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Supplemental Transition Assistance Agreement
        I.
    
    Relocation Support Payments.




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II.
    
    Conditions.
 (a)
    
    The Companys obligations under Section 1 are subject to the following
conditions:
 (i)
    
    Following the occurrence of any Triggering Event, Executive
must exhibit professionalism in support of the Companys goals when dealing
with the Companys employees, customers and potential customers and
Executives acquaintances;(ii)
    
    If the Triggering Event constituted Executives Qualifying
Termination, Execute must comply with the Conditions set forth in Section II
of the Transition Assistance Agreement;(iii)
    
    Executive must not disparage the Company or its management;
provided, however, that this clause 2(a)(iii) shall not apply
to any testimony or statement given by Executive in connection with any
proceeding or matter of the type referenced in clause 2(a)(v) below in order
that Executive may at all times give truthful and candid accounts of his
recollections without restriction under this Agreement;(iv)
    
    If the Triggering Event did not constitute Executives
Qualifying Termination, Executive must execute a mutual release form with the
Company in substantially the form attached as Exhibit A to the Transition
Assistance Agreement (with such release being modified to exclude the release
of any claims Executive may have under the Change in Control Agreement) and
deliver the same to the Company within 15 days of his final date of employment
and Executive must not rescind such release during the Rescission Period
referenced therein; and(v)
    
    Executive must (upon reasonable notice and mutually
convenient scheduling) cooperate with the Company and its counsel with regard
to any past, present or future legal, regulatory, investigatory (including any
inquiries or investigations by management of the Company or its Board of
Directors (or a committee thereof)) or other proceeding or matter which
relates to or arises out of matters occurring during Executives employment,
or the termination thereof. The Company will reimburse Executive for any
reasonable out-of-pocket expenses incurred in providing such cooperation.
  2




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III.
    
    Miscellaneous.
       EXECUTIVE/s/ Nelson  G. EngeFUNDS CORPORATION /s/ Paul F. WalshPaul F. Walsh
Chief Executive Officer and
Chairman of the Board 3




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Exhibit A
 Lump Sum Payment
    
    
    
    Grossed-Up allowance totaling $24,000 provided to cover the following expenses:
    
    Homefinding trip for employee and one additional person-
    
    2 trips, 10 days-
    
    Travel, lodging, meals, rental car
    
    Temporary Living-
    
    60 days for employee-
    
    Travel, lodging, meals, rental car-
    
    Two return trips home per month
    
    Final Move Trip-
    
    Travel, lodging and mealsw
    
    Incidental moving expensesHomesale Assistance
    
    
    
    Marketing Assistance-
    
    Mandatory marketing  30 days prior to appraisals
    
    2% Homesale Incentive Bonus (cap  $10,000)
    
    Independent Sale-
    
    Reimbursed normal and customary closing costs, including broker commissions-
    
    Attorneys fees  $500-
    
    No bonusDestination Assistance
    
    
    
    Destination Service
    
    Rental finding fees
    
    National Lender Program  direct billing
    
    New Home Inspections
    
    New Home Closing Expenses-
    
    Reasonable and normal closing costs-
    
    Attorney fees up to $800-
    
    Loan origination fee/discount points based on scaleHousehold Goods
    
    
    
    Shipment-
    
    Packing, loading and transporting-
    
    Insurance
    
    Vehicle Shipment  up to 2 automobiles
    
    Storage  up to 60 daysTax Assistance
    
    
    
    Tax gross-up provided where applicable
 4