[Material
      marked with an asterisk has been omitted from this document pursuant to a
      request for confidential treatment and has been filed separately with the
      Securities and Exchange Commission.]

    


    LICENSE
      AGREEMENT

    


    This
      License Agreement (“Agreement”)
      is made
      this 14th day of April, 2006 (“Effective Date”) at Dallas, Texas, between
      PrimeSource Mortgage, Inc., a Texas corporation, whose principal place of
      business is located at 1112 N. Main St. Roswell, New Mexico and PSM Holdings,
      Inc. (collectively “PrimeSource”)
      and
      Nationwide By Owner, Inc., a Texas corporation (“NWBO”),
      whose
      principal place of business is located at 3230 Camp Bowie, Suite A, Fort Worth,
      Texas 76107 (collectively the “Parties”).

    


    WHEREAS,
      PrimeSource
      is engaged in the business of loan origination and brokering real estate
      mortgage loans to Lenders;

    


    WHEREAS,
      NWBO
      is
      engaged in the business of marketing real property for sale by owners;


    


    WHEREAS,
      NWBO,
      in
      the course of its business, generates a proprietary system that produces a
      Sales
      Leads Database (as defined below) that contains a homebuyer/home seller
      proprietary database of persons seeking financing on the purchase or refinance
      of real property; 

    


    WHEREAS,
      PrimeSource desires to have exclusive use of and access to the Sales Lead
      Database and is willing to compensate NWBO for its exclusive use of such Sales
      Leads Database in the origination of mortgage applications for submission to
      PrimeSource and/or Lenders according to the terms of this
      Agreement;

    


    WHEREAS,
      PrimeSource
      plans to establish a national processing center for the collection, organization
      and tracking of the Sales Leads Database for the origination of loans resulting
      from such Sales Leads Database;

    


    WHEREAS,
      NWBO desires
      to grant PrimeSource an exclusive license in and to the Sales Lead Database,
      according to the terms of this Agreement;

    


    WHEREAS,
      the
      Parties wish to define the parameters of their relationship regarding the
      exclusive license of such Sales Leads Database through this Agreement;


    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises contained in this Agreement, and other
      good
      and valuable consideration, the receipt of which is hereby acknowledged, the
      Parties agree as follows:

    


    ARTICLE
      I—TERM 

    


    
      	
              1.01

            	
              Term.
                This Agreement shall be in force beginning on the Effective Date
                and shall
                continue thereafter for a term of five (5) years from the Effective
                Date
                (“Initial Term”). This Agreement shall automatically renew for three (3)
                successive three (3) year terms (hereinafter referred to as the
                “1st”,
                “2nd”
                or “3rd”
                “Automatic Renewal Term”, respectively), and thereafter, shall
                automatically renew for successive one (1) year terms (each, a “Subsequent
                Renewal Term”), unless either party gives the other party written notice
                of its intent not to renew this Agreement at least ninety (90) days
                prior
                to the expiration of the 3rd
                Automatic Renewal Term or any Subsequent Renewal
                Term.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              1.02

            	
              Termination
                Rights.

            


    

    


    1.02.1 Termination
      Upon Breach. In
      the
      event that either party to this Agreement shall fail, or refuse to fulfill
      or
      perform, any material condition, covenant or obligation of this Agreement,
      such
      party shall be deemed to have breached this Agreement, and said breach shall
      entitle the other party to terminate this Agreement by giving written notice
      thereof to the party in breach. If the party in breach does not rectify the
      default within one hundred twenty (120) days, the party providing such
      notification of breach may, at such party’s sole discretion, terminate this
      Agreement upon the expiration of said one hundred twenty (120) day period by
      providing written notice to the other party within five (5) days after
      termination of the one hundred twenty (120) day period.

    


    1.02.2 Termination
      Upon Change of Control. If
      a
      party to this Agreement experiences a Change of Control (the “Change of Control
      Party”), the other party shall have the right to terminate this Agreement by
      giving written notice to the Change of Control Party upon the occurrence of
      such
      Change of Control. For purposes of this Agreement, a Change of Control shall
      be
      deemed to have occurred if (i) a majority of the voting capital stock in the
      Change of Control Party is acquired by a third party or third parties other
      than
      the persons holding shares of the Change of Control Party’s voting capital stock
      on the date hereof, (ii) the Change of Control Party enters into a merger,
      consolidation or other business combination with another person in which the
      Change of Control Party is not the surviving person, or (iii) more than fifty
      percent (50%) of the assets of the Change of Control Party are sold or
      transferred. 

    


    
      	
              1.03

            	
              Return
                of Sales Lead Database.
                In the event of the termination of this Agreement, unless otherwise
                agreed
                by NWBO and PrimeSource, upon NWBO’s written request, PrimeSource shall
                promptly return to NWBO at PrimeSource’s expense the Sales Lead Database
                and its contents, together with any and all copies of all media,
                documents, software, source code, materials and other Intellectual
                Property Rights (as defined below) of NWBO associated with the Sales
                Lead
                Database. It is acknowledged by NWBO that the obligation to return
                such
                Sales Leads Database under this Section 1.03 is limited to the database
                as
                it exists when this Agreement is terminated and does not require
                PrimeSource to generate a list of all leads generated more than a
                year
                prior to the date of termination. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      II—DEFINITIONS

    


    
      	
              2.01

            	
              Definitions.
                In
                this Agreement, the following definitions
                apply:

            


    

    


    2.01.1 “Sales
      Leads Database”
      shall
      mean the proprietary database, list or collection of potential homebuyers
      compiled, accumulated, collected, assembled or gathered by NWBO through its
      marketing of real property for sale by owners including, without limitation,
      leads generated via NWBO’s website, NWBO’s call capture system (which generates
      an email to the seller, NWBO and, upon execution of this Agreement, PrimeSource
      every time a prospective buyer calls in to get information on the advertised
      property) and NWBO’s brilliant yellow signs. Sales Leads Database, as defined in
      this Section 2.01.1, does not include loan originations or leads generated
      by
      NWBO associates, through personal referrals, who are located in markets where
      NWBO serves customers. Further, Sales Leads Database does not include any leads
      generated by PrimeSource, any affiliate or network branch office of PrimeSource,
      or any other source not attributable to NWBO, all such leads being the sole
      property of PrimeSource.

    


    2.01.2 “Annual
      Net Profit”
shall
      mean gross profit attributable to and arising from the Sales Leads Database
      tracked through the National Processing Center less all expenses directly
      related to the National Processing Center., all such records being maintained
      in
      accordance with generally accepted accounting principles consistently
      applied.

    


    2.01.3 “National
      Share Price”
shall
      mean the greater of the (i) price per share of PSM Holdings, Inc. (“PSMH”) stock
      (symbol PSMH.PK or its successor) on the last day of the fiscal year for the
      year in question, or (ii) average price per share of PSMH stock over the entire
      twelve month period for the fiscal year in question, in each case as determined
      by the over-the-counter trading billboards or national exchanges in which the
      PSMH stock is listed or quoted. 

    


    2.01.4  “Base
      Value of Shares” shall
      mean the
      respective percentage of the Annual Net Profit for a given fiscal year,
      according to the table below:

    


    
      	
              Term

            	 	
              Applicable Percentage Rate

            	 
	
              Initial
                Term

            	 	 	
              15

            	
              %

            
	
              1st
                Automatic Renewal Term

            	 	 	
              20

            	
              %

            
	
              2nd
                Automatic Renewal Term

            	 	 	
              25

            	
              %

            
	
              3rd
                Automatic Renewal Term

            	 	 	
              30

            	
              %

            
	
              All
                Subsequent Renewal Terms

            	 	 	
              30

            	
              %

            


    

     

    2.01.5 “Price
      Per Share”
or
      “PPS”
shall
      mean seventy-five percent (75%) of the National Share Price.

    


    2.01.6 Total
      Bonus Cash”
shall
      have the meaning given in Section 3.06.3.2(b). 

    


    2.01.7 “Total
      Bonus Shares” for
      purposes of this Agreement shall be defined as the total number of shares to
      be
      issued pursuant to Section 3.06.3 for a given fiscal year, which will be
      distributed according to the distribution schedule in Section 3.06.3.2.


    


    2.01.8 “Intellectual
      Property Rights” shall
      mean, collectively, any and all copyrights, whether registered or unregistered,
      mask works, and other copyrightable works; any computer software applications,
      software systems, tools, interfaces, in any form, including object code and
      source code, in any media, and related documentation; and any proprietary
      inventions, discoveries, improvements, know-how, show-how, works-in-progress,
      processes, designs, concepts, technologies, ideas, customer information,
      customer lists, marketing strategies, market research, industrial designs and
      any other trade secrets, and any and all modifications, enhancements, changes
      or
      improvements to the foregoing.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    ARTICLE
      III—OBLIGATIONS

    


    
      
        
          	3.01	
                  Exclusive
                    License to Access and Use Sales Leads Database. NWBO
                    grants, according to the terms of this Agreement and subject
                    to all of
                    NWBO’s Intellectual Property Rights in and to the Sales Lead Database,
                    an
                    exclusive license to PrimeSource in and to the Sales Leads Database
                    for
                    the purpose of developing the National Processing Center to originate
                    and
                    broker real estate mortgage loans. NWBO further agrees to supply,
                    provide
                    access to, make available and deliver to PrimeSource on a continuing
                    basis
                    during any and all terms of this Agreement, the Sales Lead Database.
                    Except as otherwise expressly set forth herein, the license by
                    NWBO to
                    PrimeSource of the Sales Leads Database pursuant to this Agreement
                    is
                    exclusive to PrimeSource, but only to the extent PrimeSource
                    utilizes the
                    Sales Lead Database for the purpose of developing the National
                    Processing
                    Center to originate and broker real estate mortgage loans. NWBO
                    agrees
                    that it shall NOT
                    have the right to assign, sublicense, sell or provide the Sales
                    Leads
                    Database to any other third party or third parties that is in
                    the business
                    of loan origination and/or brokering real estate mortgage loans,
                    except to
                    the extent that such assignment, sublicense, sale or provision
                    of the
                    Sales Leads Database to another third party would benefit NWBO
                    and
                    PrimeSource and would otherwise enhance the development of the
                    National
                    Processing Center, in which case NWBO shall obtain PrimeSource’s prior
                    written consent to so assign, sublicense, license, sell or provide
                    the
                    Sales Lead Database to any such third party, such consent not
                    to be
                    unreasonably withheld.

                


        

      

    

    


    
      
        
          	3.02	
                  Representations
                    of NWBO.
                    NWBO represents and warrants that no other person or entity has
                    any
                    rights, title or interest in and to the Sales Leads
                    Database.

                


        

      

    

    


    
      
        
          	3.03	
                  Ownership
                    of Sales Leads Database.
                    PrimeSource acknowledges and agrees that NWBO owns and will continue
                    to
                    own the Sales Leads Database and any and all Intellectual Property
                    Rights
                    with respect thereto during the term of this Agreement and
                    thereafter.

                


        

      

    

    


    
      
        
          	3.04	
                  Limitations.
                    The license and the other rights granted to PrimeSource hereunder
                    shall
                    not be assigned, individually or together as a whole, by PrimeSource
                    without the prior written consent of NWBO, which may be withheld
                    by NWBO
                    in its sole discretion. Accordingly, under no circumstances shall
                    PrimeSource sell, license, sublicense, assign, publish, display,
                    distribute, or otherwise transfer or provide access to a third
                    party the
                    Sales Leads Database, or any copy or source code thereof, in
                    whole or in
                    part, without NWBO’s prior written consent, which may not be unreasonably
                    withheld by NWBO. PrimeSource may sell, license, sublicense,
                    assign,
                    publish, display, distribute, or otherwise transfer or provide
                    access to a
                    wholly-owned subsidiary of PrimeSource, any affiliate or network
                    branch
                    office of PrimeSource the Sales Leads Database, in whole or in
                    part, with
                    NWBO’s prior written consent, which consent may not be unreasonably
                    withheld by NWBO.

                


        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          	3.05	
                  National
                    Processing Center.
                    PrimeSource shall create and implement a National Processing
                    Center or
                    other system for the collection, organization, and tracking of
                    the Sales
                    Leads Database generated by NWBO under this Agreement (“National
                    Processing Center”), for the sole purpose of originating home loans. NWBO
                    shall cause the Sales Leads Database to be delivered and/or transmitted
                    to
                    PrimeSource via the National Processing Center. NWBO acknowledges
                    and
                    agrees that PrimeSource owns and will continue to own the National
                    Processing Center and any and all Intellectual Property Rights
                    with
                    respect thereto during any term of this Agreement and thereafter;
                    provided, that to the extent that the National Processing Center
                    is
                    comprised (in whole or in part) of the Sales Lead Database, the
                    portion of
                    the National Processing Center that is comprised of the Sales
                    Lead
                    Database will be owned by and the property of
                    NWBO.

                


        

      

    

    


    
      
        
          	3.06	
                  Consideration
                    for Exclusive License of Sales Leads Database.
                    As
                    consideration for the exclusive license of the Sales Lead Database
                    and
                    obligations set forth in Section 3.01 and otherwise in this Agreement,
                    PrimeSource will compensate NWBO as
                    follows:

                


        

      

    

    


    
      
        3.06.1
          Stock.
          Following the execution of this Agreement, PrimeSource shall cause PSMH
          to issue
          150,000 shares of PSMH stock , valued at $1.00 per share, according to
          the
          following breakdown:

      

    

    


    50,000
      shares to Bob Duane 

    50,000
      shares to Cary Hise 

    50,000
      shares to NWBO.

    


    The
      Stock
      issued pursuant to Sections 3.06.1 and 3.06.3 are "restricted securities,” as
      defined by the Securities Act of 1933, as amended (the “Securities Act”). With a
      view to making available to the holders of the Stock (each, a “Holder”) the
      benefits of certain SEC rules and regulations, including Rule 144 under the
      Securities Act that may permit the sale of the Stock to the public without
      registration, PrimeSource agrees to cause the issuer of the Stock (the “Issuer”)
      to:

    


    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 or any similar or analogous rule promulgated under the Securities
      Act,
      at all times;

     

    (b) file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act of 1934, as amended (the
      “Exchange Act”); and

    


    (c) so
      long
      as a Holder owns any Stock, furnish to the Holder promptly upon written request,
      or otherwise make available to a Holder (i) a written statement by Issuer as
      to
      the Issuer’s compliance with the reporting requirements of Rule 144 and of the
      Securities Act and the Exchange Act; (ii) a copy of the Issuer’s most recent
      annual or quarterly report; and (iii) such other reports and documents as a
      Holder may reasonably request in availing itself of any SEC rule or regulation
      allowing such Holder to sell any
      of
      the
      Stock without registration.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    [Material
      marked with an asterisk has been omitted from this document pursuant to a
      request for confidential treatment and has been filed separately with the
      Securities and Exchange Commission.]

    


    
      
        3.06.2
          Loan
          Processing Payment. PrimeSource
          shall pay NWBO a Loan Processing Payment of $* for each loan closed and
          processed through the National Processing Center. The Loan Processing Payment
          shall be paid by PrimeSource on or before the 10th
          of each
          month for all loans (as described above) closed by PrimeSource during the
          preceding month. The
          Loan Processing
          Payment shall be accompanied by a monthly report certified by an officer
          of
          PrimeSource setting forth the number of loans processed and closed for
          the
          preceding month. PrimeSource shall also make available at the National
          Processing Center to NWBO, at NWBO’s sole cost and expense, the HUD-1 settlement
          statements and other non-confidential, non-proprietary evidence and support
          to
          verify the number of loans processed and closed for the preceding
          month.

      

    

    


    
      
        3.06.3
          Year-End
          Bonus.
          

      

    

    


    3.06.3.1 Generally.
      In
      addition to the stock issued pursuant to Section 3.06.1 above, PrimeSource
      shall
      provide year-end bonuses, issued in stock or paid in cash, based on the Annual
      Net Profit attributable to the National Processing Center for a given fiscal
      year. NWBO shall elect whether to take the year-end bonus in stock (Total Bonus
      Shares) or cash (Total Bonus Cash) or any combination of the two not exceeding
      the Base Value of Shares. 

    


    3.06.3.2 Calculation
      and Distribution of Year-End Bonus.
      As a
      year-end bonus, PrimeSource shall issue the Total Bonus Shares or the Total
      Bonus Cash according to the distribution schedule below. 

    


    (a) PrimeSource
      will calculate the Total Bonus Shares to be issued as follows: Calculate the
      Base
      Value of Shares
      by
      multiplying the Annual Net Profit by the respective percentage rate according
      to
      the table in Section 2.01.4; Determine the National
      Share Price;
      calculate the Price Per Share (PPS) by multiplying the National Share Price
      for
      the fiscal year in question by * (*%); calculate the Total
      Bonus Shares
      to be
      issued by dividing the Base Value of Shares by the Price Per Share (PPS); The
      Total Bonus Shares will be distributed according to the following distribution
      schedule:

    


    *%
      to Bob
      Duane

    *%
      to
      Cary Hise

    *%
      to
      NWBO

    *%
      to
      NWBO’s employee pool (to be issued by NWBO in its sole discretion)

    


    For
      example,
      should
      the Annual Net Profit for a given year during the Initial Term be $* and the
      National Share Price for the fiscal year in question $*/share, the issuance
      of
      stock would be calculated as follows:

     

    $*
      Base
      Value of Shares
      (*% of
      Annual Net Profit)

    $*
      Price
      Per Share (*% of * National Share Price)

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      [Material
        marked with an asterisk has been omitted from this document pursuant to a
        request for confidential treatment and has been filed separately with the
        Securities and Exchange Commission.]

       

    

    *
      Total
      Bonus Shares
      issued
      pursuant to Section 3.06.3, according to the  following
      distribution schedule:

    


    *
      shares
      to Bob Duane

    *
      shares
      to Cary Hise

    *
      shares
      to NWBO

    *
      shares
      to NWBO’s employee pool (to be issued by NWBO in its sole
      discretion)

     

    (b) PrimeSource
      will calculate the Total Bonus Cash (as herein so called) to be paid as follows:
      Multiply the Annual Net Profit by the respective percentage rate according
      to
      the table in Section 2.01.4. Based on the previous example, the Total Bonus
      Cash
      payment would be equal to $*. 

    


    3.06.3.3
      Time
      of Issuance or Payment. The
      stock
      issued or cash paid under this Section 3.06 shall be issued and paid promptly
      after the determination of Annual Net Profit following the close of the fiscal
      year in question, but in any event within ninety (90) days after the close
      of
      the fiscal year in question.

    


    
      
        
          	3.07	
                  Other
                    Obligations of PrimeSource. PrimeSource
                    shall (i) promptly but in any event no later than twelve (12)
                    months after
                    the date of this Agreement, obtain the appropriate licenses in
                    thirty-five
                    (35) states in the United States necessary to originate mortgage
                    loans in
                    all such states and shall endeavor in good faith and use its
                    best efforts
                    to obtain licensure in all fifty (50) states during such period;
                    provided,
                    that, to the extent that PrimeSource is not licensed in all states
                    as of
                    the end of such twelve (12) month period but provides evidence
                    satisfactory to NWBO in its discretion that PrimeSource is diligently
                    and
                    in good faith seeking licensure in such state(s), NWBO shall
                    grant a
                    one-time six (6) month extension to PrimeSource to obtain licensure
                    in
                    such states, and (ii) close that number of loans per year commensurate
                    with industry standards for mortgage companies that are similarly
                    situated
                    to PrimeSource.

                


        

      

    

    


    ARTICLE
      IV—RIGHT OF FIRST REFUSAL

    


    
      	
              4.01

            	
              Right
                of First Refusal. NWBO
                agrees that if NWBO receives a bona fide written offer for the purchase
                or
                acquisition of NWBO from a third party, either through the sale of
                a
                controlling or majority interest in NWBO shares of stock, an asset
                purchase agreement or otherwise, NWBO shall give PrimeSource written
                notice of such offer, including the general terms of such offer (the
                “Offer Notice”). PrimeSource shall give NWBO in writing its competing
                offer (the “Competing Offer”) within thirty (30) days after receiving the
                Offer Notice. If PrimeSource fails to deliver the Competing Offer
                to NWBO
                within such thirty (30) day period, NWBO shall have the right to
                enter
                into the transaction with the third party. If PrimeSource delivers
                a
                Competing Offer to NWBO, within the period described above, that
                is
                substantially similar in terms of structure (i.e., same type of
                consideration) and represents a substantial premium over the value
                of the
                offer contained in the Offer Notice, NWBO and PrimeSource shall enter
                into
                the transaction based on the terms set forth in the Competing Offer;
                provided, that if the transaction is not closed within sixty (60)
                days of
                NWBO’s receipt of the Competing Offer, then NWBO shall have the right
                to
                enter into the transaction with the third
                party.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      V—DISPUTE RESOLUTION

    


    
      	
              5.01
                

            	
              Dispute
                Resolution.
                Both PrimeSource and NWBO agree that any controversy or claim arising
                out
                of or relating to this contract, or the breach thereof, is subject
                to
                arbitration under the Federal Arbitration Act and shall be settled
                by
                binding arbitration to be conducted in Dallas, Texas and administered
                by
                the American Arbitration Association in accordance with its Commercial
                Arbitration Rules and judgment on the award rendered by the arbitrator(s)
                may be entered in any court having jurisdiction thereof. The costs
                of any
                arbitration shall be borne equally by the Parties. A willful violation
                of
                this provision or any breach of this Agreement by either Party shall
                entitle the non-breaching Party to specific performance of this Agreement,
                to recover actual damages, to recover liquidated damages as stated
                herein
                and to receive reimbursement for expenses and attorneys’ fees incurred in
                securing enforcement herein. 

            


    

    


    ARTICLE
      VI. MISCELLANEOUS

    


    
      	
              6.01

            	
              Assignment
                and Transfer. Neither
                this Agreement nor any duties or obligations under it shall be assignable
                or transferable by either Party without the prior written consent
                of the
                other Party; provided, that if NWBO otherwise complies with Section
                4.01
                with respect to a proposed sale transaction, and PrimeSource or one
                of its
                affiliates is not the purchaser in such transaction, then NWBO shall
                have
                the right without obtaining PrimeSource’s consent to assign or transfer
                this Agreement in connection with such transaction. In the event
                of an
                assignment or transfer that complies with this Section 6.01, the
                assignee,
                transferee or assignee’s or transferee’s legal representative shall agree
                in writing to personally assume, perform and be bound by all the
                covenants, obligations and agreements contained in this
                Agreement.

            


    

    


    
      	
              6.02

            	
              Successors
                and Assigns.
                Subject to the provisions regarding assignment and transfer, this
                Agreement shall be binding upon and inure to the benefit of the Parties
                hereto and their respective heirs, executors, administrators, legal
                representatives, successors and
                assigns.

            


    

    


    
      	
              6.03

            	
              Attorney’s
                Fees.
                If
                any action at law or in equity is brought to enforce or interpret
                the
                provisions of this Agreement, the prevailing Party shall be entitled
                to
                reasonable attorney’s fees in addition to any other relief to which it may
                be entitled.

            


    

    


    
      	
              6.04

            	
              Governing
                Law.
                THE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE VALIDITY, CONSTRUCTION
                AND
                INTERPRETATION OF THE AGREEMENT OR ANY OF ITS TERMS OR PROVISIONS,
                AS WELL
                AS THE RIGHTS AND DUTIES OF THE
                PARTIES.

            


    

    


    
      	
              6.05

            	
              Amendment.
                This Agreement may be amended only by the mutual agreement of the
                Parties,
                in a writing to be attached to and incorporated in this
                Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              6.06

            	
              Invalidity.
                In
                the event that any one or more of the provisions contained in this
                Agreement shall for any reason be held to be invalid, illegal or
                unenforceable in any respect, such invalidity, illegality or
                unenforceability shall not affect any other provisions, and the Agreement
                shall be construed as if such invalid, illegal or unenforceable provision
                had never been contained herein.

            


    

    


    
      	
              6.07

            	
              Entire
                Agreement.
                The terms of this Agreement are intended by the Parties as a final
                expression of their agreement with respect to the subject matter
                of this
                Agreement and may not be modified by evidence of any prior or
                contemporaneous negotiations, representations, agreements or
                understandings. This Agreement supersedes all agreements previously
                entered into between the Parties. No other representations, agreements,
                or
                understandings between the Parties will be binding, unless in writing
                and
                signed by authorized representatives of the Parties to this Agreement.
                

            


    

    


    
      	
              6.08

            	
              Nature
                of Agreement.
                This Agreement does not in any way create the relationship between
                PrimeSource and NWBO of agency, partnership, joint venture or employment
                or any other relationship, other than as licensor and licensee, and
                the
                mutual desire to build the National Processing Center for the benefit
                of
                both Parties.

            


    

    


    
      	
              6.09

            	
              Headings.
                The article and paragraph headings of this Agreement are for convenience
                only and in no way limit or enlarge the scope or meaning of the language
                hereof.

            


    

    


    
      	
              6.10

            	
              No
                Third-Party Beneficiary.
                This Agreement is not intended to give or confer any benefits, rights,
                privileges, claims, actions or remedies to any person or entity as
                a
                third-party beneficiary or otherwise, other than Bob Duane and Cary
                Hise
                (but only as to Section 3.06).

            


    

    


    
      	
              6.11

            	
              Time.
                Time is of the essence of performance of each and every term, condition
                and covenant contained in this
                Agreement.

            


    

    


    
      	
              6.12

            	
              Use
                of Captions.
                Any captions contained in this Agreement are for convenience only
                and are
                not to be given any substantive meaning in construing this Agreement.
                

            


    

    


    
      	
              6.13

            	
              Notices.
                All notices required or permitted hereunder shall be in writing and
                shall
                be served on the Parties at the following
                address:

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              If
                to PrimeSource:

            	
              PrimeSource
                Mortgage, Inc.

            
	 	
              1112
                North Main

            
	 	
              Roswell,
                NM 88201

            
	 	
              Telephone:
                505.622.5113

            
	 	
              Facsimile:
                505.622.5233

            
	 	 
	
              With
                Copy to :

            	
              McCreary
                & Stockford LP

            
	 	
              18333
                Preston Rd., Ste 150

            
	 	
              Dallas,
                Texas, 75252

            
	 	 
	
              If
                to NWBO :

            	
              Nationwide
                By Owner, Inc.

            
	 	
              3230
                Camp Bowie, Suite A

            
	 	
              Fort
                Worth, Texas 76107

            
	 	 
	 	
              Telephone:
                _________________________

            
	 	
              Facsimile: _________________________
                

            


    

    


    Any
      such
      notices shall be either (a) sent by certified mail, return receipt requested,
      in
      which case notice shall be deemed delivered three (3) business days after
      deposit, postage prepaid in the U.S. Mail, (b) sent by overnight delivery using
      a nationally recognized overnight courier, in which case it shall be deemed
      delivered one (1) business day after deposit with such courier, (c) sent by
      facsimile, in which case notice shall be deemed delivered upon transmission
      of
      such notice, or (d) sent by personal delivery. The above address may be changed
      by written notice to the other provided; provided, however, that no notice
      of
      such a change of address shall be effective until actual receipt of such
      notice.

    


    
      	
              6.14

            	
              Waiver.
                Any failure by either Party to enforce and require the strict keeping
                and
                performance of any of the terms and conditions of this Agreement
                shall not
                constitute a waiver of any such terms and conditions at any future
                time
                and shall not prevent such Party from insisting on the strict keeping
                and
                performance of such terms and conditions at any later time.
                

            


    

    


    
      	
              6.15

            	
              Venue.
                Venue for any suit relating to this Agreement will lie exclusively
                in the
                courts of Dallas County, Texas. The Parties agree that Dallas County,
                Texas is the most convenient venue for any suit relating to this
                Agreement. 

            


    

    


    
      	
              6.16

            	
              Construction.
                The Parties agree that this Agreement will be construed fairly and
                without
                regard to which Party authored the Agreement.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              6.17

            	
              Indemnification.
                Each Party shall indemnify and hold the other harmless from and against
                any and all actions, suits, claims, liabilities, damages, costs,
                and
                reasonable attorney's fee or expenses arising from any breach of
                any of
                the representations, warranties or agreements contained in this Agreement
                by such Party, or such Party's officers, directors, agents or employees,
                in connection with the transactions contemplated by this Agreement.
                Notwithstanding anything to the contrary herein, neither Party shall
                be
                entitled to special, consequential, punitive or other speculative
                damages
                as a result of the breach or termination of this
                Agreement.

            


    

    


    
      	
              6.18

            	
              Effectiveness
                of Agreement.
                Notwithstanding anything contained in this Agreement to the contrary,
                this
                Agreement shall not be deemed effective until NWBO has received the
                approval of the Agreement from its Executive Committee and Board
                of
                Directors.

            


    

    


    EXECUTED
      on the day, month and year first set forth above.

    


    PRIMESOURCE
      MORTGAGE, INC.

     

    
      
        
          	
                  By: 

                	 	
                  /s/
                    Jeffrey R. Smith

                
	
                  JEFFREY
                    R. SMITH,

                
	 	
                  PRESIDENT

                
	 	 
	
                  PSM
                    HOLDINGS, INC.

                
	 	 
	
                  By:
                    

                	 	
                  /s/
                    Jeffrey R. Smith

                
	
                  JEFFREY
                    R. SMITH,

                
	 	
                  PRESIDENT

                


        

      

    

     

    
      	
              NWBO

            
	 
	
              By:  

            	
               
                /s/ Robert Duane

            
	
              Its:

            	
               
                President

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ADDENDUM
      TO LICENSE AGREEMENT 

    


    THIS
      ADDENDUM TO LICENSE AGREEMENT, dated as of April 14th 2006 (this “Addendum”),
      is by
      and among PrimeSource Mortgage, Inc., a Texas corporation, PSM Holdings, Inc.
      (collectively “PrimeSource”),
      and
      Nationwide By Owner, Inc., a Texas corporation (“NWBO”
      and
      together with PrimeSource, the “Parties”).

    


    WITNESSETH:

    


    WHEREAS, the
      Parties previously entered into that certain License Agreement, effective as
      of
      April 14, 2006 (the “Agreement”),
      in
      connection with the license by NWBO to PrimeSource of the Sales Leads Database;
      and

    


    WHEREAS,
      the Parties desire to enter into this Addendum to the Agreement in order to
      clarify (i) certain rights of PrimeSource with respect to the Sales Leads
      Database system, which includes the ability to sell signs to customers at the
      market price for such signs and listings and to have complete access to the
      loan
      origination leads from the NWBO system, and (ii) the consideration that
      PrimeSource will pay to NWBO for such license; and

    


    WHEREAS,
      capitalized terms not otherwise defined in this Addendum shall have the meaning
      given such terms in the Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing recitals and of the mutual
      covenants set forth below, the Parties agree as follows:

    


    1. License;
      Consideration.
      The
      Parties acknowledge and agree that (i) as part of the license of the Sales
      Lead
      Database, PrimeSource shall have the right to sell NWBO signs to customers
      at
      the market price for such signs and listings and to have complete access to
      the
      loan origination leads from the NWBO system, and (ii) as additional
      consideration for the license of the Sales Lead Database pursuant to the terms
      of the Agreement as further clarified by this Addendum, PrimeSource shall pay
      NWBO $150,000, $75,000 of which shall be due immediately upon signing of this
      Addendum, and the remaining $75,000 shall be paid upon the first to occur of
      the
      following: (a) PrimeSource’s completion of its anticipated financing, whether
      through a private or public offering of equity, debt, or otherwise, the proceeds
      of which are to be used for the development of the National Processing Center,
      or (ii) ninety (90) days following the Effective Date. The consideration to
      be
      paid by PrimeSource to NWBO as set forth in this Section 1 of this Addendum
      is
      in addition to (and shall not limit) the consideration to be paid by PrimeSource
      to NWBO pursuant to the terms of the Agreement.

    


    2. Survival
      of Agreement.
      Except
      as expressly set forth in this Addendum, the terms and provisions of the
      Agreement shall continue in full force and effect and shall survive in all
      respects the execution of this Addendum.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3. Complete
      Agreement; Counterparts.
      The
      Agreement as amended by this Addendum shall constitute the entire agreement
      among the Parties with respect to the subject matter hereof and thereof and
      shall supersede any previous negotiations, commitments and writings with respect
      to such subject matter. This Addendum may be executed in any number of
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument. Facsimiles shall be
      deemed originals for purposes of this Addendum.

    


    4. Governing
      Law.
      This
      Addendum shall be governed by, and construed in accordance with, the laws of
      the
      State of Texas.

    


    5. Severability. 
      Should
      any provision of this Agreement be declared or be determined by any court to
      be
      illegal or invalid, the validity of the remaining parts, terms or provisions
      shall not be affected thereby and the illegal or invalid part, term or
      provisions shall be deemed not to be a part of this Addendum.

    


    [Remainder
      of page intentionally left blank]


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Addendum as of the
      14th
      day of
      April, 2006.

     

    
      
        	
                PRIMESOURCE
                  MORTGAGE,
INC.

              
	 	 
	
                By:

              	 	
                /s/
                  Jeffrey R. Smith

              
	 	
                JEFFREY
                  R. SMITH,

              
	 	
                PRESIDENT

              
	 	 
	
                PSM
                  HOLDINGS, INC.

              
	 	 
	
                By:

              	 	
                /s/
                  Jeffrey R. Smith

              
	 	
                JEFFREY
                  R. SMITH,

              
	 	
                PRESIDENT

              
	 	 
	
                NWBO

              
	 	 
	
                By:

              	 	
                /s/
                  Robert Duane

              
	
                Its:

              	 	
                President

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ADDENDUM
      TO LICENSE AGREEMENT 

     

    This
      is
      an addendum to the License agreement (“Agreement”) made April 14, 2006 at
      Dallas, Texas between PrimeSource Mortgage, Inc. whose principal place of
      business is 1112 North Main, Roswell, NM 88201 and PSM Holdings, Inc.
      (collectively “PrimeSource”) and Nationwide By Owner, Inc. whose principal place
      of business is located at 3230 Camp Bowie, Suite A, Fort Worth, Texas
      76107.

    


    WHEREAS,
      Section 3.07 of the original agreement date April 14, 2006 states:

    


    Other
      obligations of PrimeSource. PrimeSource
      shall (i) promptly but in any event no later than twelve (12) months after
      the
      date of this Agreement, obtain the appropriate licenses in thirty-five (35)
      states in the United States necessary to originate mortgage loans in all such
      states and shall endeavor in good faith and use its best efforts to obtain
      licensure in all fifty (50) states during such period, provided, that, to the
      extent that PrimeSource is not licensed in all states as of the end of such
      twelve (12) month period but provides evidence satisfactory to NWBO in its
      discretion that PrimeSource is diligently and in good faith seeking licensure
      in
      such state(s), NWBO shall grant a one-time (6) month extension to PrimeSource
      to
      obtain licensure in such states, and (ii) clo9se that number of loans per year
      commensurate with industry standards for mortgage companies that are similarly
      situated to PrimeSource;

    


    WHEREAS,
      NWBO does recognize that PrimeSource has in good faith and diligently been
      pursuing to become licensed in all fifty states per the original
      agreement;

    


    WHEREAS,
      PrimeSource has committed to NWBO that they will continue in good faith to
      diligently strive to become licensed in all states;

    


    THEREFORE
      BE IT RESOLVED that the specific dates be removed from this section of the
      agreement. It is understood by both parties that PrimeSource shall move forward
      with diligence to continue to become licensed in all fifty (50) states or in
      those that NWBO requests they become licensed in. 

    


    Signed
      effective this 1st
      day of
      March, 2007. 

    

      
        	
                PRIMESOURCE
                  MORTGAGE, INC.

              	 	
                NWBO,
                  INC

              
	 	 	 	 	 
	
                By:  

              	 	
                   
                  /s/ Jeffrey R. Smith

              	 	
                By:  

              	 	
                   
                  /s/ Robert Duane

              
	 	
                   
                  Jeffrey R. Smith

              	 	 	
                   
                  Robert Duane

              
	 	
                   
                  President

              	 	 	
                   
                  President

              
	 	 	 	 	 
	
                PSM
                  HOLDINGS, INC.

              	 	 	 
	 	 	 	 	 
	
                By: 

              	 	
                   
                  /s/ Jeffrey R. Smith

              	 	 	 
	 	
                   
                  Jeffrey R. Smith