<PAGE>   1
                                   Exhibit 2.1












                            REORGANIZATION AGREEMENT

                                  BY AND AMONG

                     BINGHAM FINANCIAL SERVICES CORPORATION,

                          DMR FINANCIAL SERVICES, INC.,

                   HARTGER & WILLARD MORTGAGE ASSOCIATES, INC.

                                       AND

                       DETROIT MORTGAGE AND REALTY COMPANY







                                  JUNE 30, 1999



<PAGE>   2


                            REORGANIZATION AGREEMENT


         This Reorganization Agreement (the "Agreement") is made and entered
into as of June 30, 1999, by and among BINGHAM FINANCIAL SERVICES CORPORATION, a
Michigan corporation ("Bingham"), DMR FINANCIAL SERVICES, INC., a Michigan
corporation ("DMRFS"), HARTGER & WILLARD MORTGAGE ASSOCIATES, INC., a Michigan
corporation ("H&W"), and DETROIT MORTGAGE AND REALTY COMPANY, a Michigan
corporation and the sole shareholder of both DMRFS and H&W ("DMR"). For the
purposes of this Agreement, Bingham, DMR, H&W and DMRFS are referred to
sometimes collectively as the "Parties" and individually as a "Party".


                                    RECITALS:

         WHEREAS, Bingham, DMR, DMRFS and H&W desire to consummate the
transactions provided for in this Agreement pursuant to which Bingham will
acquire all of the issued and outstanding shares of the capital stock of H&W, as
and in the manner contemplated in this Agreement, from DMRFS in exchange for
shares of Bingham's capital stock.

         WHEREAS, the Parties had originally intended that Bingham acquire all
of the issued and outstanding shares of the capital stock of DMRFS and H&W
simultaneously.

         WHEREAS, for business purposes, the Parties have determined that it is
in their best interests for Bingham to accelerate acquisition of H&W by
acquiring all of the issued and outstanding shares of the capital stock of H&W
pursuant to this Agreement and subsequently acquiring all of the issued and
outstanding shares of the capital stock of DMRFS, subject to the execution of,
and satisfaction of the terms and conditions of, a mutually acceptable
Reorganization Agreement with respect to DMRFS.

         WHEREAS, subject to the conditions described in the previous paragraph,
the Parties contemplate that the acquisition of H&W by Bingham would be followed
by the acquisition of DMRFS and the Parties intend that the acquisition of H&W
and DMRFS be an integrated transaction and together qualify as a tax-free
reorganization under Section 368(a)(1)(C) of the Code.

         NOW, THEREFORE, for and in consideration of the foregoing Recitals, the
mutual covenants and undertakings set forth below and other good and valuable
consideration, the receipt and adequacy of which are acknowledged, the Parties
hereby agree as follows:

1.       CERTAIN DEFINITIONS. For purposes of this Agreement, the following
         capitalized terms shall have the following meanings:

         1.1.   "Act" means the Michigan Business Corporation Act, as the same
                has and may be amended.

         1.2.   "Bingham Business" means, collectively, the respective
                businesses in which Bingham and its subsidiaries are engaged.

         1.3.   "Consent" means any consent, approval or authorization of, or
                withholding of objection on the part of, or filing, registration
                or qualification with, or notice to, any Governmental Authority
                (defined in this Section 1) or any lenders, creditors,
                shareholders or other third parties.

                                      -1-
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         1.4.   "Code" means the Internal Revenue Code of 1986, as amended.

         1.5.   "DMRFS Business" means the business in which DMRFS is engaged.

         1.6.   [intentionally omitted]

         1.7.   [intentionally omitted]

         1.8.   [intentionally omitted]

         1.9.   [intentionally omitted]

         1.10.  [intentionally omitted]

         1.11.  [intentionally omitted]

         1.12.  [intentionally omitted]

         1.13.  [intentionally omitted]

         1.14.  [intentionally omitted]

         1.15.  [intentionally omitted]

         1.16.  "Governmental Authority" means any court, administrative agency,
                commission or other governmental authority or instrumentality,
                whether federal, state, local or foreign.

         1.17.  "H&W Assets" means all of the assets and properties, whether
                known or unknown, tangible or intangible, real or personal,
                wherever situated, owned by H&W or in which H&W has any right,
                title or interest.

         1.18.  "H&W Business" means the business in which H&W is engaged.

         1.19.  "H&W Certificate" means certificates evidencing H&W Shares
                (defined in this Section 1).

         1.20.  [intentionally omitted]

         1.21.  "H&W Shares" means the issued and outstanding shares of the
                capital stock of H&W, as reflected in the books and records of
                H&W as of the date of this Agreement.

         1.22.  "H&W Stock" means H&W's sole class of capital stock, common
                stock, $1.00 par value.

         1.23.  "Liens" means title defects, judgments, objections, security
                interests, liens, charges, liabilities, mortgages, easements,
                restrictions, reservations, tenancies, agreements, rights of
                redemption, third-party rights and other obligations and
                encumbrances of any nature whatsoever.

         1.24.  "SEC" means the Securities and Exchange Commission.

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         1.25.  "Treasury Regulation" means any regulation promulgated under the
                Code including any amendments or any substitute or successor
                provisions thereto.

         1.26.  "'33 Act" means the Securities Act of 1933, as amended.

         1.27.  "'34 Act" means the Securities Exchange Act of 1934, as amended.

2.       EXCHANGE OF SHARES.

         2.1.   General. On the terms and subject to the conditions set forth in
                this Agreement, on the Closing Date (defined in Section 14.1
                below), DMRFS shall transfer and otherwise convey to Bingham,
                and Bingham shall acquire from DMRFS, DMRFS's entire right,
                title and interest in and to all of the H&W Shares, free and
                clear of all Liens, as provided in this Agreement. The Parties
                intend that this transaction together with the contemplated
                acquisition of DMRFS by Bingham shall constitute a
                reorganization within the meaning of Section 368(a)(1)(C) of the
                Code, and that this Agreement shall constitute a "plan of
                reorganization" for the purposes of Section 368 of the Code.
                DMR, DMRFS and H&W agree not to take any action inconsistent
                with that intent, and in furtherance of that intent, Bingham
                shall comply with its obligations under Section 11.6 below. None
                of the Parties shall be under any other obligation to
                restructure the transactions, to amend this Agreement or to take
                any other action whatsoever so as to effectuate that intent, if
                such transactions do not constitute a reorganization within the
                meaning of Section 368(a)(1)(C) of the Code, or this Agreement
                does not constitute a "plan of reorganization" for the purposes
                of Section 368 of the Code.

         2.2.   [intentionally omitted]

         2.3.   Directors and Officers of H&W. The directors and officers of H&W
                from and after the Closing Date shall be as set forth on the
                attached Schedule 2.3 (retaining their respective positions and
                terms of office until their successors are duly elected and
                qualified in accordance with the Articles of Incorporation and
                the bylaws of H&W, as both may have been or may subsequently be
                amended or restated).

         2.4.   [intentionally omitted]

3.       ASSUMPTION OF LIABILITIES AND RELATED MATTERS.

         3.1.   [intentionally omitted]

         3.2.   [intentionally omitted]

         3.3.   DMR and DMRFS have fully paid, discharged and satisfied any and
                all debts, liabilities and other obligations which they owe or
                have to H&W.

         3.4.   DMR and DMRFS have caused all debts, liabilities and other
                obligations H&W owes or has to DMR or any of DMR's affiliates to
                be fully discharged and satisfied, and for H&W to be fully and
                completely released from all such debts, liabilities and other
                obligations. The discharge and satisfaction of such debts has
                been structured so that H&W does not and will not incur any
                income from the discharging of such debts.

         3.5.   [intentionally omitted]

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<PAGE>   5

4.       [intentionally omitted]

5.       [intentionally omitted]

6.       CONSIDERATION.

         6.1.   Initial Consideration. Effective as of the close of business
                July 2, 1999, for and in consideration of the H&W Shares,
                Bingham shall issue to DMRFS an aggregate of sixty-six thousand
                six hundred sixty-seven (66,667) shares (the "Initial
                Consideration Shares") of its common stock, without par value
                ("Bingham Common Stock").

         6.2.   [intentionally omitted]

         6.3.   [intentionally omitted]

         6.4.   [intentionally omitted]

         6.5.   [intentionally omitted]

         6.6.   [intentionally omitted]

         6.7.   [intentionally omitted]

         6.8.   [intentionally omitted]

         6.9.   [intentionally omitted]

7.       REPRESENTATIONS AND WARRANTIES CONCERNING DMRFS. DMR and DMRFS hereby
         jointly and severally represent, warrant and covenant the following to
         Bingham and H&W:

         7.1.   Good Standing and Authority. DMRFS is a corporation duly
                organized, validly existing and in good standing under the laws
                of the State of Michigan. DMRFS is duly qualified to do business
                as a foreign corporation and is in good standing in each
                jurisdiction in which it is required to be so qualified, except
                where the failure to be so qualified, individually or in the
                aggregate, would not have a material adverse effect on the
                business, properties, operations or financial condition
                ("Material Adverse Effect") of DMRFS. All such jurisdictions are
                listed on the attached Schedule 7.1. DMRFS has the corporate
                power and authority to enter into this Agreement and any and
                all other documents contemplated in or to be executed in
                connection with this Agreement (the "Attendant Documents") to
                which it is or will be a party and to consummate the
                transactions contemplated in this Agreement and the Attendant
                Documents. This Agreement and all of the Attendant Documents to
                which DMRFS is or will be a party, and the consummation of the
                transactions contemplated in this Agreement, have been duly
                authorized and approved by all necessary and proper corporate
                action on the part of DMRFS. This Agreement, and all of the
                Attendant Documents to which DMRFS is or will be a party, when
                executed and delivered, will constitute legal, valid and binding
                obligations of DMRFS, enforceable against DMRFS in accordance
                with their respective terms, subject to DMR's and DMRFS's
                shareholders approving this Agreement in accordance with
                applicable law. DMR is the sole shareholder of DMRFS.

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<PAGE>   6


         7.2.   Consents, Approvals and Authorizations. Except for (i)
                [intentionally omitted],(ii) [intentionally omitted], (iii)
                [intentionally omitted], (iv) [intentionally omitted], and (v)
                the obtainment of those Consents listed on the attached Schedule
                7.2, no Consent is required on the part of DMRFS in connection
                with the valid execution and delivery of this Agreement and the
                Attendant Documents to which DMRFS is or will be a party or the
                consummation of the transactions contemplated in this Agreement
                and the Attendant Documents which, if not obtained or made, will
                result in a breach or violation of an agreement, lease,
                indenture or other instrument, or a judgment, decree, order,
                award, law, rule or regulation applicable to or affecting DMRFS,
                the DMRFS Business or DMRFS's properties, except where the
                failure to obtain the same, individually or in the aggregate,
                would not have a Material Adverse Effect on DMRFS. All Consents
                listed on the attached Schedule 7.2 have been obtained and
                remain in full force and effect and all statutory waiting
                periods in respect thereof have expired.

         7.3.   [intentionally omitted]

         7.4.   [intentionally omitted]

         7.5.   [intentionally omitted]

         7.6.   [intentionally omitted]

         7.7.   [intentionally omitted]

         7.8.   [intentionally omitted]

         7.9.   [intentionally omitted]

         7.10.  [intentionally omitted]

         7.11.  [intentionally omitted]

         7.12.  [intentionally omitted]

         7.13.  [intentionally omitted]

         7.14.  [intentionally omitted]

         7.15.  Financial Information. Set forth on the attached Schedule 7.15
                are: (i) the audited balance sheet of DMRFS as of December 31,
                1998 and the related statements of income and expenses, retained
                earnings and cash flow, and notes thereto, for the year then
                ended, certified by DMR's regularly engaged certified public
                accountants (collectively, the "1998 DMRFS Financial
                Statements"); and (ii) the unaudited balance sheets of DMRFS as
                of March 31, 1999, April 30, 1999 and May 31, 1999 and the
                related statements of income and expenses, retained earnings and
                cash flow for the months then ended (collectively, the
                "Subsequent Monthly DMRFS Financial Statements", and together
                with the 1998 DMRFS Financial Statements, the "DMRFS Financial
                Statements"). All of the DMRFS Financial Statements (i) are
                true, correct and complete in all material respects; (ii) have
                been prepared in accordance with generally accepted accounting
                principles applied consistently with all corresponding prior
                fiscal periods of DMRFS; and (iii) fairly present the financial
                condition, results of operation and cash flows of DMRFS as of
                the dates and for the periods indicated; subject, in the case of
                the

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<PAGE>   7

                Subsequent Monthly DMRFS Financial Statements only, to normal
                year-end adjustments consistent with past practices and the
                absence of footnotes (the "Missing DMRFS
                Adjustments/Footnotes"). Except to the extent disclosed on the
                attached Schedule 7.15, the Missing DMRFS Adjustments/Footnotes,
                if presented in the Subsequent Monthly DMRFS Financial
                Statements, would not differ materially from those included in
                the 1998 DMRFS Financial Statements. The DMRFS Financial
                Statements make substantially full and adequate provision for
                all obligations, liabilities or commitments, whether fixed or
                contingent, and doubtful accounts receivable of DMRFS. Bingham
                acknowledges that DMRFS prepares cash flow statements on a
                quarterly basis only, any other provision of this Agreement to
                the contrary notwithstanding.

         7.16.  [intentionally omitted]

         7.17.  [intentionally omitted]

         7.18.  Non-Violative Agreement. Neither the execution and delivery of
                this Agreement or the Attendant Documents to which DMRFS is or
                will be a party nor the consummation of the transactions
                contemplated in this Agreement and the Attendant Documents will
                conflict with, result in the breach or violation of or
                constitute a default under the terms, conditions or provisions
                of DMRFS's Articles of Incorporation or Bylaws, both as amended,
                or any other agreement or instrument to which DMRFS is a party,
                or by which DMRFS may be bound or to which DMRFS may be subject.

         7.19.  Brokerage or Finder's Fee. Neither DMRFS nor DMR has engaged any
                broker or finder or incurred any liability for any brokerage
                fees, commissions or finder's fees in connection with the
                transactions contemplated in this Agreement.

         7.20.  Disclosure. No representation or warranty by DMR or DMRFS
                contained in this Agreement and no statement contained in any of
                the Attendant Documents to which DMR or DMRFS is or will be a
                party or any other certificate or instrument furnished or to be
                furnished pursuant to this Agreement or in connection with the
                transactions contemplated in this Agreement contains or will
                contain any untrue statement of a material fact, or omits or
                will omit to state a material fact, necessary in order to make
                any of the statements not misleading.

         7.21.  [intentionally omitted]

         7.22.  Hart-Scott-Rodino Compliance. Pursuant to 16 CFR ss.802.20, no
                notification filing is required pursuant to the
                Hart-Scott-Rodino Anti-Trust Improvements Act of 1976 in
                connection with the transactions contemplated in this Agreement.

         7.23.  [intentionally omitted]

         7.24.  [intentionally omitted]

         7.25.  Reorganization. DMRFS has not willfully taken or agreed to take,
                and shall not take, any action, and neither DMRFS nor DMR have
                knowledge of any fact or circumstance, that would prevent the
                transactions contemplated in this Agreement from constituting a
                reorganization within the meaning of Section 368(a) of the Code.
                Except as set forth on the attached Schedule 7.25, other than
                the directors and officers of DMR and of DMRFS, there are no
                "affiliates" of DMRFS, as that term is defined in Rule 144(a)
                promulgated under the '33 Act.

                                      -6-
<PAGE>   8

         7.26.  Knowledge. One or more of the persons listed on the attached
                Schedule 17.11(a) could reasonably be expected to have
                sufficient knowledge regarding the facts, matters and
                circumstances underlying each of the representations and
                warranties set forth in this Section 7 so as to be capable of
                ascertaining whether or not they are completely accurate.
                Identified on the attached Schedule 7.26 are various public
                filings made by Bingham with the SEC pursuant to its EDGAR
                filing requirements (the "Bingham Reports") which are available
                to DMR, DMRFS and H&W over the Internet. DMR and DMRFS have had
                access to, and have had sufficient time to review and consider,
                such Bingham Reports and all due diligence materials provided or
                otherwise made available to DMR or its representatives by or on
                behalf of Bingham. DMR and DMRFS have been afforded an
                opportunity to ask questions of and receive answers from
                representatives of Bingham concerning the terms and conditions
                of the transactions and matters described in the Bingham Reports
                or such due diligence materials and to obtain any additional
                information as DMR or DMRFS have identified in such documents
                that DMR or DMRFS have requested.

8.       REPRESENTATIONS AND WARRANTIES CONCERNING H&W. DMR and DMRFS hereby
         jointly and severally represent, warrant and covenant the following to
         Bingham and H&W:

         8.1.   Good Standing and Authority. H&W is a corporation duly
                organized, validly existing and in good standing under the laws
                of the State of Michigan. H&W is duly qualified to do business
                as a foreign corporation and is in good standing in each
                jurisdiction in which it is required to be so qualified, except
                where the failure to be so qualified, individually or in the
                aggregate, would not have a Material Adverse Effect on H&W. All
                such jurisdictions are listed on the attached Schedule 8.1. H&W
                has the corporate power and authority to enter into this
                Agreement and the Attendant Documents to which it is or will be
                a party and to consummate the transactions contemplated in this
                Agreement and the Attendant Documents. This Agreement and all of
                the Attendant Documents to which H&W is or will be a party, and
                the consummation of the transactions contemplated in this
                Agreement, have been duly authorized and approved by all
                necessary and proper corporate action on the part of H&W. This
                Agreement, and all of the Attendant Documents to which H&W is or
                will be a party, when executed and delivered, will constitute
                legal, valid and binding obligations of H&W, enforceable against
                H&W in accordance with their respective terms. DMR is the sole
                shareholder of DMRFS. DMRFS is the sole shareholder of H&W. H&W
                does not have any subsidiaries, and H&W does not have any equity
                interest in, or any right to acquire any equity interest in, any
                other entity.

         8.2.   Consents, Approvals and Authorizations. Except for (i)
                [intentionally omitted], (ii) [intentionally omitted], (iii)
                [intentionally omitted], (iv) [intentionally omitted], and (v)
                the obtainment of those Consents listed on the attached Schedule
                8.2, no Consent is required on the part of H&W in connection
                with the valid execution and delivery of this Agreement and the
                Attendant Documents to which H&W is or will be a party or the
                consummation of the transactions contemplated in this Agreement
                and the Attendant Documents which, if not obtained or made, will
                result in a breach or violation of an agreement, lease,
                indenture or other instrument, or a judgment, decree, order,
                award, law, rule or regulation applicable to or affecting H&W,
                the H&W Business or H&W's properties, except where the failure
                to obtain the same, individually or in the aggregate, would not
                have a Material Adverse Effect on H&W. All Consents listed on
                the attached Schedule

                                      -7-
<PAGE>   9

                8.2, other than the approval by FHLMC of the change in control
                of H&W, have been obtained and remain in full force and effect.

         8.3.   Accounts Receivable. Except as set forth on the attached
                Schedule 8.3: (i) the accounts receivable which are reflected in
                the Most Recent Balance Sheet of H&W (defined in Section 8.15
                below) or which arose subsequent thereto were validly obtained
                in the ordinary course of the H&W Business; and (ii) except to
                the extent of applicable reserves shown in such balance sheet,
                to the knowledge of DMR, DMRFS and H&W, all of the receivables
                owing to H&W constitute valid and enforceable claims arising
                from bona fide arms-length transactions, and H&W has not
                received any written or oral claims, defenses or refusals to
                pay, or granted any rights of set-off with respect to any
                receivables.

         8.4.   Investigations; Litigation. Except as described on the attached
                Schedule 8.4, there are no claims or actions by anyone against
                or affecting H&W, the H&W Business or H&W's properties that are
                pending or, to the knowledge of H&W, have been threatened. To
                DMR, DMRFS and H&W's knowledge, there is no basis for any such
                claim or action which, if asserted and decided adversely to H&W,
                could reasonably be expected to have a Material Adverse Effect
                on H&W.

         8.5.   Title to Property; Condition. Except as set forth on the
                attached Schedule 8.5:

                (a)        H&W has good and marketable title in and to all of
                           the assets reflected in the Most Recent Balance Sheet
                           of H&W and all assets purchased or otherwise acquired
                           since December 31, 1998 (except for such assets as
                           may have been sold or otherwise disposed of in the
                           ordinary course of the H&W Business), subject to no
                           Liens (other than those Liens which secure,
                           exclusively, indebtedness disclosed in the H&W
                           Financial Statements); and

                (b)        H&W owns no real property.

         8.6.   Tax Returns. Except as disclosed on the attached Schedule 8.6:

                (a)        To DMR, DMRFS and H&W's knowledge, proper and
                           accurate amounts have been and will be withheld by
                           H&W from its employees and properly deposited in
                           appropriate accounts, for all periods up to and
                           through the Closing Date, in full and complete
                           compliance with the tax withholding, deposit and
                           payment provisions of applicable federal, state and
                           local laws. H&W has filed (or has caused to be
                           filed), on its behalf either separately or as a
                           member of a consolidated group of companies, all
                           federal, state and local, as well as other returns
                           and reports that were required to be filed for all
                           periods for which returns, were due up to and through
                           the Closing Date, and H&W has made (or has caused to
                           be made), on its behalf either separately or as a
                           member of a consolidated group of companies, payments
                           of all governmental taxes, levies, duties, license
                           and registration fees, charges or withholdings of any
                           nature whatsoever ("Taxes") shown to be due and
                           payable in respect of such returns and reports. To
                           DMR, DMRFS and H&W's knowledge, all such returns are
                           true, correct and complete in all material respects
                           and no penalties or interest will be asserted by any
                           federal, state, local or other taxing authority
                           (each, a "Tax Authority") arising out of a late
                           payment of Taxes. Neither DMR, DMRFS nor H&W owes any
                           deficiency for any Taxes (other than those which are
                           accrued as liabilities on the Most Recent Balance
                           Sheet of H&W), and no tax returns

                                      -8-
<PAGE>   10

                           are presently under audit or examination by any Tax
                           Authority, and neither DMR, DMRFS nor H&W has
                           received notice of any adjustments proposed or
                           asserted by the Internal Revenue Service or any other
                           agency in respect of any liability for Taxes arising
                           out of or relating to such returns.

                (b)        No claim has ever been made by a Tax Authority in a
                           jurisdiction where H&W does not file Tax returns that
                           H&W is or may be subject to taxation by that
                           jurisdiction. There are no excess loss accounts,
                           gains or losses from "Deferred Intercompany
                           Transactions" (as defined in Treasury Regulations
                           Section 1.1502-13 in effect before July 12, 1995) or
                           "Intercompany Transactions" (as defined in Treasury
                           Regulations Section 1.1502-13 in effect on or after
                           July 12, 1995) pertaining to H&W (whether or not they
                           are taken into account as a result of the
                           transactions contemplated in this Agreement).

                (c)        H&W has accrued, adequately reserved and shown on the
                           H&W Financial Statements as a liability, all Taxes
                           for any taxable period (or portions thereof) which
                           ends on or before the Closing Date. Any Tax return
                           for any taxable period ending on or before the
                           Closing Date has been prepared in a manner consistent
                           with the accrual method of accounting.

                (d)        H&W has not waived any statute of limitations in
                           respect of Taxes or agreed to any extension of time
                           with respect to any Tax assessment or deficiency.

                (e)        H&W (i) has not filed a consent under Code Section
                           341(f) concerning collapsible corporations; (ii) has
                           not made any payment, is not obligated to make any
                           payment, and is not a party to any agreement that
                           under certain circumstances could obligate it to make
                           any payment that will not be deductible under Code
                           Section 280G; (iii) has not been a United States real
                           property holding corporation within the meaning of
                           Code Section 897(c)(2) during the applicable period
                           specified in Code Section 897(c)(1)(A)(ii); (iv) is
                           not a party to any Tax allocation or sharing
                           agreement; (v) has not been a member of an
                           "Affiliated Group" (meaning any affiliated group
                           within the meaning of Code Section 1504(a) or any
                           similar group defined under a similar provision of
                           state, local or foreign law) filing a consolidated
                           federal income Tax return, other than the Affiliated
                           Group consisting of DMR, DMRFS, H&W and those other
                           entities, if any, identified on the attached Schedule
                           7.6; (vi) has no liability for the Taxes of any
                           person under Treasury Regulation Section 1.1502-6 (or
                           any similar provision of state, local, or foreign
                           law) as a transferee or successor, by contract, or
                           otherwise; (vii) has not granted a power of attorney
                           with respect to any matter relating to Taxes, whether
                           of DMR, DMRFS or itself; (vii) has not participated
                           in an international boycott under Code Section 999;
                           (ix) is not a party to any safe harbor lease within
                           the meaning of Code Section 168(f)(8) as in effect
                           prior to amendment by the Tax Equity and
                           Responsibility Act of 1982; (x) has not had any
                           permanent establishments in any foreign country as
                           defined in any applicable treaty or convention
                           between the United States and such foreign countries;
                           (xi) is not a party to any joint venture, partnership
                           or other arrangement or contract that could be
                           treated as a partnership for federal income tax
                           purposes; (xii) has not made and is not bound by any
                           election under Code Section 197; (xiii) has no debt
                           the interest on which is tax


                                      -9-
<PAGE>   11

                           exempt under existing or prior law; (xiv) has no
                           property that is tax exempt use property within the
                           meaning of Code Section 168(h); (xv) is not bound by
                           any closing agreement within the meaning of Code
                           Section 7121; and (xvi) has not agreed to and is not
                           required to make any adjustments under Code Section
                           481(a) or any similar provision of state, locate or
                           foreign law.

                For all purposes relevant to determining whether or not there
                has been any breach of any of the foregoing representations and
                warranties for which any of the Bingham Parties (defined in
                Section 15.1 below) are entitled to indemnification pursuant to
                Section 15.1 below, and the amount of the Bingham Parties'
                damages caused by such breach, all occurrences of the phrase
                "except as disclosed on the attached Schedule 8.6" in this
                Section 8.6 shall be ignored.

         8.7.   Insurance. The attached Schedule 8.7 contains an accurate and
                complete list of all policies of fire and other casualty,
                general liability, theft, life, workers' compensation, health,
                directors' and officers' liability, business interruption and
                other forms of insurance owned or held by H&W, DMRFS or DMR in
                respect of the H&W Business, specifying the insurer, the policy
                number, the term of the coverage and, in the case of any
                "occurrence" coverage, the same information as to predecessor
                policies for the previous five (5) years. All premiums that are
                due as of the Closing Date with respect thereto have been paid
                and no notice has been received by DMR, DMRFS or H&W that the
                present policies are not in full force and effect. Neither H&W,
                DMRFS nor DMR, in respect of the H&W Business, have been denied
                any form of insurance, and no policy of insurance has been
                revoked or rescinded during the past three (3) years, except as
                described under the attached Schedule 8.7.

         8.8.   Benefit Plans. Except as disclosed on the attached Schedule 8.8,
                H&W does not maintain and is not party to, bound by or a
                contributor to, or required to contribute to, (a) any employee
                pension benefit plans whether or not qualified under Section
                401(a) of the Code, (b) any employee welfare benefit plans, or
                (c) any other compensation, fringe or welfare plan or program,
                policy, understanding or arrangement providing plan benefits or
                welfare, with respect to its employees or employees of others
                (collectively, the "H&W Employee Plans"). As used in this
                Section 8.8, the terms "employee pension benefit plan" and
                "employee welfare benefit plan" have the respective meanings
                assigned to such terms in Section 3 of the Employee Retirement
                Income Security Act of 1974, as amended ("ERISA"). No H&W
                Employee Plan is (and H&W has no liability with respect to any
                plan that is) (i) subject to the minimum funding requirements of
                ERISA or the Code, (ii) a "multiemployer plan" (as defined in
                Section 3(37) of ERISA), (iii) a multiple-employer plan within
                the meaning of Section 413 of the Code, or (iv) an employee
                welfare benefit plan or plan providing welfare-type benefits to
                current or future retirees or current or future former employees
                (or their spouses or dependents) other than as required by COBRA
                or any other state continuation coverage law. Each H&W Employee
                Plan that is an employee pension benefit plan, to DMR's, DMRFS's
                and H&W's knowledge, now meets, and since its inception has met,
                in form and operation, the requirements of a tax-qualified plan
                under Section 401(a) of the Code, and the Internal Revenue
                Service has issued a favorable determination letter with respect
                to the tax-qualified status of such plan. To DMR's, DMRFS's and
                H&W's knowledge, each H&W Employee Plan has been maintained,
                administered and funded in material compliance with all
                applicable laws and regulations, including, without limitation,
                the Code and ERISA. There are no actions, suits, or claims
                (other than routine undisputed


                                      -10-
<PAGE>   12

                claims for benefits) pending or, to DMR's, DMRFS's and H&W's
                knowledge, threatened against or with respect to any H&W
                Employee Plan. To DMR's, DMRFS's and H&W's knowledge, with
                respect to the H&W Employee Plans, all required government
                filings and disclosures have been timely made and are true,
                correct and complete in all material respects, and no prohibited
                transaction or other act or omission has occurred which has
                resulted in, or could reasonably be expected to result in, the
                imposition of an excise tax or other penalty, including, without
                limitation, any penalties under ERISA or the Code. Except as
                disclosed in the attached Schedule 8.8, H&W is not now and has
                not been a member of: (i) a controlled group of corporations as
                defined in Section 414(b) of the Code; (ii) a group of trades or
                businesses under common control as defined in Section 414(c) of
                the Code; (iii) an affiliated service group as defined in
                Section 414(m) of the Code; (iv) a group of businesses referred
                to in Section 414(o) of the Code; (v) a group of trades or
                businesses under common control as defined in Section 4001(b) of
                ERISA; or (vi) any other group under the law, rules or
                regulations of a foreign country similar to (i) through (v).
                DMR, DMRFS and H&W have provided to Bingham true and correct
                copies of all current and prior material documents relating to
                the H&W Employee Plans listed in the attached Schedule 8.8,
                including, but not limited to: (i) plan documents; (ii) trust
                documents; (iii) plan and trust amendments; (iv) summary plan
                descriptions, amendments thereto, and all other communication
                material provided to employees; (v) summaries of material
                modifications; (vi) insurance (including reinsurance),
                administrative services or annuity contracts; (vii) collective
                bargaining agreements or contracts and all amendments thereto;
                (viii) the most recent financial statements; (ix) with regard to
                self-funded welfare plans, experience and enrollment data for
                the prior three (3) plan years as well as documentation and
                calculations demonstrating the present value of accrued
                obligations under such plans as of the Closing Date; (x) if H&W
                provides, or has any commitment or obligation to provide, any
                H&W Employee Plan benefits to its retirees, copies of all
                documentation and calculations demonstrating the present value
                of such obligation or commitment as of the Closing Date; (xi) if
                H&W or any controlled group member maintains a defined benefit
                pension plan, as defined in Section 3(35) of ERISA with respect
                to former or current H&W employees, the most recent actuarial
                valuation for each such plan and copies of any funding waivers
                and applications therefor, and all related correspondence and
                documentation; (xii) the three (3) most recent annual reports;
                (xiii) agreements with respect to leased or temporary employees;
                (xiv) all Internal Revenue Service rulings, if any; and (xv) the
                most recent Internal Revenue Service determination letters.

         8.9.   Contracts and Commitments; No Default. The attached Schedule 8.9
                sets forth a complete and accurate list of all written or oral
                agreements or other binding commitments or proposals (i)
                involving the provision of goods or services to or by H&W
                involving an aggregate sale price or consideration of more than
                $25,000 (exclusive of mortgage loans made in the ordinary course
                of business), (ii) pursuant to which H&W is obligated to make
                periodic payments totaling, on an annualized basis, more than
                $60,000, or (iii) which are not terminable without penalty at
                the option of H&W upon no more than 30 days notice (the "H&W
                Contracts"). DMR, DMRFS and H&W have made available to Bingham
                true and accurate copies of the H&W Contracts. To DMR's, DMRFS's
                and H&W's knowledge, all of the H&W Contracts are valid, binding
                and in full force and effect, and are enforceable in accordance
                with their respective terms (subject to bankruptcy, insolvency,
                reorganization, moratorium, fraudulent conveyance and similar
                laws relating to or affecting the enforcement of creditors'
                rights generally, or general principles of equity, whether at
                law or in equity). Except as set forth on


                                      -11-
<PAGE>   13

                the attached Schedule 8.9, H&W is not in default under any of
                the H&W Contracts, nor has any notice of default been received
                by DMR, DMRFS or H&W. To DMR's, DMRFS's and H&W's knowledge, all
                other parties to the H&W Contracts have performed or are
                performing all material obligations required to be performed by
                them and are not in default thereunder.

         8.10.  Labor Matters. The attached Schedule 8.10 sets forth, as of a
                date not more than twenty (20) days prior to the date this
                representation and warranty is given, a list of all employees of
                H&W and includes their position, current salary, and 1998 wage
                information for each person. Except as set forth on the attached
                Schedule 8.10 and except as are not material to the H&W
                Business; (i) to DMR's, DMRFS's and H&W's knowledge, H&W is and
                has at all times been in compliance with all applicable laws
                respecting employment and employment practices, terms and
                conditions of employment and wages and hours, including without
                limitation any such laws respecting employment discrimination
                and occupational safety and health requirements, and has not and
                is not engaged in any unfair labor practice; (ii) there is no
                unfair labor practice complaint against H&W pending or, to
                DMR's, DMRFS's or H&W's knowledge, threatened before the
                National Labor Relations Board or any other comparable
                Governmental Authority; (iii) there is no labor strike, dispute,
                slowdown or stoppage actually pending or, to DMR's, DMRFS's or
                H&W's knowledge, threatened against or directly affecting H&W;
                (iv) no collective bargaining agreement is binding and in force
                against H&W or is currently being negotiated by H&W; (v) H&W is
                not delinquent in payments to any person for any wages,
                salaries, commissions, bonuses or other direct or indirect
                compensation for any services performed by them or amounts
                required to be reimbursed to such persons, including without
                limitation any amounts due under any pension plan, welfare plan
                or compensation plan; and (vi) no current officer or key
                employee of H&W has expressed, either verbally or in writing, to
                H&W that he or she desires to terminate his or her employment
                with the company, other than such expressions which have since
                been retracted or resolved in light of a mutually agreeable
                resolution of the matter by H&W and such employee.

         8.11.  Intellectual Property Rights. Except as disclosed on the
                attached Schedule 8.11, H&W does not own or use any patents,
                trade names, service names, trademarks, service marks,
                copyrights, or any other intellectual or intangible property or
                applications therefor nor has H&W conducted business under any
                corporate, trade or fictitious name other than its current
                corporate name. There are no pending or, to DMR's, DMRFS's or
                H&W's knowledge, threatened claims of infringement upon the
                rights to any intellectual or intangible property of others or,
                except as set forth on the attached Schedule 8.11, any
                agreements or undertakings with respect to any such rights.

         8.12.  Hazardous Substances and Hazardous Wastes. Except as set forth
                on the attached Schedule 8.12:

                (a)        To DMR, DMRFS and H&W's knowledge, there is not now,
                           nor has there ever been, any disposal, release or
                           threatened release of Hazardous Materials (as defined
                           below) on, from or under properties now or ever
                           owned, leased or operated by or to H&W (the "H&W
                           Properties"). There has not been generated by or on
                           behalf of H&W any Hazardous Material, other than in
                           compliance with applicable law. No Hazardous Material
                           has been disposed of or allowed to be disposed of,
                           from, on or off any of the H&W Properties during the
                           period that H&W owned, leased or operated



                                      -12-
<PAGE>   14

                           the H&W Properties which may, to DMR's, DMRFS's or
                           H&W's knowledge, give rise to a clean-up
                           responsibility, personal injury liability or property
                           damage claim against H&W or either being named a
                           potentially responsible party for any such clean-up
                           costs, personal injuries or property damage or create
                           any cause of action by any third party against H&W.
                           For purposes of this subsection, the terms
                           "disposal," "release," and "threatened release" shall
                           have the definitions assigned thereto by the
                           Comprehensive Environmental Response, Compensation
                           and Liability Act of 1980, as amended, and the term
                           "Hazardous Material" means any hazardous or toxic
                           substance, material or waste or pollutants,
                           contaminants, gasoline, oil, diesel fuel, petroleum
                           products or fractions thereof, or asbestos containing
                           material which is or becomes regulated by any
                           Governmental Authority in any jurisdiction in which
                           any of the H&W Properties are located. The term
                           "Hazardous Material" also includes without limitation
                           any material or substance which is (i) defined as a
                           "hazardous waste" or a "hazardous substance" under
                           applicable law; (ii) designated as a "hazardous
                           substance" pursuant to Section 311 of the Federal
                           Water Pollution Control Act, (iii) defined as a
                           "hazardous waste" pursuant to Section 1004 of the
                           Federal Resource Conservation and Recovery Act, or
                           (iv) defined as a "hazardous substance" pursuant to
                           Section 101 of the Comprehensive Environmental
                           Response, Compensation and Liability Act of 1980, all
                           as amended.

                (b)        To DMR's, DMRFS's and H&W's knowledge, none of the
                           H&W Properties is (or with respect to previously
                           owned H&W Properties was at the time of disposition)
                           in violation of any law (or with respect to
                           previously owned H&W Properties, laws in effect at
                           the time of disposition) relating to the
                           environmental conditions on, under or about such H&W
                           Properties, including without limitation soil and
                           ground water condition, and there are (or at the time
                           of disposition were) no underground tanks or relating
                           piping, conduits or related structures. During the
                           period that H&W owned, leased or operated the H&W
                           Properties, to DMR's, DMRFS's and H&W's knowledge,
                           neither H&W nor any third party used, generated,
                           manufactured or stored on, under or about such H&W
                           Properties or transported to or from such H&W
                           Properties any Hazardous Materials except in
                           compliance with applicable law, and there has been no
                           litigation brought or to DMR's, DMRFS's or H&W's
                           knowledge, threatened against H&W or any settlement
                           reached by H&W with any third party or third parties
                           alleging the presence, disposal, release or
                           threatened release of any Hazardous Materials on,
                           from or under any of such H&W Properties.

                (c)        DMR, DMRFS and H&W have provided Bingham with true,
                           correct and complete copies of all environmental
                           review and assessment reports which DMR, DMRFS or H&W
                           has in its possession with respect to the H&W
                           Properties or any other parcel or real property ever
                           owned, leased or operated by H&W or any subsidiary,
                           affiliate or predecessor in interest of H&W.

         8.13.  Permits and Licenses. The attached Schedule 8.13 lists all
                material governmental franchises, permits, licenses or other
                authorizations held by H&W in connection with the H&W Business
                or H&W's properties (the "H&W Licenses"), true and complete
                copies of all of which have been made available to Bingham.
                Except as set forth on the attached Schedule 8.13, all of the
                H&W Licenses are in full force

                                      -13-
<PAGE>   15

                and effect and will not be affected in any material way by, and
                will continue to be in full force and effect after, the
                consummation of the transactions contemplated in this Agreement
                and the Attendant Documents. Except as set forth on the attached
                Schedule 8.13, H&W has obtained all permits, licenses,
                franchises and other authorizations necessary or reasonably
                desirable with respect to, and has complied with all laws
                applicable to, the operation of the H&W Business and the
                ownership, lease or use of H&W's properties, and H&W has not
                engaged in any activity which would cause revocation or
                suspension of any of the H&W Licenses. Except as set forth on
                the attached Schedule 8.13, to DMR, DMRFS and H&W's knowledge,
                no action or proceeding looking to or contemplating the
                revocation or suspension of any of the H&W Licenses is pending
                or threatened.

         8.14.  Compliance with Applicable Laws and Regulations. Except as set
                forth on the attached Schedule 8.14, to the knowledge of DMR,
                DMRFS and H&W, H&W has complied in all material respects with
                all laws, regulations, rules, orders, judgments, decrees and
                other requirements imposed by any Governmental Authority
                applicable to it in connection with the operation of the H&W
                Business or the ownership or use of H&W's properties.

         8.15.  Financial Information. Set forth on the attached Schedule 8.15
                are: (i) the audited balance sheet of H&W as of December 31,
                1998 (the "Most Recent Balance Sheet of H&W") and the related
                statements of income and expenses, retained earnings and cash
                flow, and notes thereto, for the year then ended, certified by
                DMR's regularly engaged certified public accountants
                (collectively, the "1998 H&W Financial Statements"); and (ii)
                the unaudited balance sheets of H&W as of March 31, 1999, April
                30, 1999 and May 31, 1999 and the related statements of income
                and expenses, retained earnings and cash flow for the months
                then ended (collectively, the "Subsequent Monthly H&W Financial
                Statements", and together with the 1998 H&W Financial
                Statements, the "H&W Financial Statements"). All of the H&W
                Financial Statements (i) are true, correct and complete in all
                material respects; (ii) have been prepared in accordance with
                generally accepted accounting principles applied consistently
                with all corresponding prior fiscal periods of H&W; and (iii)
                fairly present the financial condition, results of operation and
                cash flows of H&W as of the dates and for the periods indicated;
                subject, in the case of the Subsequent Monthly H&W Financial
                Statements only, to normal year-end adjustments consistent with
                past practices and the absence of footnotes (the "Missing H&W
                Adjustments/Footnotes"). Except to the extent disclosed on the
                attached Schedule 8.15, the Missing H&W Adjustments/Footnotes,
                if presented in the Subsequent Monthly H&W Financial Statements,
                would not differ materially from those included in the 1998 H&W
                Financial Statements. The H&W Financial Statements make
                substantially full and adequate provision for all obligations,
                liabilities or commitments, whether fixed or contingent, and
                doubtful accounts receivable of H&W. Bingham acknowledges that
                H&W prepares cash flow statements on a quarterly basis only, any
                other provision of this Agreement to the contrary
                notwithstanding.

         8.16.  No Undisclosed Liabilities. Except as and to the extent set
                forth on the attached Schedule 8.16 or reflected in the H&W
                Financial Statements, and except for liabilities incurred by H&W
                in connection with or with respect to the H&W Business in the
                ordinary course since the date of the Most Recent Balance Sheet
                of H&W, H&W has no debts, liabilities or obligations of any
                nature or kind (whether absolute, accrued, contingent,
                unliquidated or otherwise, whether due or to become due and
                regardless of when asserted) arising out of transactions entered
                into, at or prior to the Closing, or any action or inaction at
                or prior to the Closing

                                      -14-
<PAGE>   16

                or any state of facts existing at or prior to the Closing, which
                could, individually or in the aggregate, have a Material Adverse
                Effect on H&W. Except as set forth on the attached Schedule
                8.16, and except for changes in the prospects of the H&W
                Business or H&W caused by events (i) which concern, as a whole,
                either the economy of the United States or the economy of the
                industry in which H&W does business, and (ii) which are not
                particular to H&W, neither DMR, DMRFS nor H&W know of any
                existing, proposed or threatened change which could have a
                Material Adverse Effect on H&W.

                Except as and to the extent set forth on the attached Schedule
                8.16 or reflected in the pro forma July 2, 1999 balance sheet of
                H&W included as part of the attached Schedule 8.16, and except
                for commissions to be paid to H&W employees in the ordinary
                course of business consistent with past practice, H&W has no
                debts, liabilities or obligations of any nature or kind (whether
                absolute, accrued, contingent, unliquidated or otherwise,
                whether due or to become due and regardless of when asserted)
                arising out of transactions entered into, at or prior to the
                Closing, or any action or inaction at or prior to the Closing or
                any state of facts existing at or prior to the Closing, which
                could, individually or in the aggregate, have a Material Adverse
                Effect on H&W.

         8.17.  Millennium Compliance.

                (a)        H&W has (i) conducted a comprehensive review and
                           assessment of all areas of the H&W Business that
                           could be adversely affected by the "Year 2000
                           Problem" (that is, the risk that computer
                           applications may not be able to properly perform
                           date-sensitive functions after December 31, 1999),
                           (ii) developed a detailed plan for addressing the
                           Year 2000 Problem, and (iii) implemented that plan.
                           All computer applications that are material to the
                           H&W Business are able properly to perform
                           date-sensitive functions for all dates before and
                           after January 1, 2000 (i.e., are "Year 2000
                           Compliant").

                (b)        H&W has made inquiry of each of its key suppliers and
                           vendors with respect to the Year 2000 Problem and,
                           based on that inquiry, believes that each of them
                           will on a timely basis be Year 2000 Compliant, except
                           to the extent that their failure, individually or in
                           the aggregate, to be Year 2000 Compliant would not
                           have a Material Adverse Effect on H&W or the H&W
                           Business.

         8.18.  Non-Violative Agreement. Neither the execution and delivery of
                this Agreement or the Attendant Documents to which H&W is or
                will be a party nor the consummation of the transactions
                contemplated in this Agreement and the Attendant Documents will
                conflict with, result in the breach or violation of or
                constitute a default under the terms, conditions or provisions
                of H&W's Articles of Incorporation or Bylaws, both as amended,
                or any other agreement or instrument to which H&W is a party, or
                by which H&W may be bound or to which H&W may be subject.

         8.19.  Brokerage or Finder's Fee. Neither H&W, DMRFS nor DMR has
                engaged any broker or finder or incurred any liability for any
                brokerage fees, commissions or finder's fees in connection with
                the transactions contemplated in this Agreement.

         8.20.  Disclosure. No representation or warranty by DMR, DMRFS or H&W
                contained in this Agreement and no statement contained in any of
                the Attendant Documents

                                      -15-
<PAGE>   17

                to which DMR, DMRFS or H&W is or will be a party or any other
                certificate or instrument furnished or to be furnished pursuant
                to this Agreement or in connection with the transactions
                contemplated in this Agreement contains or will contain any
                untrue statement of a material fact, or omits or will omit to
                state a material fact, necessary in order to make any of the
                statements not misleading.

         8.21.  Capitalization; Ownership of Shares. The attached Schedule 8.21
                sets forth the number of authorized and the number of issued and
                outstanding shares of H&W Stock. DMRFS owns all of the H&W
                Shares free and clear of all Liens. All such issued shares have
                been duly authorized and validly issued, are fully paid and
                non-assessable and were issued by H&W without violating any
                applicable laws, rules, orders, judgments, decrees or other
                requirements imposed by any governmental authority. All holders
                of shares of H&W Stock have equal rights. Except as set forth on
                the attached Schedule 8.21, there are no preemptive or first
                refusal rights to purchase or otherwise acquire shares of H&W
                Stock pursuant to H&W's governing documents or agreement or
                otherwise. Except as set forth on the attached Schedule 8.21,
                there are no outstanding agreements, commitments, rights,
                options, warrants or claims of any nature whatsoever for the
                issuance, sale, purchase or redemption of any shares of H&W
                Stock or any other securities convertible into or exchangeable
                for such shares. On consummation of the transactions
                contemplated in this Agreement, Bingham will be the sole
                shareholder of H&W, and will acquire valid and marketable title
                to all issued and outstanding shares of H&W Stock, free and
                clear of all Liens, and no other person or entity will have any
                rights to purchase or otherwise acquire shares of H&W Stock.

         8.22.  Hart-Scott-Rodino Compliance. Pursuant to 16 CFR ss.802.20, no
                notification filing is required pursuant to the
                Hart-Scott-Rodino Anti-Trust Improvements Act of 1976 in
                connection with the transactions contemplated in this Agreement.

         8.23.  [intentionally omitted]

         8.24.  Recent Conduct of H&W Business; Interim Operations. Except as
                set forth on the attached Schedule 8.24, since the date of the
                Most Recent Balance Sheet of H&W, there has not been any
                Material Adverse Effect with respect to H&W. Except as set forth
                on the attached Schedule 8.24, since the date of the Most Recent
                Balance Sheet of H&W, DMR, DMRFS and H&W have caused the H&W
                Business to be conducted only in the ordinary course. Except as
                set forth on the attached Schedule 8.24, since the date of the
                Most Recent Balance Sheet of H&W, H&W has not, without the prior
                written consent of Bingham, which may be granted or withheld in
                Bingham's sole discretion:

                (a)        made or incurred any capital expenditures with
                           respect to the H&W Business in excess of Ten Thousand
                           Dollars ($10,000.00) in any one transaction or Fifty
                           Thousand Dollars ($50,000.00) in a series of similar
                           transactions;

                (b)        except in accordance with consistent prior practice
                           and in the ordinary course, made any change in the
                           rate of compensation, commission, bonus or other
                           direct or indirect remuneration payable or to become
                           payable to any current or former employee of H&W or
                           agent of H&W, or agreed or orally promised to pay,
                           conditionally or otherwise, any bonus, extra
                           compensation, pension or severance or vacation pay to
                           any H&W employee, former employee of H&W or agent of
                           H&W;

                                      -16-
<PAGE>   18

                (c)        sold or transferred any of the assets of the H&W
                           Business, other than inventories in the ordinary
                           course of business;

                (d)        terminated or materially amended any material
                           contract;

                (e)        subjected any of H&W's properties to, or permitted
                           any of H&W's properties to become subject to, any
                           Lien other than in the ordinary course of the H&W
                           Business;

                (f)        split, combined or reclassified its outstanding
                           capital stock, declared, set aside or paid any
                           dividend or distribution payable in cash, stock,
                           property or otherwise, or repurchased any shares of
                           its outstanding capital stock;

                (g)        issued, sold, pledged or disposed of any additional
                           shares of, or any options, warrants or rights of any
                           kind to acquire any shares of, its capital stock or
                           any debt or equity securities convertible into or
                           exchangeable for such capital stock;

                (h)        redeemed, purchased, acquired or offered to purchase
                           or acquire any shares of its capital stock or any
                           options, warrants or rights to acquire any of its
                           capital stock or any security convertible into or
                           exchangeable for its capital stock;

                (i)        assumed, incurred or become contingently liable with
                           respect to any indebtedness for borrowed money other
                           than borrowings in the ordinary course of business
                           (other than pursuant to credit facilities) or
                           borrowings under credit facilities existing as of the
                           date of this Agreement up to the existing borrowing
                           limit on the date of this Agreement; or

                (j)        entered into any agreement or commitment (other than
                           this Agreement or any arrangement provided for or
                           contemplated in this Agreement) to take any of the
                           types of action described in subsection (a) through
                           (i) of this Section 8.24.

         8.25.  Reorganization. H&W has not willfully taken or agreed to take
                any action, and neither H&W, DMRFS nor DMR have knowledge of any
                fact or circumstance, that would prevent the transactions
                contemplated in this Agreement from constituting a
                reorganization within the meaning of Section 368(a) of the Code.
                Except as set forth on the attached Schedule 8.25, other than
                the directors and officers of DMR, DMRFS and H&W, there are no
                "affiliates" of H&W, as that term is defined in Rule 144(a)
                promulgated under the '33 Act.

         8.26.  Knowledge. One or more of the persons listed on the attached
                Schedule 17.11(a) could reasonably be expected to have
                sufficient knowledge regarding the facts, matters and
                circumstances underlying each of the representations and
                warranties set forth in this Section 8 so as to be capable of
                ascertaining whether or not they are completely accurate. DMR,
                DMRFS and H&W have had access to, and have had sufficient time
                to review and consider, the Bingham Reports and all due
                diligence materials provided or otherwise made available to DMR
                or its representatives by or on behalf of Bingham. DMR, DMRFS
                and H&W have been afforded an opportunity to ask questions of
                and receive answers from representatives of Bingham concerning
                the terms and conditions of the transactions and matters
                described in the Bingham Reports or such due diligence

                                      -17-
<PAGE>   19

                materials and to obtain any additional information as DMR, DMRFS
                or H&W have identified in such documents that DMR, DMRFS or H&W
                have requested.

         8.27.  Certificate of Deposit. H&W is the sole and exclusive owner of a
                Certificate of Deposit issued by the Bank of Ann Arbor in the
                amount of Two Hundred Fifty Thousand Dollars ($250,000.00). H&W
                owns such Certificate of Deposit free and clear of any and all
                Liens.

9.       REPRESENTATIONS AND WARRANTIES CONCERNING DMR. DMR hereby represents,
         warrants and covenants the following to Bingham and H&W:

         9.1.   Good Standing and Authority. DMR is a corporation duly
                organized, validly existing and in good standing under the laws
                of the State of Michigan. DMR is duly qualified to do business
                as a foreign corporation and is in good standing in each
                jurisdiction in which it is required to be so qualified, except
                where the failure to be so qualified, individually or in the
                aggregate, would not have a Material Adverse Effect on DMR,
                DMRFS or H&W. All such jurisdictions are listed on the attached
                Schedule 9.1. DMR has the corporate power and authority to enter
                into this Agreement and the Attendant Documents to which it is
                or will be a party and to consummate the transactions
                contemplated in this Agreement and the Attendant Documents. This
                Agreement and all of the Attendant Documents to which DMR is or
                will be a party, and the consummation of the transactions
                contemplated in this Agreement, have been duly authorized and
                approved by all necessary and proper corporate action on the
                part of DMR. This Agreement, and all of the Attendant Documents
                to which DMR is or will be a party, when executed and delivered,
                will constitute legal, valid and binding obligations of DMR,
                enforceable against DMR in accordance with their respective
                terms. DMR is the sole shareholder of DMRFS and, indirectly, of
                H&W.

         9.2.   Consents, Approvals and Authorizations. Except for (i)
                [intentionally omitted], (ii) [intentionally omitted], (iii)
                [intentionally omitted], (iv) [intentionally omitted], and (v)
                the obtainment of those Consents listed on the attached Schedule
                9.2, no Consent is required on the part of DMR in connection
                with the valid execution and delivery of this Agreement and the
                Attendant Documents to which DMR is or will be a party or the
                consummation of the transactions contemplated in this Agreement
                and the Attendant Documents which, if not obtained or made, will
                result in a breach or violation of an agreement, lease,
                indenture or other instrument, or a judgment, decree, order,
                award, law, rule or regulation applicable to or affecting DMR,
                DMR's business or DMR's properties, except where the failure to
                obtain the same, individually or in the aggregate, would not
                have a Material Adverse Effect on DMR, DMRFS or H&W. All
                Consents listed on the attached Schedule 8.2 have been obtained
                and remain in full force and effect and all statutory waiting
                periods in respect thereof have expired.

         9.3.   Financial Information. Set forth on the attached Schedule 9.3
                are: (i) the audited, consolidated balance sheet of DMR as of
                December 31, 1998 and the related, consolidated statements of
                income and expenses, retained earnings and cash flow, and notes
                thereto, for the year then ended, certified by DMR's regularly
                engaged certified public accountants (collectively, the "1998
                DMR Financial Statements"); and (ii) the unaudited balance
                sheets of DMR as of March 31, 1999, April 30, 1999 and May 31,
                1999 and the related statements of income and expenses, retained
                earnings and cash flow for the months then ended (collectively,
                the "Subsequent Monthly DMR Financial Statements", and together
                with the 1998 DMR Financial Statements, the "DMR Financial
                Statements"). All of the DMR


                                      -18-
<PAGE>   20

                Financial Statements (i) are true, correct and complete in all
                material respects; (ii) have been prepared in accordance with
                generally accepted accounting principles applied consistently
                with all corresponding prior fiscal periods of DMR; and (iii)
                fairly present the financial condition, results of operation and
                cash flows of DMR as of the dates and for the periods indicated;
                subject, in the case of the Subsequent Monthly DMR Financial
                Statements only, to normal year-end adjustments consistent with
                past practices and the absence of footnotes (the "Missing DMR
                Adjustments/Footnotes"). Except to the extent disclosed on the
                attached Schedule 9.3, the Missing DMR Adjustments/Footnotes, if
                presented in the Subsequent Monthly DMR Financial Statements,
                would not differ materially from those included in the 1998 DMR
                Financial Statements. The DMR Financial Statements make
                substantially full and adequate provision for all obligations,
                liabilities or commitments, whether fixed or contingent, and
                doubtful accounts receivable of DMR. Bingham acknowledges that
                DMR prepares cash flow statements on a quarterly basis only, any
                other provision of this Agreement to the contrary
                notwithstanding.

         9.4.   Non-Violative Agreement. Neither the execution and delivery of
                this Agreement or the Attendant Documents to which DMR is or
                will be a party nor the consummation of the transactions
                contemplated in this Agreement and the Attendant Documents will
                conflict with, result in the breach or violation of or
                constitute a default under the terms, conditions or provisions
                of DMR's Articles of Incorporation or Bylaws, both as amended,
                or any other agreement or instrument to which DMR is a party, or
                by which DMR may be bound or to which DMR may be subject.

         9.5.   Brokerage or Finder's Fee. DMR has not engaged any broker or
                finder or incurred any liability for any brokerage fees,
                commissions or finder's fees in connection with the transactions
                contemplated in this Agreement.

         9.6.   Disclosure. No representation or warranty by DMR contained in
                this Agreement and no statement contained in any of the
                Attendant Documents to which DMR is or will be a party or any
                other certificate or instrument furnished or to be furnished
                pursuant to this Agreement or in connection with the
                transactions contemplated in this Agreement contains or will
                contain any untrue statement of a material fact, or omits or
                will omit to state a material fact, necessary in order to make
                any of the statements not misleading.

         9.7.   Hart-Scott-Rodino Compliance. Pursuant to 16 CFR ss.802.20, no
                notification filing is required pursuant to the
                Hart-Scott-Rodino Anti-Trust Improvements Act of 1976 in
                connection with the transactions contemplated in this Agreement.

         9.8.   Knowledge. One or more of the persons listed on the attached
                Schedule 17.11(a) could reasonably be expected to have
                sufficient knowledge regarding the facts, matters and
                circumstances underlying each of the representations and
                warranties set forth in this Section 9 so as to be capable of
                ascertaining whether or not they are completely accurate. DMR
                has had access to, and have had sufficient time to review and
                consider, the Bingham Reports and all due diligence materials
                provided or otherwise made available to DMR or its
                representatives by or on behalf of Bingham. DMR has been
                afforded an opportunity to ask questions of and receive answers
                from representatives of Bingham concerning the terms and
                conditions of the transactions and matters described in the
                Bingham Reports or such due diligence materials and to obtain
                any additional information as DMR has identified in such
                documents that DMR has requested.

                                      -19-
<PAGE>   21

         10.    REPRESENTATIONS AND WARRANTIES OF BINGHAM. Bingham hereby
                represents, warrants and covenants the following to DMR (for the
                purposes of the remainder of this Section 10 only, "Bingham"
                refers to Bingham and each of its subsidiaries, collectively,
                and "BFSC" refers to Bingham Financial Services Corporation,
                alone):

                10.1.      Good Standing and Authority. BFSC is a corporation
                           duly organized, validly existing and in good standing
                           under the laws of the State of Michigan. BFSC is duly
                           qualified to do business as a foreign corporation and
                           is in good standing in each jurisdiction in which it
                           is required to be so qualified, except where the
                           failure to be so qualified, individually or in the
                           aggregate, would not have a Material Adverse Effect
                           on Bingham. All such jurisdictions are listed on the
                           attached Schedule 10.1. BFSC has the corporate power
                           and authority to enter into this Agreement and the
                           Attendant Documents to which it is or will be a party
                           and to consummate the transactions contemplated in
                           this Agreement and the Attendant Documents. This
                           Agreement and all of the Attendant Documents to which
                           BFSC is or will be a party, and the consummation of
                           the transactions contemplated in this Agreement, have
                           been duly authorized and approved by all necessary
                           and proper corporate action on the part of BFSC. This
                           Agreement, and all of the Attendant Documents to
                           which BFSC is or will be a party, when executed and
                           delivered, will constitute legal, valid and binding
                           obligations of BFSC, enforceable against BFSC in
                           accordance with their respective terms, subject to
                           BFSC's Board of Directors approving this Agreement in
                           accordance with applicable law.

                10.2.      Consents, Approvals and Authorizations. Except for
                           (i) [intentionally omitted], (ii) [intentionally
                           omitted], (iii) [intentionally omitted], (iv)
                           [intentionally omitted], and (v) the obtainment of
                           those Consents listed on the attached Schedule 10.2,
                           no Consent is required on the part of Bingham in
                           connection with the valid execution and delivery of
                           this Agreement and the Attendant Documents to which
                           BFSC is or will be a party or the consummation of the
                           transactions contemplated in this Agreement and the
                           Attendant Documents which, if not obtained or made,
                           will result in a breach or violation of an agreement,
                           lease, indenture or other instrument, or a judgment,
                           decree, order, award, law, rule or regulation
                           applicable to or affecting Bingham, the Bingham
                           Business or Bingham's properties, except where the
                           failure to obtain the same, individually or in the
                           aggregate, would not have a Material Adverse Effect
                           on Bingham. All Consents listed on the attached
                           Schedule 10.2 have been obtained and remain in full
                           force and effect and all statutory waiting periods in
                           respect thereof have expired.

                10.3.      [intentionally omitted]

                10.4.      [intentionally omitted]

                10.5.      [intentionally omitted]

                10.6.      [intentionally omitted]

                10.7.      [intentionally omitted]

                10.8.      [intentionally omitted]

                10.9.      [intentionally omitted]

                                      -20-
<PAGE>   22

                10.10.     [intentionally omitted]

                10.11.     [intentionally omitted]

                10.12.     [intentionally omitted]

                10.13.     [intentionally omitted]

                10.14.     [intentionally omitted]

                10.15.     Financial Information. Set forth on the attached
                           Schedule 10.15 are: (i) the audited consolidated
                           balance sheet of BFSC and its subsidiaries as of
                           September 30, 1998 and the related statements of
                           income and expenses, retained earnings and cash flow,
                           and notes thereto, for the year then ended, certified
                           by BFSC's regularly engaged certified public
                           accountants (collectively, the "1998 Bingham
                           Financial Statements"); and (ii) the unaudited,
                           consolidated balance sheets of BFSC and its
                           subsidiaries as of October 31, 1998, November 30,
                           1998, December 31, 1998, January 31, 1999, February
                           28, 1999, March 31, 1999, April 30, 1999, and May 31,
                           1999 and the related statements of income and
                           expenses, retained earnings and cash flow for the
                           months then ended (collectively, the "Subsequent
                           Monthly Bingham Financial Statements", and together
                           with the 1998 Bingham Financial Statements, the
                           "Bingham Financial Statements"). All of the Bingham
                           Financial Statements (i) are true, correct and
                           complete in all material respects; (ii) have been
                           prepared in accordance with generally accepted
                           accounting principles applied consistently with all
                           corresponding prior fiscal periods of BFSC and its
                           subsidiaries; and (iii) fairly present the financial
                           condition, results of operation and cash flows of
                           BFSC and its subsidiaries as of the dates and for the
                           periods indicated; subject, in the case of the
                           Subsequent Monthly Bingham Financial Statements only,
                           to normal year-end adjustments consistent with past
                           practices and the absence of footnotes (the "Missing
                           Bingham Adjustments/Footnotes"). Except to the extent
                           disclosed on the attached Schedule 10.15, the Missing
                           Bingham Adjustments/Footnotes, if presented in the
                           Subsequent Monthly Bingham Financial Statements,
                           would not differ materially from those included in
                           the 1998 Bingham Financial Statements. The Bingham
                           Financial Statements make substantially full and
                           adequate provision for all obligations, liabilities
                           or commitments, whether fixed or contingent, and
                           doubtful accounts receivable of BFSC and its
                           subsidiaries. DMR, DMRFS and H&W acknowledge that
                           BFSC prepares cash flow statements on a quarterly
                           basis only, any other provision of this Agreement to
                           the contrary notwithstanding.

                10.16.     [intentionally omitted]

                10.17.     [intentionally omitted]

                10.18.     Non-Violative Agreement. Neither the execution and
                           delivery of this Agreement or the Attendant Documents
                           to which BFSC is or will be a party nor the
                           consummation of the transactions contemplated in this
                           Agreement and the Attendant Documents will conflict
                           with, result in the breach or violation of or
                           constitute a default under the terms, conditions or
                           provisions of BFSC's Articles of Incorporation or
                           Bylaws, both as amended, or any other agreement or
                           instrument to which Bingham is a party, or by which
                           Bingham may be bound or to which Bingham may be
                           subject.

                                      -21-
<PAGE>   23

                10.19.     Brokerage or Finder's Fee. Bingham has not engaged
                           any broker or finder or incurred any liability for
                           any brokerage fees, commissions or finder's fees in
                           connection with the transactions contemplated in this
                           Agreement.

                10.20.     Disclosure. No representation or warranty by Bingham
                           contained in this Agreement and no statement
                           contained in any of the Attendant Documents to which
                           BFSC is or will be a party or any other certificate
                           or instrument furnished or to be furnished pursuant
                           to this Agreement or in connection with the
                           transactions contemplated in this Agreement contains
                           or will contain any untrue statement of a material
                           fact, or omits or will omit to state a material fact,
                           necessary in order to make any of the statements not
                           misleading.

                10.21.     [intentionally omitted]

                10.22.     [intentionally omitted]

                10.23.     [intentionally omitted]

                10.24.     [intentionally omitted]

                10.25.     [intentionally omitted]

                10.26.     Knowledge. One or more of the persons listed on the
                           attached Schedule 17.11(b) could reasonably be
                           expected to have sufficient knowledge regarding the
                           facts, matters and circumstances underlying each of
                           the representations and warranties set forth in this
                           Section 10 so as to be capable of ascertaining
                           whether or not they are completely accurate. Bingham
                           has had access to, and has had sufficient time to
                           review and consider, all due diligence materials
                           provided or otherwise made available to Bingham or
                           its representatives by or on behalf of DMR. Bingham
                           has been afforded an opportunity to ask questions of
                           and receive answers from representatives of DMR
                           concerning the terms and conditions of the
                           transactions and matters described in such due
                           diligence materials and to obtain any additional
                           information as DMR or Bingham have identified in such
                           documents that DMR or Bingham have requested.

                10.27.     Consideration Shares. Subject to obtaining the
                           Consents referenced in Section 10.2 above, and
                           assuming performance by DMR, DMRFS and H&W of their
                           obligations under this Agreement, as of the date of
                           issuance, all of the shares of Bingham Common Stock
                           to be issued pursuant to this Agreement will have
                           been duly authorized, will be validly issued, will be
                           fully paid and non-assessable, and will have been
                           issued by BFSC without violating any applicable laws,
                           rules, orders, judgments, decrees or other
                           requirements imposed by any governmental authority.

                10.28.     Reports and Financial Statements. Since November,
                           1997, BFSC has filed with the SEC all forms,
                           statements, reports and documents (including all
                           exhibits, post effective amendments and supplements
                           thereto) required to be filed by it under each of the
                           '33 Act, the '34 Act and the respective rules and
                           regulations thereunder, all of which, as amended if
                           applicable, complied when filed in all material
                           respects with all applicable requirements o the
                           appropriate act and the rules and regulations
                           thereunder. No subsidiary of BFSC is required to file
                           any form, report or other document with the SEC. BFSC
                           has previously made available to DMR, DMRFS and H&W,
                           via its EDGAR filings where available, copies
                           (including all exhibits, post effective amendments
                           and supplements

                                      -22-
<PAGE>   24

                           thereto) of its (a) Annual Reports on Form 10K for
                           the year ended September 30, 1998, as filed with the
                           SEC, and (b) all other reports, including quarterly
                           reports, and registration statements filed by BFSC
                           with the SEC since November, 1997 (the documents
                           referred to in clauses (a) and (b) are collectively
                           referred to as the Bingham SEC Reports"). As of the
                           date of this Agreement, the Bingham SEC Reports taken
                           as a whole do not contain any 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, in the light of the
                           circumstances under which they were made, not
                           misleading.

         11.    ADDITIONAL AGREEMENTS.

                11.1.      Regulatory and Other Matters.

                           (a)      [intentionally omitted]

                           (b)      The Parties shall cooperate with each other
                                    and use commercially reasonable efforts to
                                    prepare and file promptly all necessary
                                    documentation to effect or obtain as
                                    promptly as practicable all Consents
                                    described, in the case of DMR, DMRFS and
                                    H&W, in Sections 7.2, 8.2 and 9.2 above, and
                                    in the case of Bingham, in Section 10.2
                                    above, and the Parties shall keep each other
                                    apprised of the status of matters relating
                                    to completion of the transactions
                                    contemplated herein.

                           (c)      If and to the extent required by applicable
                                    law, at any time after the Closing Date,
                                    DMRFS and DMR (and each Recipient (defined
                                    in Section 15.7(a) below)) shall, on
                                    Bingham's request, reasonably cooperate with
                                    the Regulator (defined below) and Bingham,
                                    and cause their respective affiliates to
                                    reasonably cooperate with the Regulator and
                                    Bingham, in connection with Bingham's
                                    efforts to establish a thrift, bank or other
                                    regulated financial institution, and shall
                                    promptly prepare and file, and shall cause
                                    their respective affiliates to promptly
                                    prepare and file, any and all information
                                    filings with the Regulator (i) which (A) are
                                    required as a result of or in connection
                                    with the transactions contemplated in this
                                    Agreement, or (B) are required on the part
                                    of DMR, DMRFS, any Recipient, or any of
                                    their affiliates in connection with
                                    Bingham's efforts to establish a thrift,
                                    bank or other regulated financial
                                    institution, and (ii) which are specifically
                                    requested by Bingham. If and to the extent
                                    required by applicable law, after the
                                    Closing Date, Bingham shall use commercially
                                    reasonable efforts to cause its affiliates
                                    (other than DMR, DMRFS and the Recipients)
                                    to reasonably cooperate with the Regulator
                                    with respect to, and to prepare and file any
                                    and all information filings with the
                                    Regulator which are required as a result of
                                    or in connection with, the transactions
                                    contemplated in this Agreement or Bingham's
                                    efforts to establish a thrift, bank or other
                                    regulated financial institution; provided,
                                    however, that nothing in this Section
                                    11.1(c) shall in any way obligate Bingham to
                                    proceed with the establishment of a thrift,
                                    bank or other regulated financial
                                    institution. For purposes of this Agreement,
                                    the term "Regulator" means the Office of
                                    Thrift Supervision or other applicable
                                    governmental agency or other body having
                                    regulatory authority over thrifts, banks or
                                    other regulated financial institutions.

                11.2.      [intentionally omitted]

                                      -23-
<PAGE>   25

                11.3.      [intentionally omitted]

                11.4.      [intentionally omitted]

                11.5.      [intentionally omitted]

                11.6.      Tax Matters. Bingham shall use commercially
                           reasonable efforts to cause the historic business of
                           H&W to be continued or a significant portion of the
                           historic business assets of H&W to be used in a trade
                           or business, in a manner sufficient to comply with
                           the continuity of business enterprise requirements
                           set forth in Treasury Regulation 1.368-1(d) under
                           Section 368 of the Code.

                11.7.      Employee Benefits, Insurance and Related Matters.
                           Effective as of the Closing Date, DMR shall cause all
                           employees of H&W to be fully vested in their total
                           account balance under the Detroit Mortgage and Realty
                           Company and Subsidiaries' Employees' Profit Sharing
                           Plan (the "401(k) Plan"). Each employee of H&W
                           ("Employee") who has one or more loans outstanding
                           from the 401(k) Plan shall be permitted to continue
                           repayment of such loans in accordance with the loan
                           terms until the earliest of the date such Employee
                           fails to make any loan repayment properly and timely,
                           the date such Employee's employment with H&W or
                           Bingham (or any successor thereto) terminates, the
                           date as of which there is otherwise a default with
                           respect to such loan or the date as of which the
                           401(k) Plan terminates. DMR shall cause to be
                           prepared and executed any plan amendments and shall
                           take all other actions necessary to provide for the
                           foregoing vesting and loan repayment. DMR shall
                           retain, bear and discharge all liabilities, and
                           purchaser shall not assume any liability whatsoever,
                           with respect to DMR's and DMRFS's employee benefit
                           plans. DMR and its and DMRFS's employee benefit plans
                           that are welfare plans shall retain, bear and
                           discharge all liabilities with respect to (i) the
                           provision of retiree and all other post employment
                           benefits (including COBRA) and (ii) all incurred but
                           not reported claims under the employee benefit plans
                           provided to DMR's and DMRFS's employees prior to the
                           Closing Date.


         12.    SURVIVAL. The representations and warranties set forth in the
                following Sections shall survive for the time periods indicated:

                           Section                       Time Period

                           7.1 (first, fourth,           indefinitely
                           fifth and sixth sentences
                           only), 7.19, 7.22, 7.26

                           7.15, 7.18, 7.20, 7.25        through the Second
                                                         Quarter Filing Date
                                                         (defined below)

                           7.1 (except for the first,    one (1) year after
                           fourth, fifth and sixth       the Closing Date
                           sentences), 7.2

                           8.1 (first, fourth, fifth     indefinitely
                           and sixth sentences only),
                           8.5, 8.19, 8.21, 8.22, 8.26


                                    -24-
<PAGE>   26

                           8.3, 8.4, 8.7, 8.9, 8.11,     through the Second
                           8.13. 8.15, 8.16, 8.18,       Quarter Filing Date
                           8.20, 8.24, 8.25

                           8.6, 8.8, 8.10, 8.14          the applicable
                                                         statute of
                                                         limitations period,
                                                         or, if there is no
                                                         such applicable
                                                         period, three (3)
                                                         years after the
                                                         Closing Date

                           8.1 (except for the first,    one (1) year after
                           fourth, fifth and sixth       the Closing Date
                           sentences), 8.2, 8.12, 8.17

                           9.1 (first, fourth, fifth     indefinitely
                           and sixth sentences only),
                           9.5, 9.7, 9.8

                           9.3, 9.4, 9.6                 through the Second
                                                         Quarter Filing Date
                                                         (defined below)

                           9.1 (except for the first,    one (1) year after
                           fourth, fifth and sixth       the Closing Date
                           sentences), 9.2

                           10.1 (first, fourth, fifth    indefinitely
                           and sixth sentences only),
                           10.19, 10.26, 10.27

                           10.15, 10.18, 10.20           through the Second
                                                         Quarter Filing Date

                           10.1 (except for the first,   one (1) year after
                           fourth, fifth and sixth       the Closing Date
                           sentences), 10.2

                For the purposes of this Agreement, the term "Second Quarter
                Filing Date" means the date on which Bingham files a 10-Q or a
                10-K, as is appropriate pursuant to the '34 Act, for its
                second (2nd) complete fiscal quarter following the Closing
                Date. By way of example only, and assuming that the Closing
                Date is July 31, 1999, the Second Quarter Filing Date would be
                the date on which Bingham files a 10-Q for its fiscal quarter
                ending March 31, 2000.

         13.    CONDITIONS TO CLOSING

                13.1.      [intentionally omitted]

                13.2.      [intentionally omitted]

                13.3.      [intentionally omitted]

         14.    CLOSING

                14.1.      Closing. The date on which the Closing the closing
                           (the "Closing") of the transactions contemplated in
                           this Agreement occurs is referred to in this
                           Agreement as the "Closing Date."

                                      -25-
<PAGE>   27

         14.2.  Documents to Be Delivered at Closing by DMR. In connection with
                the Closing, DMR, DMRFS and H&W have properly executed (if
                necessary) and delivered to Bingham, or cause to be executed and
                delivered to Bingham, the following:

                (a)        Covenants Not to Compete (the "Covenants"), executed
                           by each of DMR, DMRFS and Daniel D. Armistead in
                           favor of Bingham and H&W, the terms of which shall be
                           mutually acceptable to the parties involved.

                (b)        [intentionally omitted]

                (c)        [intentionally omitted]

                (d)        A Shareholders Agreement (the "Shareholders
                           Agreement"), the form of which is attached to this
                           Agreement as Exhibit "D".

                (e)        An opinion of Timmis & Inman, L.L.P., counsel to DMR,
                           DMRFS and H&W, addressed to Bingham and H&W, the form
                           of which shall be reasonably acceptable to DMR's
                           counsel, Bingham and Bingham's counsel.

                (f)        Copies of DMR's, DMRFS's and H&W's Articles of
                           Incorporation, certified by the Michigan Department
                           of Consumer and Industry Services, and Certificates
                           of Good Standing (or analogous documents) for DMR,
                           DMRFS and H&W issued by the Michigan Department of
                           Consumer and Industry Services and each and every
                           other state in which H&W is authorized to do
                           business. All such documents shall be dated not
                           earlier then ten (10) days prior to the Closing Date.

                (g)        A copy of DMR's, DMRFS's and H&W's respective bylaws
                           and a copy of the resolutions of DMR's and DMRFS's
                           respective Boards of Directors approving the
                           transactions contemplated in this Agreement, and a
                           certificate, executed by an officer of DMR and of
                           DMRFS, to the effect that, as of the Closing Date,
                           such bylaws and minutes or resolutions are true,
                           complete and correct, have not be altered or repealed
                           and are in full force and effect.

                (h)        One or more properly completed assignments separate
                           from certificate in respect of all of the H&W Shares,
                           in form and content reasonably acceptable to Bingham
                           (collectively, the "Assignments"), a fully completed
                           and executed Lockup Agreement (the "Lockup
                           Agreement"), the form of which is attached to this
                           Agreement as Exhibit "A" and all of the H&W Shares;
                           provided, however, that the H&W Shares shall be
                           deemed to be transferred as of July 2, 1999.

                (i)        Verification, reasonably acceptable to Bingham, that
                           the licenses (or re-licenses) and Consents described
                           in Section 11.1(b) above have been obtained.

                (j)        [intentionally omitted]

         14.3.  Documents to be Delivered at Closing by Bingham. At the Closing,
                Bingham shall properly execute (if necessary) and deliver to
                DMRFS or other indicated person or entity, as the case may be,
                or cause to be executed and delivered to DMRFS or other
                indicated person or entity, as the case may be, the following:



                                      -26-
<PAGE>   28

                           (a)        The shares of Bingham Common Stock
                                      contemplated in Section 6.1 above.

                           (b)        The Covenants.

                           (c)        [intentionally omitted]

                           (d)        The Shareholders Agreement.

                           (e)        An opinion of Jaffe, Raitt, Heuer & Weiss,
                                      Professional Corporation, counsel to
                                      Bingham, addressed to DMR, the form of
                                      which shall be reasonably acceptable to
                                      Bingham's counsel, DMR and DMR's counsel.

                           (f)        Copies of Bingham's Articles of
                                      Incorporation, certified by the Michigan
                                      Department of Consumer and Industry
                                      Services, and Certificates of Good
                                      Standing for Bingham issued by the
                                      Michigan Department of Consumer and
                                      Industry Services. All such documents
                                      shall be dated not earlier then ten (10)
                                      days prior to the Closing Date.

                           (g)        A copy of Bingham's bylaws and a copy of
                                      the resolutions of its Board of Directors
                                      approving the transactions contemplated in
                                      this Agreement, and a certificate,
                                      executed by an officer of Bingham, to the
                                      effect that, as of the Closing Date, such
                                      bylaws and minutes or resolutions are
                                      true, complete and correct, have not be
                                      altered or repealed and are in full force
                                      and effect.

                           (h)        [intentionally omitted]

                           (i)        [intentionally omitted]

         15.    INDEMNIFICATION

                15.1.      Indemnification of Bingham. DMR and DMRFS hereby
                           agree to jointly and severally indemnify, defend and
                           hold harmless Bingham, H&W, and their respective
                           officers, directors, shareholders, employees,
                           independent contractors, agents, successors and
                           assigns (collectively, the "Bingham Parties") from
                           and against any and all liabilities, losses, costs or
                           expenses which any of the Bingham Parties may suffer
                           or for which any of the Bingham Parties may become
                           liable and which are based on, are the result of,
                           arise out of or are otherwise related to any of the
                           following:

                           (a)      any inaccuracy or misrepresentation, or
                                    breach of any representation or warranty of
                                    DMR, DMRFS or H&W contained in this
                                    Agreement, any of the Attendant Documents or
                                    any certificate, schedule, list or other
                                    instrument to be furnished by DMR, DMRFS or
                                    H&W to, or which DMR, DMRFS or H&W cause to
                                    be furnished to, Bingham pursuant to this
                                    Agreement or any of the Attendant Documents;
                                    provided, however, that no Bingham Party
                                    shall be entitled to claim indemnification
                                    under this Section 15.1(a) based on a breach
                                    of any representation or warranty in Section
                                    8.16 above if the basis of such breach is
                                    the express subject matter of another
                                    representation or warranty set forth
                                    elsewhere in Sections 7 or 8 above,
                                    respectively, and the basis for the breach
                                    of Section 8.16 above does not also
                                    constitute a breach of such other
                                    representation or warranty;

                                      -27-
<PAGE>   29

                           (b)      any breach or failure of DMR, DMRFS or H&W
                                    to perform any covenant or agreement
                                    required to be performed by any of them
                                    pursuant to this Agreement or any of the
                                    Attendant Documents;

                           (c)      the assertion of any claim, cause of action
                                    or similar right by any actual or alleged
                                    shareholder of H&W, or any person holding or
                                    allegedly holding an option or otherwise
                                    having a right to purchase or acquire shares
                                    of the capital stock of H&W, against any of
                                    the Bingham Parties, asserting that he, she
                                    or it has an actual or contingent equity
                                    interest in H&W;

                           (d)      the assertion of any claim, cause of action
                                    or similar right that Bingham is liable for
                                    the debts, liabilities and obligations of
                                    H&W on a "piercing the corporate veil"
                                    theory, in light of DMR's and DMRFS's
                                    failure to follow corporate formalities with
                                    respect to such subsidiaries prior to the
                                    Closing Date;

                           (e)      any delinquencies prior to the Closing Date
                                    with respect to H&W's loan servicing
                                    portfolio, other than loss of servicing
                                    income resulting from any such
                                    delinquencies;

                           (f)      any and all Taxes for which DMR, DMRFS or
                                    H&W is liable in respect of any period of
                                    time prior to the Closing Date and which
                                    were to have been paid prior to the Closing
                                    Date (other than those which have been
                                    accrued as liabilities on the H&W Financial
                                    Statements), and any and all interest, fines
                                    or other charges or amounts assessed in
                                    connection with any failure to pay any Taxes
                                    for which DMR, DMRFS or H&W is or is
                                    potentially responsible in respect of any
                                    period of time prior to the Closing Date and
                                    which were to have been paid prior to the
                                    Closing Date;

                           (g)      [intentionally omitted]; or

                           (h)      any and all actions, suits, proceedings,
                                    demands, assessments, judgments, costs and
                                    expenses, including reasonable attorneys'
                                    and consultants' fees (collectively,
                                    "Related Expenses"), incident to any of the
                                    foregoing.

                15.2.      Indemnification of DMR. Bingham hereby agrees to
                           indemnify, defend and hold harmless DMR and its
                           successors and assigns (collectively, the "DMR
                           Parties") from and against any and all liabilities,
                           losses, costs or expenses which any of the DMR
                           Parties may suffer or for which any of the DMR
                           Parties may become liable and which are based on, the
                           result of, arise out of or are otherwise related to
                           any of the following:

                           (a)      any inaccuracy or misrepresentation in, or
                                    breach of any representation or warranty of
                                    Bingham contained in this Agreement, any of
                                    the Attendant Documents or any certificate,
                                    schedule, list or other instrument to be
                                    furnished by Bingham to DMR pursuant to this
                                    Agreement or any of the Attendant Documents;
                                    provided, however, that no DMR Party shall
                                    be entitled to claim indemnification under
                                    this Section 15.2(a) based on a breach of
                                    any representation or warranty in Section
                                    10.16 above if the basis of such breach is
                                    the express subject matter of another
                                    representation or warranty set forth
                                    elsewhere in Section 10 above, and the basis
                                    for the breach of Section 10.16 above does
                                    not also constitute a breach of such other
                                    representation or warranty;

                                      -28-
<PAGE>   30

                           (b)      any breach or failure of Bingham to perform
                                    any covenant or agreement required to be
                                    performed by Bingham pursuant to this
                                    Agreement or any of the Attendant Documents;
                                    and

                           (c)      any and all Related Expenses incident to any
                                    of the foregoing.

                15.3.      Assignment of Claims. Each Party agrees that on
                           satisfaction of the obligation to indemnify under
                           this Section 15, and in consideration of such
                           obligation, it will assign to the Party or Parties
                           making such payment or giving such credit any and all
                           claims, causes of action and demands of whatever kind
                           and nature which such indemnified Party may have
                           against any person, firm or other entity giving rise
                           to such indemnified loss, and to reasonably cooperate
                           in any efforts to recover therefrom.

                15.4.      [intentionally omitted]

                15.5.      Remedies Exclusive. Except for specific performance,
                           injunctive relief, recoveries for claims of fraud
                           and/or claims under federal or state securities laws,
                           indemnification pursuant to this Section 15 shall be
                           the sole remedy available to the Parties for the
                           indemnifiable subject matters. No provision of this
                           Agreement shall constitute a waiver by any Party of
                           any claims under the federal or state securities laws
                           which he, she or it may have in respect of the
                           transactions contemplated in this Agreement.

                15.6.      [intentionally omitted]

                15.7.      No Distribution of Shares and Related Matters.

                           (a)      Any provision of this Agreement to the
                                    contrary notwithstanding, in no event shall
                                    DMR or DMRFS distribute (whether in
                                    liquidation and dissolution or otherwise),
                                    assign, convey or otherwise transfer, in any
                                    manner whatsoever, to any or all of its
                                    shareholders, all of any portion of the
                                    shares of Bingham Common Stock issued or to
                                    be issued to DMRFS pursuant to this
                                    Agreement, unless (i) each shareholder
                                    actually receiving any such shares (each, a
                                    "Recipient") agrees, in a writing reasonably
                                    acceptable to Bingham, to be bound by and
                                    subject to the terms of this Agreement, the
                                    Shareholders Agreement and the Lockup
                                    Agreement (collectively, the "Material
                                    Agreements"), as and to the same extent as
                                    DMRFS (provided, however, that each
                                    Recipient other than DMR shall be liable
                                    under this Agreement only in respect of
                                    Section 11.1(c) above); (ii) DMR and DMRFS
                                    shall remain liable under and subject to the
                                    Material Agreements; and (iii) each
                                    Recipient other than DMR executes and
                                    delivers to Bingham and H&W a limited,
                                    durable power of attorney, which shall be
                                    reasonably acceptable to Bingham in form and
                                    content, appointing one of the shareholders
                                    of DMR (who shall be reasonably acceptable
                                    to Bingham, except that in the case of the
                                    liquidation and dissolution of DMR, the
                                    trustee of the liquidating trust may be
                                    named instead) as his, her or its
                                    attorney-in-fact (which attorney-in-fact
                                    shall be the same for all Recipients) (the
                                    "Shareholder Representative"), to take any
                                    and all actions, to make any and all
                                    decisions, and to execute and any all
                                    documents, required under, contemplated in,
                                    or which are or become necessary, proper,
                                    convenient or desirable in connection with,
                                    the Material Agreements, for and on behalf
                                    of such Recipient. In that event:


                                      -29-
<PAGE>   31

                                    (i)   For all purposes relevant to the
                                          Material Agreements, Bingham, H&W, and
                                          all other parties to any of the
                                          Material Agreements may deal
                                          exclusively with the Shareholder
                                          Representative, and shall have no
                                          obligation whatsoever to deal with any
                                          Recipient, with respect to all matters
                                          in respect of any of the Material
                                          Agreements;

                                    (ii)  Any and all rights which a Recipient
                                          may be entitled to exercise under or
                                          in connection with any of the Material
                                          Agreements must be exercised by the
                                          Shareholder Representative, on behalf
                                          of all of the Recipients, acting as a
                                          collective group; and

                                    (iii) [intentionally omitted]

                                    Except to the extent expressly contemplated
                                    in the Shareholders Agreement and the Lockup
                                    Agreement, the interests, rights and
                                    obligations of the Recipients under the
                                    Material Agreements may not be transferred
                                    except by will, the laws of descent and
                                    distribution or by other operation of law,
                                    any other provision of this Agreement to the
                                    contrary notwithstanding.

                           (b)      Notwithstanding Section 15.7(a) above,
                                    Bingham will not require shareholders of DMR
                                    other than those identified on the attached
                                    Schedule 15.7(b)-1 to agree to be bound by
                                    and subject to the Shareholders Agreement
                                    (but any shareholder may do so, if he, she
                                    or it so desires), but all shareholders must
                                    agree to be bound by and subject to this
                                    Agreement and the Lockup Agreement, as
                                    provided in Section 15.7(a) above. As a
                                    condition precedent to the distribution of
                                    any of the shares of Bingham Common Stock
                                    issued or to be issued to DMRFS pursuant to
                                    this Agreement, each of the shareholders
                                    identified on the attached Schedule
                                    15.7(b)-1 shall have executed the
                                    Shareholders Agreement. DMR hereby covenants
                                    and agrees that if any of the shares of
                                    Bingham Common Stock issued or to be issued
                                    to DMRFS pursuant to this Agreement are
                                    distributed to its shareholders as provided
                                    above, each of the shareholders identified
                                    on the attached Schedule 15.7(b)-2 will
                                    receive the number of shares of Bingham
                                    Common Stock identified opposite his, her or
                                    its name on the attached Schedule 15.7(b)-2.


                15.8.      No Right of Contribution. DMR and DMRFS shall not
                           have, and they hereby waive, any right of
                           contribution or similar right against H&W in respect
                           of this Agreement or any of the Attendant Documents.

         16.    [intentionally omitted]

         17.    MISCELLANEOUS

                17.1.      [intentionally omitted]

                17.2.      Expenses; Broker Fees.

                           (a)      Expenses. Except to the extent expressly as
                                    provided elsewhere in this Agreement,
                                    Bingham shall be responsible for and shall
                                    pay all legal fees, accounting fees, due
                                    diligence costs and other expenses incurred
                                    by it in connection with the negotiation and
                                    preparation of this Agreement, and the
                                    consummation of the transactions
                                    contemplated in this Agreement and the




                                      -30-
<PAGE>   32

                                    Attendant Documents. Except to the extent
                                    expressly provided elsewhere in this
                                    Agreement, DMR shall be responsible for and
                                    shall pay all legal fees, accounting fees,
                                    due diligence costs and other expenses
                                    incurred by DMRFS, H&W or it, or for which
                                    DMRFS, H&W or it is responsible, in
                                    connection with the negotiation and
                                    preparation of this Agreement, the
                                    preparation and filing of any and all
                                    information filings with the Regulator which
                                    are required of it as a result of or in
                                    connection with the transactions
                                    contemplated in this Agreement, or the
                                    consummation of the transactions
                                    contemplated in this Agreement and the
                                    Attendant Documents, and DMR shall reimburse
                                    H&W for all such fees, costs and expenses.

                           (b)      Exceptions. Notwithstanding Section 17.2(a)
                                    above:

                                    (i)   DMR shall be responsible for and shall
                                          pay the first Twenty Five Thousand
                                          Dollars ($25,000) in legal fees
                                          Bingham incurs in connection with (A)
                                          the negotiation and the preparation of
                                          this Agreement and the Attendant
                                          Documents, (B) the negotiation and the
                                          preparation of the loan documents
                                          being prepared in connection with the
                                          financing of the transactions
                                          contemplated in this Agreement (the
                                          "Loan Documents"), and (C) the
                                          consummation of the transactions
                                          contemplated in this Agreement, the
                                          Attendant Documents and the Loan
                                          Documents.

                                    (ii)  DMR shall be responsible for and shall
                                          pay (and to the extent paid by H&W,
                                          shall reimburse H&W for) all fees and
                                          other amounts due McDonald Investments
                                          Inc. in connection with the
                                          transactions contemplated in this
                                          Agreement.

                                    (iii) [intentionally omitted]

                17.3.      Notices. Any notice, election, demand, request,
                           consent, approval, concurrence or other communication
                           (collectively, a "notice") given or made under any
                           provision of this Agreement shall be deemed to have
                           been sufficiently given or made for all purposes only
                           if it is in writing and it is: (a) delivered
                           personally to the party to whom it is directed; (b)
                           sent by first class mail or overnight express mail,
                           postage and charges prepaid, addressed to the party
                           to whom it is directed, at his, her or its address
                           set forth below; or (c) telecopied to the party to
                           whom it is directed, at his, her or its address set
                           forth below:


<TABLE>
<CAPTION>
<S>                        <C>                                         <C>
                           If to DMR or DMRFS:                         With a required copy to:

                           Detroit Mortgage and Realty Company         Timmis & Inman, L.L.P.
                           33045 Hamilton Court West                   300 Talon Centre
                           Farmington Hills, Michigan 48334            Detroit, Michigan 48207
                           Attn: Daniel D. Armistead                   Attn:  Henry J. Brennan III
                           FAX (248) 488-1510                          FAX (313) 396-4228
</TABLE>

                                      -31-
<PAGE>   33

<TABLE>
<CAPTION>
<S>                        <C>                                         <C>
                           If to Bingham or H&W:                       With a required copy to:


                           Bingham Financial Services                  Jaffe, Raitt, Heuer & Weiss,
                           Corporation                                 Professional Corporation
                           260 East Brown Street, Suite 200            One Woodward Avenue, Suite 2400
                           Birmingham, Michigan 48009                  Detroit, MI  48226
                           Attention:  Gary A. Shiffman                Attention:  Peter Sugar
                           FAX (248) 932-3072                          FAX (313) 961-8358
</TABLE>

                           Unless any other provision of this Agreement
                           expressly provides to the contrary, any notice:

                                    (i)   given or made in the manner indicated
                                          in Section 17.3(a) above shall be
                                          deemed to have been given or made on
                                          the day on which such notice was
                                          actually delivered to an adult
                                          residing or employed at the address of
                                          the intended recipient, but if such
                                          day was not a business day, such
                                          notice shall be deemed to have been
                                          given or made on the first business
                                          day following such day;

                                    (ii)  given or made in the manner indicated
                                          in this Section 17.3(b) shall be
                                          deemed to have been given or made on
                                          the third (3rd) business day after the
                                          day on which it was deposited in a
                                          regularly maintained receptacle for
                                          the deposit of the United States'
                                          mail, or in the case of overnight
                                          express mail, on the business day
                                          immediately following the day on which
                                          it was deposited in a regularly
                                          maintained receptacle for the deposit
                                          of overnight express mail, provided
                                          that the notice is subsequently
                                          delivered by the U.S. Post Office or
                                          the courier service to the designated
                                          address in the ordinary course of
                                          business; and

                                    (iii) given or made in the manner indicated
                                          in this Section 17.3(c) above shall be
                                          deemed to have been given or made on
                                          receipt by the transmitting party of
                                          printed confirmation that the
                                          transmission was received, provided
                                          that if the transmission occurs after
                                          4:30 p.m. EST or EDT (as appropriate)
                                          or on a non-business day, the notice
                                          shall be deemed to have been given or
                                          made on the first business day to
                                          follow such transmission.

                           Notwithstanding the immediately preceding sentence,
                           if the intended recipient actually receives a notice
                           before the date on which such notice is deemed to
                           have been given or made, as specified above, the date
                           of actual receipt shall be the date on which such
                           notice is deemed to have been given or made for the
                           purposes of this Agreement.

                17.4.      Change of Address. Any Party may change his, her or
                           its address for purposes of this Agreement by giving
                           all of the Parties notice of such change in the
                           manner provided in Section 17.3 above.

                17.5.      Headings. The headings contained in this Agreement
                           are for reference purposes only and shall not in any
                           way affect the meaning or interpretation of this
                           Agreement.

                                      -32-
<PAGE>   34

                17.6.      Construction. This Agreement has been executed in,
                           and shall be construed and enforced in accordance
                           with the laws of, the State of Michigan, without
                           regard to its conflicts of law principles.

                17.7.      No Assignment; Benefit. Subject to Section 15.7
                           above, no Party may assign its rights and obligations
                           under this Agreement without the prior written
                           consent of the other Parties. Subject to the
                           foregoing, this Agreement shall be binding on and
                           inure to the benefit of the Parties and their
                           respective successors and assigns.

                17.8.      Entire Agreement. This Agreement, including the
                           Exhibits and the Schedules attached or to be attached
                           to it, is and shall be deemed to be the complete and
                           final expression of the agreement between the Parties
                           as to the matters contained in and related to this
                           Agreement and supersedes any previous agreements
                           between the Parties pertaining to such matters,
                           except to the extent expressly provided in Section
                           17.1 above.

                17.9.      Counterparts. This Agreement may be executed in
                           counterparts, each of which shall be deemed an
                           original and all of which together shall be
                           considered one and the same agreement. Photostatic or
                           facsimile reproductions of this Agreement may be made
                           and relied upon to the same extent as originals.

                17.10.     Waiver. The waiver by any Party of any provision of
                           this Agreement or any breach of any such provision
                           shall not operate or be construed as a waiver of any
                           subsequent or similar breach. Any waiver of any such
                           provision or any such breach must be in writing.

                17.11.     Knowledge or Awareness.

                           (a)      For purposes of this Agreement, to the
                                    extent any of the representations or
                                    warranties of DMR or DMRFS in this Agreement
                                    are expressed in terms of its or their
                                    "knowledge" or "awareness" (or other terms
                                    of similar meaning), such qualifications
                                    shall refer to those facts of which any of
                                    the persons identified on the attached
                                    Schedule 17.11(a) have actual knowledge, and
                                    to those facts which any of such persons
                                    reasonably should be expected to know, had
                                    any of them conducted a reasonable
                                    investigation into the matter. To the extent
                                    Bingham has actual knowledge of a fact
                                    (other than facts relative to those matters
                                    disclosed on the attached Schedule 17.11(a))
                                    that would constitute a breach by DMR or
                                    DMRFS under this Agreement and it closes
                                    under this Agreement, the Bingham Parties
                                    shall be precluded from making any claim
                                    based on such fact.

                           (b)      For purposes of this Agreement, to the
                                    extent any of the representations of Bingham
                                    (or any of its subsidiaries) in this
                                    Agreement are expressed in terms of its
                                    "knowledge" or "awareness" (or other terms
                                    of similar meaning), such qualifications
                                    shall refer to those facts of which any of
                                    the persons identified on the attached
                                    Schedule 17.11(b) have actual knowledge, and
                                    to those facts which any of such persons
                                    reasonably should be expected to know, had
                                    any of them conducted a reasonable
                                    investigation in the matter. To the extent
                                    DMR, DMRFS or H&W has actual knowledge of a
                                    fact (other than facts relative to those
                                    matters disclosed on the attached Schedule
                                    17.11(b)) that would constitute a breach by
                                    Bingham (or any of its subsidiaries) under
                                    this Agreement and

                                      -33-
<PAGE>   35

                                    DMR closes under this Agreement, the DMR
                                    Parties shall be precluded from making any
                                    claim based on such fact.

                17.12.     Amendment. This Agreement may only be amended by
                           written agreement executed by all of the Parties.

                17.13.     Further Assurances. From time to time after the
                           Closing Date, at Bingham's or H&W's request and
                           without further consideration, DMR shall execute and
                           deliver or cause to be executed and delivered such
                           further instruments of conveyance, assignment and
                           transfer and shall take such other action as Bingham
                           or H&W may reasonably request in order more
                           effectively to convey, transfer, reduce to possession
                           or record title to any of the assets of H&W or the
                           H&W Shares acquired pursuant to this Agreement. On
                           Bingham's or H&W's request, DMR shall cooperate and
                           use its best efforts to have DMR's, DMRFS's and H&W's
                           current and former, officers, directors,
                           shareholders, employees and agents cooperate with
                           Bingham and H&W on or after the Closing Date by
                           furnishing information, evidence, testimony and other
                           assistance in connection with any actions,
                           proceedings, arrangements or disputes involving
                           Bingham or H&W and which are based on contracts,
                           leases, arrangements or acts of DMR, DMRFS or H&W
                           which were in effect or occurred on or prior to the
                           Closing Date.

                17.14.     Schedules and Exhibits.

                           (a)      [intentionally omitted]

                           (b)      Any provision of this Agreement to the
                                    contrary notwithstanding, and despite any
                                    "as of" date or similar qualifier set forth
                                    on any Schedule to this Agreement, the
                                    information set forth in such Schedule, when
                                    finalized in accordance with Section
                                    17.14(a) above, shall be as of the date of
                                    this Agreement, unless an alternative date
                                    is expressly set forth in this Agreement.

                17.15.     [intentionally omitted]

              [the remainder of this page intentionally left blank]



                                      -34-
<PAGE>   36


         IN WITNESS WHEREOF, the undersigned have caused this Reorganization
Agreement to be executed as of June 30, 1999.


                                   BINGHAM FINANCIAL SERVICES
                                   CORPORATION, a Michigan corporation


                                   By:      /s/ Ronald A. Klein
                                       -----------------------------------------
                                   Its:     Chief Executive Officer
                                       -----------------------------------------

                                   DETROIT MORTGAGE AND REALTY
                                   COMPANY, a Michigan corporation


                                   By:      /s/ Daniel D. Armistead
                                       -----------------------------------------
                                   Its:     Chairman
                                       -----------------------------------------

                                   DMR FINANCIAL SERVICES, INC.,
                                   a Michigan corporation


                                   By:      /s/ Mark C. Stevens
                                       -----------------------------------------
                                   Its:     President and CEO
                                       -----------------------------------------

                                   HARTGER & WILLARD MORTGAGE ASSOCIATES, INC.,
                                   a Michigan corporation


                                   By:      /s/ Mark C. Stevens
                                       -----------------------------------------
                                   Its:     Vice President
                                       -----------------------------------------




                                      -35-