agreement by signing any such counterparts.

     

     

    [Signatures
      contained on the following page]

     


    
      
         

      

      
        -
          9 -

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Company has executed this Agreement as of the Effective Date and the undersigned
      Shareholder has executed or caused this Agreement to be executed by its duly
      authorized representative as of the date set forth below.

     

    
      	 	 	 
	 	 	
              PSM
                Holdings, Inc.

               

              By: 
                ________________________________________

              Name:

              Title:

            
	 	 	 
	
              If
                the undersigned is an individual, complete the following:

               

            
	
              Date:
                _________________, 2008

            	 	
              ____________________________________________

              Signature

               

              Print
                Name:

            
	 	 	 
	
              If
                the undersigned is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY
                COMPANY,
                TRUST, or other entity, complete the following:

               

              NOTE:
                By signing below, the individual executing this Agreement on behalf
                of the
                undersigned entity represents and warrants to the Company that (i)
                the
                entity is duly authorized to enter into this Agreement; (ii) he or
                she is
                duly authorized to represent the entity in this transaction; and
                (iii) he
                or she is duly authorized to execute this Agreement on behalf of
                the
                entity.

            
	 
	    

	
              Type
                or print the exact name of the Partnership, Corporation, Limited
                Liability
                Company, Trust, or other entity

            
	 
	  
	 	   

	
              Type
                or print name of the individual signing on behalf of the partnership,
                corporation, limited liability company, trust or other
                entity

            	 	
              Signature
                of the individual signing on behalf of the partnership, corporation,
                limited liability company, trust or other entity

            
	
               

              Date:
                ____________________, 2008

            	 	 
	
               

               

              Registrable
                Shares:    Aggregated
                Number of Shares:
                _____________________________________________________________

              Certificate
                Number(s): 
                ____________________________________________________________________

            
	 
	 


    

    
      -
        10
        -