EXHIBIT 10.14

OPERATING AGREEMENT

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                               OPERATING AGREEMENT
                                       FOR
                       Guaranty Mortgage Services, L.L.C.
                      A Delaware Limited Liability Company

         This OPERATING AGREEMENT (this "Agreement") of Guaranty Mortgage
Services, L.L.C. (the "Company"), a limited liability company organized under
the laws of the State of Delaware, is made and entered into as of 5:45 p.m. on
[February 12, 2001], by and among Shelter Mortgage Corporation, a Wisconsin
corporation ("SMC"), Guaranty First Mortgage, LLC, a Georgia limited liability
company ("GFM") and the parties listed on Exhibit "A" hereto (each, a "Member"
and, collectively, "Members").

                                 R E C I T A L S

     A.   SMC is a general partner in Regency Mortgage, a Georgia general
          partnership (the "Partnership") described in the "Contribution
          Agreement" (as defined below). The other general partner in the
          Partnership is Regency Mortgage Services, Inc., a Georgia corporation
          ("RMS");

     B.   The Partnership is engaged in the development of mortgage banking
          opportunities arising from the need for mortgage loans and related
          financial services of purchasers of homes for which Member or one or
          more Associates of that Member assist in the sale or purchase of their
          home (the customers of each such Member or an Associate of a Member
          are referred to herein as "Member Customers");

     C.   Pursuant to a change of control and assignment of rights, GFM will
          acquire the rights of RMS in and to the assets of the Partnership
          (other than certain Excluded Assets defined in the Contribution
          Agreement).

     D.   As a result of the foregoing as well as various tax and accounting
          issues, and in order to provide an opportunity for savings in the
          general and administrative costs attributable to the operation of the
          Partnership, SMC and GFM desire to form a limited liability company
          pursuant to the provisions of the Delaware Limited Liability Company
          Act, Del. Code, tit. 6, ss.ss. 18-101, et seq., as amended from time
          to time (the "Act"), and hereby constitute themselves a limited
          liability company for the purposes and on the terms and conditions set
          forth in this Agreement.

     E.   SMC and GFM desire that the Company carry on the business of the
          Partnership substantially in the manner heretofore conducted and that
          the Company create a separate operating division to carry on the
          business of the Partnership or, to the extent additional Members are
          admitted in the future, that the Company create a separate operating
          division for business generated by or through each such additional
          Member or its Associates.

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                                A G R E E M E N T
                                -----------------

         NOW, THEREFORE, in consideration of the mutual promises of the parties
hereto, and of good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:


                                   ARTICLE 1.

                                   DEFINITIONS
                                   -----------

         As used in this Agreement, the terms defined in the preamble and
recitals hereto shall have the respective meanings specified therein and the
following terms shall have the meanings set forth below:

         1.1. "ABA Notice" shall have the meaning set forth in the Contribution
Agreement.

         1.2. "Act" shall mean the Limited Liability Company Act of the State of
Delaware, as the same may be amended from time to time.

         1.3. "Additional Capital Contribution" shall mean any Capital
Contribution made in accordance with Section 4.2 of this Agreement.

         1.4. "Additional Branch Costs" shall have the meaning specified in
Section 6.9 of this Agreement.

         1.5. "Additional Company Costs" shall have the meaning specified in
Section 6.8 of this Agreement.

         1.6. "Advance Rate" shall mean and refer to 1% plus that rate which is
announced by Marshall & Ilsley Bank, Milwaukee, Wisconsin, from time to time as
its prime or reference lending rate for short term unsecured commercial loans to
its most creditworthy corporate borrowers, or if said bank ceases to announce
the prime rate, in lieu of said bank, that bank which does announce a prime rate
and which is the next largest commercial banking institution, measured in terms
of assets and whose principal offices are located in the State of Wisconsin,
shall be used.

         1.7.  "Agreement" shall mean this Operating Agreement, as it may
be amended, restated, supplemented or otherwise modified from time to time as
herein provided.

         1.8. "Appraisal" shall mean the market price determined by an
independent third party, whose identity shall be determined from time to time in
the reasonable discretion of the Managing Member, (the "Appraiser") to be the
fair market value of the Servicing Rights which the Managing Member elects to
sell on an Election Date. The Appraisal shall set forth the value of the
Servicing Rights on the first business day of the calendar month in which an
Election Date takes place. The cost of any such Appraisal shall be borne by the
Company, and shall be allocated pro rata to each Operating Division on the basis
of such Operating Division's interest in the entire portfolio of the Company's
Servicing Rights.

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         1.9. "Assignee" shall mean an assignee or a transferee of a Member's
Interest who has not been admitted as a new Member.

         1.10 "Associate" means, when used with reference to a specified Person:
any Person that directly or indirectly through one or more intermediaries
controls or is controlled by or is under common control with the specified
Person; any Person owning or controlling 10% or more of the outstanding voting
securities of such other specified Person; any Person that is an officer or
director of, partner in, or trustee of, or serves in a similar capacity with
respect to, a specified Person; or any Person for which the specified Person is
an officer, partner, or trustee, or with respect to which the specified Person
serves in a similar capacity. When used with reference to a Member, "Associate"
shall include, in addition to the foregoing, sales agents and employees who work
for or are employed by that Member or an Associate of such Member (as the term
"Associate" is defined in the prior sentence).

         1.11. "Book Value" shall have the meaning set forth in Article 8 of
this Agreement.

         1.12. "Borrowing Costs" shall mean the Company's cost of funds
including, without limitation, interest on the Warehouse Line at the Warehouse
Line Rate, as defined below.

         1.13. "Branches" shall mean the branch of the Company located at 2100
Riveredge Parkway, Atlanta, Georgia, as such location may be amended from time
to time by the Managing Member.

         1.14. "Branch Costs" shall mean the aggregate of all costs and expenses
incurred in connection with the operation of the Branches. As applied to the
Branch Costs allocable to a particular Operating Division for purposes of
calculating Division Profits and Division Losses, Branch Costs shall refer to
all costs and expenses incurred in connection with the operation of the
Branches.

         1.15. "Branch Divisions" shall have the meaning set forth in Section
9.3 of this Agreement.

         1.16. "Capital Account" shall have the meaning set forth in Section 4.4
of this Agreement.

         1.17. "Capital Contribution" means the total amount of cash and the
Gross Asset Value (fair market value) of other property (net of liabilities)
contributed by or on behalf of a Member to the capital of the Company pursuant
to this Agreement and such Member's Contribution Agreement.

         1.18.  "Certificate" shall mean the Certificate of Formation of the
Company as originally filed with the Office of the Secretary of State of
Delaware on February 18, 1998, as amended and restated from time to time.

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         1.19. "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and, to the extent applicable, any Regulations
promulgated thereunder.

         1.20. "Company" shall mean the limited liability company hereby
established in accordance with this Agreement by the parties hereto, as such
limited liability company may from time to time be constituted.

         1.21. "Company Minimum Gain" has the meaning ascribed to the term
"partnership minimum gain" in Regulations Section 1.704-2(d).

         1.22. "Company Profits and Losses" shall mean any Net Profits or Net
Losses (as defined herein) of the Company which the Managing Member determines,
in the exercise of its discretion, is not attributable to the business or
operations of any current or former Operating Division and shall include,
without limitation, all revenues (but not expenses) generated from any Mortgage
Loan as to which an ABA Notice was not provided in accordance with Section 10.1
hereof.

         1.23. "Company Property" shall mean any Property owned by the Company.

         1.24. "Contribution Agreement" shall mean that certain Contribution
Agreement between the Company, each Partnership and the partners of each
Partnership, dated as of the date hereof, pursuant to which all assets and
liability of each Partnership shall be contributed to the Company in exchange
for an Interest in the Company and the Partnership thereafter dissolve

         1.25. "Contribution Percentage" shall mean, with respect to each
Member, the result of the following, expressed as a percentage: the positive
balance, if any, of such Member's Capital Account divided by the sum of all
Capital Accounts of all Members of the Company.

         1.26. "Control" (including, with correlative meaning, the terms
"controlled by," "controlling" and "under common control with"), as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.

         1.27. "Custodial Balances" shall mean and refer to funds from time to
time maintained by or in behalf of Managing Member with one or more bank, trust
or similar type accounts, as may be selected from time to time by SMC, and which
represent amounts collected from borrowers of Mortgage Loans for principal and
interest payments (prior to application and remittance thereof to the party or
parties owning such loans), impounds for real and personal property taxes upon
or with respect to the property that secured payment of such loan or loans,
impounds for homeowners' and/or fire, casualty, hazard or other insurance
respecting such properties.

         1.28. "Damages" shall have the meaning set forth in Section 18.1 of
this Agreement.

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         1.29. "Default Interest Rate" shall mean the lesser of the legal rate
permitted to be imposed under applicable law or three percent (3%) in excess of
the Advance Rate.

         1.30. "Depreciation" means, for each Fiscal Year or other period, an
amount equal to the depreciation, amortization or other cost recovery reduction
allowable with respect to an asset for such Fiscal Year or other period, except
that if the Gross Asset Value of an asset differs from its adjusted basis for
federal income tax purposes at the beginning of such Fiscal Year, Depreciation
shall be an amount which bears the same ratio to such beginning Gross Asset
Value as the federal income tax depreciation, amortization, or other cost
recovery deduction for such Fiscal Year bears to such beginning adjusted tax
basis; provided, however, that if such adjusted basis is zero, then Depreciation
shall be determined with reference to such beginning Gross Asset Value using any
reasonable method selected by the Managing Member.

         1.31.  "Discontinued Operating Division Profits and Losses shall
mean the Net Profits or Net Losses, determined by the Managing Member in its
discretion, attributable to the business or operations of an Operating Division
which has previously been terminated or liquidated pursuant to Section 15.1
hereof.

         1.32. "Dissociation Event" shall have the meaning specified in Section
17.1 of this Agreement.

         1.33. "Dissolution Event" shall have the meaning specified in Section
14.1 of this Agreement.

         1.34. "Division Profits" and "Division Losses" shall have the meanings
specified in Section 9.2 of this Agreement.

         1.35. "Economic Interest" Shall mean the rights of a Member or
Assignee to share in, and receive distributions of, Division Profits and
Division Losses, Discontinued Operating Division Profits and Losses and, with
respect to the Managing Member, Company Operating Division Profits and Losses in
accordance with this Agreement. "Economic Interest" does not include any other
rights of a Member including, without limitation, Management and Voting Rights
or, except as provided in and required by Section 18-305 of the Act, Information
Rights.

         1.36. "Election Date" shall mean December 31 of each calendar year, or
such other date as may be selected from time to time by Managing Member, and
shall be the date on which the Managing Member shall, in the exercise of its
reasonable discretion, elect to either retain or sell any or all Servicing
Rights held by the Company. An election to sell any Servicing Rights on the
Election Date shall trigger Guaranty's Purchase Right pursuant to Section 11.4
of this Agreement.

         1.37. "Exercise Price" shall have the meaning given such term in
Section 11.4 of this Agreement.

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         1.38. "Extraordinary Costs" shall include, without limitation, such
costs attributable to any claim for repurchase of or indemnity on sold loans,
whether or not asserted by the third party entitled to assert such repurchase or
indemnity claims.

         1.39. "Fiscal Year" shall mean the fiscal year of the Company and shall
be the same as its taxable year, which shall end on September 30th. Each Fiscal
Year shall commence on the day immediately following the last day of the
immediately preceding Fiscal Year. The Managing Member may elect to change the
Company's Fiscal Year at its sole discretion.

         1.40. "Gross Asset Value" means, with respect to an asset contributed
to or acquired by the Company, the gross fair market value of such asset, which
value shall be (i) increased or decreased to reflect any adjustments for
Depreciation or to the adjusted basis of such assets pursuant to Code Section
734(b) or 743(b) (to the extent taken into account in determining Capital
Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)), and (ii)
adjusted at such other times as reasonably determined by the Managing Member to
be necessary or appropriate to reflect the relative Economic Interests of the
Members of the Company, as provided in Regulations Sections 1.704-1(b)(2)(iv),
including as of such times and in such manner as set forth in Regulations
Section 1.704-1(b)(2)(ii)(f).

         1.41. "Formation Date" shall mean the date that the Company is formed,
as specified in Section 2.8 of this Agreement.

         1.42. "Guaranty" shall mean Guaranty Bank, SSB, a Wisconsin state
chartered savings bank and sole shareholder of SMC.

         1.43. "HUD" shall mean the Department of Housing and Urban Development.

         1.44. "Indemnified Persons" shall have the meaning specified in Section
6.10 of this Agreement.

         1.45. "Information Rights" - Shall mean the right of any Member or
Assignee, as applicable, to inspect, copy or obtain information and documents
concerning the affairs of the Company, as provided for in Article 7 hereof, the
Contribution Agreement, and in ss. 18-305 of the Act.

         1.46. "Initial Capital Contribution" shall mean any Capital
Contribution made in accordance with Section 3.1 of this Agreement.

         1.47 "Initial Members" shall mean SMC, GFM and any other Member
executing their Agreement on or before March 1, 1998.

         1.48. "Licensing Authority" shall mean any state mortgage licensing
agency or authority which has jurisdiction over the operations or affairs of the
Company.

         1.49. "Loan SubServicing Fee" shall mean the fee charged by Guaranty
for subservicing the Servicing Portfolio as set forth on Exhibit "C" hereto.

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         1.50. "Majority-in-Interest of the Members" shall mean any one or more
Members having more than fifty percent (50%) in the aggregate of the Management
and Voting Rights of all Members.

         1.51. "Management and Voting Rights" - Shall mean the right of any
Member to vote or participate in the management of the Company. All Management
and Voting Rights shall be held by the Managing Member.

         1.52. "Managing Member" shall mean Shelter Mortgage Corporation, a
Wisconsin corporation or such other person or entity as Shelter Mortgage
Corporation may designate from time to time.

         1.53. "Member Business" shall have the meaning set forth in Section 2.4
hereof. When used with reference to a specific Member or Members, Member
Business shall mean the real estate company, home builder or development company
or other business owned or operated directly or indirectly by that specific
Member or an Associate of that Member and identified in that Member's
Contribution Agreement.

         1.54. "Member Interest" shall mean the interest of a Member in the
Company. To the extent permitted under this Agreement a Member may have more
than one Interest in the Company. Other than the Member Interests held by the
Managing Member, Member Interests shall have no Management and Voting Rights or
Information Rights except to the extent required by the Act, this Agreement or
the Contribution Agreement.

         1.55. "Member Nonrecourse Debt" has the meaning given "partner
nonrecourse debt" in Regulations Section 1.704-2(b)(4).

         1.56.  "Member Nonrecourse Debt Minimum Gain" means an amount, with
respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that
would result if such Member Nonrecourse Debt were treated as a nonrecourse
liability of the Company, determined in accordance with Regulations Sections
1.704-2(i)(2) and (3).

         1.57. "Member Nonrecourse Deductions" has the meaning given
"partner nonrecourse deductions" in Regulations Section 1.704-2(i)(2). The
amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse
Debt for a Fiscal Year of the Company equals the excess (if any) of the net
increase (if any) in the amount of Member Nonrecourse Debt Minimum Gain
attributable to such Member Nonrecourse Debt during that Fiscal Year over the
aggregate amount of any distributions during that Fiscal Year to the Member that
bears (or is deemed to bear) the economic loss for such Member Nonrecourse Debt
to the extent such distributions are from the proceeds of such Member
Nonrecourse Debt and are allocable to an increase in Member Nonrecourse Debt
Minimum Gain attributable to such Member Nonrecourse Debt, determined in
accordance with Regulations Section 1.704-2(i)(2).

         1.58. "Members" shall mean the Initial Members, together with any
Person who becomes a substituted or additional Member as herein provided and who
is listed as a Member of the Company in the books and records of the Company, in
such Person's capacity as a member of the Company.

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         1.59. "Management Fee" shall mean a monthly fee calculated by the
Managing Member and allocated as an expense to each Branch which is intended to
cover costs for services such as accounting, management oversight, pipeline
management, operation supervision and administrative and information systems
support. The Management Fee shall be based upon cost center allocation at an
actual cost and usage basis and may include a reasonable fee for management
services at the Branch level based on a share of profitability. SMC may, at any
time and from time to time, in its sole discretion, review and adjust the
Management Fee in order to reflect the actual cost of providing the
aforementioned services.

         1.60. "Mortgage Loans" shall mean and refer to any loan originated or
purchased by the Company, which loan is secured by a mortgage or deed of trust
covering and encumbering residential real property. To the extent authorized by
applicable state and/or federal laws and regulations, there shall be no
limitation on the type of loan products (conventional loans, jumbo loans, home
equity loans, home improvement loans, government loans, etc.) which qualify as
Mortgage Loans.

         1.61. "Net Profits" and "Net Losses" mean, for each Fiscal Year or
other period, an amount equal to the Company's taxable income or loss for such
year or period, determined in accordance with Code Section 703(a) (for this
purpose, all items of income, gain, loss or deduction required to be stated
separately pursuant to Code Section 703(a)(1) shall be included in taxable
income or loss), with the following adjustments: (a) any income of the Company
that is exempt from federal income tax and not otherwise taken into account in
computing Net Profits or Net Losses shall be added to such taxable income or
loss; (b) any expenditures of the Company described in Code Section 705(b)(2)(B)
or treated as Code Section 805(b)(2)(B) expenditures pursuant to Regulations
Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing
net Profits or Net Losses shall be subtracted from such taxable income or loss;
(c) gain or loss resulting from any disposition of Property with respect to
which gain or loss is recognized for federal income tax purposes shall be
computed by reference to the Gross Asset Value of the property disposed of,
notwithstanding that the adjusted tax basis of such property differs from its
Gross Asset Value; (d) in lieu of depreciation, amortization, and other cost
recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such Fiscal Year or other
period, computed in accordance with the definition of the term "Depreciation"
under this Agreement; (e) in the event that the Gross Asset Value of any asset
of the Company is adjusted pursuant to Section 4.4(c), the amount of such
adjustment shall be taken into account as gain or loss from the disposition of
such asset; and (f) any items of income, gain, loss or deduction that are
specially allocated pursuant to Section 12.2 shall not be taken into account in
computing Net Profits or Net Losses.

         1.62. "Nonrecourse Liability" has the meaning set forth in Regulations
Section 1.752-1 (a)(2).

         1.63. "Notices" shall have the meaning specified in Section 18.6.

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         1.64. "Operating Budget" shall mean and refer to the Operating Budget
of the Company as provided for in Section 6.7 of this Agreement.

         1.65.  "Operating Division" shall mean one or more divisions of the
Company, each of which shall be established to conduct the business previously
conducted by each Partnership or the business generated by or through Additional
Members.

         1.66. "Operational Charges" shall have the meaning specified in Section
9.3 of this Agreement.

         1.67. "Organization Expenses" Those expenses incurred in the
organization of the Company including the costs of preparation of the Agreement
and Articles, and any costs and expenses incurred in connection with obtaining
any licenses and approvals from HUD or any Licensing Authority.

         1.68. "Marketing Fee" shall mean a fixed fee calculated by the Managing
Member and allocated as an expense to each Operating Division which covers costs
incurred by the Operating Division for secondary marketing, shipping and quality
control services on a per loan basis (the "Marketing Fee"). The Marketing Fee
shall be based upon the actual costs incurred by Managing Member in performing
such services on behalf of the Company. Managing Member may, at any time and
from time to time, in its sole discretion, review and adjust the Marketing Fee
in accordance with Managing Member's own policies and procedures and the actual
costs incurred by Managing Member in performing such services on behalf of the
Company. Only one Marketing Fee shall be charged for each completed loan
application package submitted to the Company by any Member Customer.

         1.69.  "Person" shall mean an individual, corporation, association,
limited liability company, limited liability partnership, partnership, estate,
trust, unincorporated organization or a government or any agency or political
subdivision thereof.

         1.70. "Potential Subservicer" shall have the meaning given such term in
Exhibit "C" hereto.

         1.71. "Property" shall mean any property real or personal, tangible or
intangible, including money and any legal or equitable interest in such
property, but excluding services and promises to perform services in the future.

         1.72. "Purchase Right" shall mean and refer to the right of Guaranty to
purchase any Servicing Rights proposed to be sold by the Company, prior to their
sale or transfer to any Person, in accordance with Section 11.4 of this
Agreement.

         1.73. "Regulations" shall mean the federal income tax regulations,
including any temporary or proposed regulations, promulgated under the Code, as
such Regulations may be amended from time to time (it being understood that all
references herein to specific sections of the Regulations shall be deemed also
to refer to any corresponding provisions of succeeding Regulations).

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         1.74. "Servicing Portfolio" shall mean and refer to all trust deed
and/or mortgage loans originated by the Company with respect to which Guaranty
acts as servicing or subservicing agent for lenders and/or investors pursuant to
mortgage servicing contracts, agreements and arrangements. Without limitation on
the generality of the foregoing definition, the same shall expressly refer to
and include any and all rights reserved by Guaranty to act as loan subservicing
agent with respect to any loans originated, purchased or otherwise acquired by
the Company and thereafter sold to third parties on a whole loan or
participation basis. Guaranty's rights to subservice such loans at the Loan
SubServicing Fee will be deemed to be included in and part of the Loan Servicing
Portfolio, and are terminable at the Election Date or if Guaranty is in material
breach of its duties as subservicing agent.

         1.75. "Servicing Costs" shall mean the costs of servicing the mortgage
portfolio which shall be, on a loan-by-loan basis, the product of the aggregate
principal balance of each Mortgage Loan multiplied by .0015.

         1.76. "Servicing Rights" shall mean and refer to the right to receive
the servicing income produced by the Servicing Portfolio (as well as the
corresponding obligation to service such loans).

         1.77. "Similar Arrangements" shall have the meaning given such term in
Section 5.5 of this Agreement.

         1.78. "SubServicing Agreement" shall have the meaning given such term
in Section 11.5 of this Agreement.

         1.79. "Transfer" shall mean any direct or indirect sale, assignment,
gift, hypothecation, pledge or other disposition, whether voluntary,
involuntary, by operation of law or otherwise, by sale of stock or partnership
interests, or otherwise, of a Member Interest or of any Person which, directly
or indirectly through one or more intermediaries, holds a Member Interest.

         1.80 "Warehouse Line" shall mean and refer to credit availability for
funding and the funding thereof to be provided to the Company pursuant to the
provisions of this Agreement for purposes of enabling the Company to fund and
close Mortgage Loans by direct origination or purchase; such credit
availability, at the option of the Managing Member, to take the form of a
secured or unsecured extension of credit to the Company.

         1.81. "Warehouse Line Rate", shall mean and refer to a rate of
interest, expressed as a percentage and computed as simple interest, equal to
the actual cost of funds of Shelter or its Associates, as described in Section
3.4 of this Agreement.

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         1.82. In addition to the terms set forth above, the terms set
forth below are defined in the Sections set forth opposite such term:

                  Term                                         Section
                  ----                                         -------
         RESPA                                                 17.1(h)
         Capital Account                                        4.4
         Certificate                                            2.2
         Damages                                               18.1
         Dissolution Event                                     14.1
         Division Losses                                        9.2
         Division Profits                                       9.2
         Exercise Price                                        11.4
         Indemnified Persons                                   6.10
         Indemnitee                                            18.3
         Indemnitor                                            18.3
         Loan Agents                                            3.5
         Member Business                                        2.4
         Member Indemnitees                                    18.1
         Member Offices                                         2.4
         Noncompete Term                                       18.25
         Notices                                               18.6(a)
         Proposed Activities                                    5.5(a)(i)
         Offices                                                2.4
         Reserve                                               13.1(a)
         Respondent                                            18.1(d)
         Similar Arrangements                                   5.5(a)(v)
         SubServicing Agreements                               11.5
         Substitute Amount                                     13.2(a)
         Warehouse Line Rate                                    3.4



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                                   ARTICLE 2.

                     FORMATION OF LIMITED LIABILITY COMPANY

         2.1. Formation. The parties, by execution of this Agreement, hereby
enter into and join together in, and do hereby form, the Company as a limited
liability company under and pursuant to the Act. Each party hereto represents
and warrants that it is duly authorized to join in this Agreement and that the
Person executing this Agreement on its behalf is duly authorized to do so.

         2.2. Filings, Approvals, Etc.

                  (a)  In connection with the execution of this Agreement,
the Managing Member has previously caused a Certificate of Formation (the
"Certificate") to be filed with the Office of the Secretary of State of Delaware
pursuant to the Act. The Members, by their execution of this Agreement hereby
ratify and approve the execution and filing of the Certificate and agree to
execute and deliver such further documents (including amendments to the
Certificate) and take such further action as is appropriate to comply with the
requirements of law for the formation or operation of a limited liability
company in all states and counties where the Company may conduct its business.

                  (b)  The Managing Member shall cause the Company to
obtain and maintain from all Licensing Authorities and from HUD all necessary
licenses and permits, including, without limitation, any necessary mortgage
lending licenses, approval as a HUD mortgagee or correspondent; and
registration, approval or qualification of each Member Office with HUD and each
Licensing Authority.

                  (c)  Each Member shall have, at all times, the responsibility
(i) to obtain and maintain, for itself and, if necessary, for its employees,
agents, Associates and other Persons under its control, all necessary and
applicable authorizations, licenses and permits from all applicable governmental
authorities having jurisdiction over the operations of that Members's Business,
and/or the activities of that Member as contemplated under this Agreement, (ii)
to be otherwise fully qualified to conduct the business and activities of that
Member as contemplated under this Agreement and (iii) to use its best efforts to
cause its employees, agents, Associates and other Persons under its control to
act in compliance with all applicable state and federal laws and regulations.

         2.3. Name. The name of the Company shall be "Guaranty Mortgage
Services, LLC," and all business of the Company shall be conducted under that
name or under any other name as the Managing Member may determine from time to
time. Each Operating Division shall be conducted under the name that the
Managing Member, in consultation with the Member which has an Economic Interest
in such Operating Division, determines to be appropriate. The Managing Member
shall be authorized to sign and cause to be filed and published in each county
in which the Company does business, a certificate of fictitious business name
which reflects the name in which each Operating Division is conducting or
proposes to conduct business or under any other names that the Managing Member
determines to be necessary for the conduct of the

<PAGE>
business of the Company or to comply with the rules of any Licensing Authority.
Upon termination of this Agreement, all rights to the name "Guaranty First
Mortgage Company" and Guaranty Mortgage Services (within the State of Georgia
only) shall belong to GFM without any compensation to SMC or any other party.

         2.4. Purposes. Each Member, other than Managing Member, either directly
or through one or more Associates owns and operates its Member Business with
offices at the locations listed under the Member's name in the Contribution
Agreement (such offices of each Member Business are referred to as "Member
Offices"). Subject to compliance with all applicable state and federal laws and
regulations, the Managing Member, in consultation with each Member, shall cause
the Operating Division, in which such Member has an Economic Interest, to
conduct a mortgage origination and mortgage lending business for the purpose of
offering mortgage loan and mortgage loan related services and products to
customers and clients of the related Member Business. With this objective, and
subject to the limitations and conditions set forth herein, it shall be the
specific business of the Company to originate, produce and close Mortgage Loans
in the Company's name (or to broker to other lenders) through the Branch Offices
and the Member Offices and to market and sell the loans so originated, produced
and closed (or brokered) to institutional and similar type of investors (which
may include Associates of Managing Member). Subject to the limitations and
conditions set forth herein, the purposes and activities of the Company, as
herein described, may be undertaken by the Company directly for its own account,
and/or by third party service providers (including Managing Member and its
Associates). Furthermore, it is the intention of the Company and its Associates
that Mortgage Loans, or leads or applicants therefor, will be directed to the
Company by each Member, its Member Business and their respective Associates.

         2.5. Effective Date. This Agreement shall become effective with respect
to each Initial Member on the date set forth on the Contribution Agreement.

         2.6. Registered Office. The address of the registered office of the
Company in the State of Delaware is c/o Corporation Service Company, 1013 Centre
Road, in the City of Wilmington, County of New Castle, Delaware 19805.

         2.7. Registered Agent. The name and address of the registered agent for
service of process on the Company in the State of Delaware is Corporation
Service Company, 1013 Centre Road, in the City of Wilmington, County of New
Castle, Delaware 19805. In the event the registered agent ceases to act as such
for any reason or the registered office shall change, the Managing Member shall
promptly designate a replacement registered agent or file a notice of change of
address, as the case may be.

         2.8. Term. The Company shall be formed upon the filing of the
Certificate with the Office of the Secretary of State of Delaware pursuant to
the Act and, unless terminated in accordance with Article 11 hereof, the Company
shall liquidate and dissolve on the fiftieth (50th) anniversary hereof.

         2.9. Principal Office. The Principal Office of the Company shall be
located at 2100 Riveredge Parkway, Suite 350, Atlanta, Georgia.

<PAGE>
         2.10. Management and Voting Rights. Except as specifically provided
otherwise in this Agreement and the Contribution Agreement and the Subscription
Agreement, as applicable, all Management and Voting Rights shall be held by the
Managing Member.

         2.11. Information Rights. Except as specifically provided otherwise in
this Agreement or otherwise required by applicable law, all Information Rights
shall be held by the Managing Member.


                                   ARTICLE 3.

                          PROVISION OF OPERATING ASSETS
                          -----------------------------

         3.1. Initial Member Contribution Agreements. In accordance with the
terms of each Contribution Agreement, and in order to allow the Company to carry
on the business of each Partnership as heretofore conducted, the Initial Members
have caused each Partnership in which they have an interest to contribute all
Partnership assets and liabilities to the Company. The assets and liabilities so
contributed will be used by the Operating Division designated to carry on the
business of each such Partnership and to calculate the Member's respective
Capital Accounts. No Initial Member shall be deemed to be admitted to the
Company or have any Economic Interest or other rights or interests in the
Company, until such Initial Member has complied with all of the terms and
conditions of the Contribution Agreement (including, without limitation, making
such cash contributions as may be required by the Contribution Agreement).

         3.2. Additional Members. In accordance with Section 5.3 hereof, the
Managing Member may, in its discretion and with the consent of GFM, admit
Additional Members to the Company and the Managing Member is hereby authorized
to amend Exhibit "A" to reflect the admission of such Additional Member. All
such Additional Members shall execute such contribution, subscription or another
documentation as the Managing Member determines to be necessary or appropriate
under the circumstances. In connection with the admission of each such
Additional Member, the Managing Member shall cause the Company to create a
separate Operating Division for each such Additional Member, and each Operating
Division, as so created, shall conduct its business and affairs through the
Branches and Member Offices owned and operated by each such Additional Member or
its Associates and offer mortgage loan and mortgage loan related products and
services to Member Customers of each such Additional Member or its Associates.
The identity of each such Additional Member together with a list of its Member
Business and Member Offices shall be set forth on Exhibit "A" hereto.

         3.3. Retail Branch Offices of Operating Divisions. For the purpose of
enabling the Company to originate Mortgage Loans, each Member shall make
available to the Company the Member Offices listed in each Member's Contribution
Agreement for the duration of the term of their Operating Division, on a license
to use basis. All such office facilities shall be sufficient for the conduct of
the Company's activities as contemplated under this Agreement. In addition, each
Member shall ensure that the conduct of the business of the Operating Division

<PAGE>
in which such Member has an Economic Interest is conducted under the name of the
Company or any other name then utilized by the Operating Division and authorized
by the Managing Member. Each Member shall be responsible for ensuring that the
business of its Operating Division is clearly distinguished from other
operations of the Member or its Associates and in a manner that fully complies
with all rules and regulations of HUD and each Licensing Authority. The
provision of office facilities hereunder shall not be deemed to be a Capital
Contribution to the Company.

         3.4. Assets and Facilities Made Available by Managing Member and GFM.
For the purpose of enabling the Company to originate, process, underwrite, close
and fund Mortgage Loans for each Operating Division, all costs and expenses
attributable to the operation of the Branches shall be charged to the Operating
Division as set forth in Article 9 hereof. GFM has contributed the Branch to the
Company. If the Branch needs of the Company expand during the duration of this
Agreement, the Managing Member shall use reasonable commercial efforts to secure
the lease or sublease of such additional office facilities as the Managing
Member deems appropriate under the circumstances, pursuant to the terms and
conditions of, and for the compensation provided in, a lease or sublease
agreement, or other similar type of agreement, to be then made and entered into
by the Company. To the extent the Company engages in mortgage banking
activities, and for the purpose of enabling the Company to originate, produce,
fund and close, or otherwise acquire, Mortgage Loans, Managing Member may, but
is not obligated to, cause to be provided to the Company, a Warehouse Line with
an aggregate maximum outstanding balance at a particular time equal to that
amount which Managing Member deems advisable to provide under the circumstances.
At Managing Member's discretion, the credit line may be unsecured or secured by
a pledge of the Mortgage Loans being funded. Managing Member may further
require, in its sole discretion, that the credit line be evidenced by loan
documentation of a type and character customarily used by commercial banking
institutions to evidence and secure mortgage loan warehouse lines of credit,
including a loan agreement, a revolving line note and a pledge and security
agreement. Managing Member shall extend such Warehouse Line to the Company in
consideration for payment by the Company to Managing Member of a rate of
interest, expressed as a percentage and computed as simple interest, on funds
actually drawn from the date of draw to the date of repayment, equal to Managing
Member's actual cost of funds (the "Warehouse Line Rate"). The Warehouse Line is
intended by the parties hereto to be, and shall be, a secured or unsecured loan
and extension of credit by SMC to the Company and not a contribution to the
capital thereof. The Warehouse Line Rate shall initially be equal to that
interest rate charged to a borrower in relation to a specific Mortgage Loan
funded using borrowings under the Warehouse Line less twenty-five (25) basis
points, but in no event less than twenty-five (25) basis points above Guaranty's
weighted average cost of savings, borrowings and advances as determined from
time to time by Guaranty in its sole discretion.

         3.5. Employees. Managing Member shall cause the Company to hire, on a
full-time and exclusive basis, such employees as may be reasonably necessary to
conduct the operations and affairs of the Company and as may be required under
the rules and regulations of HUD and any Licensing Authority. No such employee
or any agent of the Company shall have any other employment in mortgage or real
estate industry including, without limitation, employment or other position with
any Member or any Associate of any Member. Managing Member may, at its option,
cause any or all of its own employees to be transferred to and engaged by the
Company. All employees of the Company shall satisfy all requirements and
qualifications of HUD and any Licensing Authority. The Managing Member shall use
commercially reasonable efforts to ensure that there is at least one trained
loan agent (the "Loan Agents") assigned to each Operating Division and, in
addition thereto, to any Branch of the Company registered with HUD and in any
other office that the Managing Member determines to be appropriate under the
circumstances.


                                   ARTICLE 4.

                              CAPITAL CONTRIBUTIONS
                              ---------------------

         4.1. Initial Capital Contributions. On the Effective Date, each of the
Members shall contribute or cause to be contributed to the Company with respect
to such Member, as its initial Capital Contribution, the property and assets
described in the Contribution Agreement to which such Member is a party. The
Contribution Percentage shall be adjusted from time to time to properly reflect
the admission of new Members or any other event having an effect on a Member's
Contribution Percentage.

         4.2. Additional Capital Contributions. The Managing Member may
determine from time to time that additional contributions are needed to enable
one or more Operating Divisions of the Company to conduct its business or to
permit the Company to satisfy the approval requirements of HUD, any Licensing
Authority (whether or not such Licensing Authority has jurisdiction over the
operations or business of any Operating Division) or any other person. Upon
making such a determination, the Managing Member shall give notice in writing to
each of the Members whose Operating Division is in need of such additional
contribution at least ten business days prior to the date on which such
contribution is due. Such notice shall set forth the amount of additional
contribution needed, the purpose for which the contribution is needed, and the
date by which the Member must contribute. In the event any Member does not make
its additional contribution, such Member shall be removed and its interest in
the Company terminated in accordance with the provisions of Section 15.1(c)
hereof.

         4.3. Contribution to Division Losses. In addition to the Initial
Capital Contribution and the Additional Capital Contributions, each Member
shall, to the extent determined necessary or appropriate by the Managing Member,
contribute or cause to be contributed to the Company an amount equal to that
Member's cumulative Division Losses, if any, for all or any portion of any
Fiscal Year or Fiscal Years, as calculated pursuant to Section 9.2 hereof. The
Managing Member shall give notice in writing to each Member whose Operating
Division experienced Division Losses at least ten business days prior to the
date on which such contribution is due. Such Notice shall set forth the amount
of the Division Losses, the manner in which such loss was calculated, and the
date by which the Member must contribute. In the event any Member does not make
its additional contribution, such Member shall be removed and its interest in
the Company terminated in accordance with the provisions of Section 15.1(c)
hereof.

         4.4. Capital Accounts. The Company shall establish an individual
Capital Account for each Member. The Company shall determine and maintain each

<PAGE>
Capital Account in accordance with Regulations Section 1.704-1(b)(2)(iv). The
initial Capital Accounts of the Members shall be as set forth opposite the
Members' names on the signature page of their applicable Contribution Agreement.

                  (a) The Capital Account of each Member shall be increased by

                           (i) such Member's contributions;

                           (ii) the agreed Gross Asset Value of property
         contributed by such Member (net of liabilities secured by such
         contributed property that the Company is considered to assume or take
         subject to under Code Section 752;

                           (iii) and all items of Company income and gain
         (including income and gain exempt from tax) allocated to such Member
         pursuant to Article VII or any other provisions of this Agreement
         (including the amount of the Member's Division Profits, Discontinued
         Operating Division Profits, and Company Profits); and decreased by

                           (iv) the amount of cash distributed to such Member;

                           (v) the agreed Gross Asset Value of all actual and
         deemed distributions of property made to such Member pursuant to this
         Agreement (net of liabilities secured by such distributed property that
         the Member is considered to assume or take subject to under Code
         Section 752); and

                           (vi) all items of Company  deduction  and loss
allocated to such Member pursuant to Article VII or other provisions of this
Agreement (including the amount of the Member's Division Losses, Discontinued
Operating Division Losses, and Company Losses).

                  (b) For purposes of computing the balance in a Member's
Capital Account, no credit shall be given for any Capital Contribution which
such Member is to make until such contribution is actually made.

                  (c) The Book Values of the assets of the Company may be
adjusted to equal their respective Gross Asset Values, as determined by the
Members, as of such times and in such manner as set forth in Regulations Section
1.704-1(b)(2)(ii)(f), where such adjustments are necessary or appropriate to
reflect the relative economic interests of the Members.

                  (d) The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of Capital Accounts are intended to comply
with Regulations Section 1.704-1(b), and shall be interpreted and applied in a
manner consistent with such Regulations Section. To the extent such provisions
are inconsistent with such Regulations Section or are incomplete with respect
thereto, Capital Accounts shall be maintained in accordance with such
Regulations Section.

<PAGE>
                  (e) If a Member transfers all or a part of such Member's
Interest in accordance with this Agreement, such Member's Capital Account
attributable to the transferred Interest shall carry over to the new owner of
such Interest pursuant to Regulations Section 1.704-1(b)(2)(iv)(l).

                  (f) A Member who has more than one Member Interest in the
Company shall have a single Capital Account that reflects all such Member
Interests, regardless of the class of Member Interest owned and regardless of
the time or manner in which the Interests were acquired.

         4.5. Withdrawal of Capital; Loans. A Member shall not be entitled to
withdraw any part of its Capital Account or to receive any distributions from
the Company except as provided in Article 13; nor shall a Member be entitled to
make any loan or Capital Contribution to the Company other than as expressly
provided herein. No loan made to the Company by any Member shall constitute a
Capital Contribution to the Company for any purpose.

         4.6. No Interest: Negative Capital Accounts. No Member shall be
entitled to receive any interest on such Member's Capital Contribution. Except
as required by the Act, no Member shall have any liability for the return of the
Capital Contribution of any other Member.

         4.7. Transfer of Capital Accounts. The original Capital Account
established for each substituted Member shall be in the same amount as the
Capital Account of the Member which such substituted Member succeeds, at the
time such substituted Member is admitted to the Company. The Capital Account of
any Member whose interest in the Company shall be increased by means of the
transfer to it of all or part of the interest in the Company of another Member
shall be appropriately adjusted to reflect such transfer. Any reference in this
Agreement to a Capital Contribution of or distribution to a then Member shall
include a Capital Contribution or distribution previously made by or to any
prior Member on account of the Interest of such then Member.


<PAGE>
                                   ARTICLE 5.

                                     MEMBERS
                                     -------

         5.1. forth in this Agreement, the debts, obligations and liabilities of
the Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and the Members shall not be
obligated personally for any such debt, obligation or liability of the Company
solely by reason of being a Member of the Company. The Members shall not be
required to lend any funds to the Company. Each of the Members shall only be
liable to make payment of its respective contributions as and when due hereunder
and other payments as expressly provided in this Agreement.

         5.2. Rights of Members. Each Member shall have the right to receive
distributions of distributable cash pursuant to Article 13, distributions on
dissolution or liquidation pursuant to Articles 14 and 15, allocations of Net
Profits and Net Losses and other amounts which are as expressly provided for in
Article 12, the right to receive information concerning the business affairs of
their applicable Division pursuant to Section 7.2 and the right to approve the
Operating Budget of, and certain other matters effecting, that Member's
Operating Division pursuant to Section 6.7 and any and all rights conferred by
the Contribution Agreement. No membership interest, other than the interests
held by the Managing Member, shall have any Management or Voting Rights or,
except as specifically permitted by Section 18-305 of the Act and this
Agreement, any Information Rights.

         5.3.  Admission of Additional Members. Additional Members may be
admitted to the Company at any time at the election of the Managing Member. In
the event of the admission of an Additional Member, such Additional Member shall
be designated a membership class different from all other Members, and Exhibit
"A" shall be amended accordingly.

         5.4.  Management Rights.


                  (a) General Provisions. All Management and Voting Rights shall
be issued to and held by the Managing Member. Any matter submitted to a vote of
the Members shall be approved by a unanimous vote of the Members holding the
Management and Voting Rights.

                  (b) Majority. Whenever any matter is required or allowed to be
approved by the Members under the Act or this Agreement, such matter shall be
considered approved or consented to upon the receipt of the affirmative approval
or consent, either in writing or at a meeting of the Members, of a
Majority-in-Interest of the Members in the aggregate of the interests of all
Members having Management and Voting Rights. Members holding Economic Rights,
but not Management and Voting Rights shall not be considered Members entitled to
vote for the purpose of determining a majority.

<PAGE>
                  (c) Binding Effect of Member Action. Any action taken by the
Members on behalf of the Company in accordance with the provisions of Section
5.4 shall constitute the act of and shall serve to bind the Company.

         5.5. Conflicts of Interest; Acknowledgement of Members. Subject to the
acknowledgements and understandings set forth in the Subscription Agreement (and
any Contribution Agreement) and in this Agreement:

                  (a) Each Member hereby acknowledges and consents that:

                    (i) Managing Member and any of its Associates has in the
past, does currently, and will in the future continue to, engage, for its own
account and/or for the account of others (including other Members of the
Company), in mortgage banking activities and in any or all related or incidental
activities proposed or envisioned by this Agreement (collectively, the "Proposed
Activities"), independently or in association with any third party, in the state
in which any Member Offices are located and if any other states and areas
within, contiguous or non-contiguous to states and areas in which the Company
conducts business;

                    (ii) Managing Member and any of its Associates may in the
future expand the scope of any or all of the Proposed Activities, in the sole
discretion of the Managing Member or any of its Associates, in the State in
which any Member Offices are located and in any other states and areas within,
contiguous or non-contiguous to areas in which the Company conducts business;

                    (iii) nothing in this Agreement shall be construed to impose
on Managing Member and/or any of its Associates any duty or obligation (i) to
enter into and engage in, in connection with the Company and under the terms of
this Agreement, any mortgage banking activities or (ii) to consent, or in any
way contribute, to expand the business of the Company in any way whatsoever,
whether or not in connection with any mortgage banking activities;

                    (iv) any decision to engage the Company in any mortgage
banking activities and/or to expand the Company's business in any other way
shall be made by Managing Member in its sole discretion;

                    (v) In addition to the arrangements with other Members as
described herein, SMC has in the past entered, and may in the future enter, into
arrangements similar to this Agreement ("Similar Arrangements") with other
parties in the state in which any Member Offices are located and in any other
states and areas within, contiguous or non-contiguous to areas in which the
Company conducts business;

                    (vi) Managing Member will operate each Operating Division as
it determines to be appropriate under the circumstances and will have no duty or
obligation to ensure that each Operating Division is afforded the same level of
support or service or the same or similar product type; the Managing Member's
sole obligation being to discharge its duties hereunder in a manner it deems, in
its sole discretion, to be necessary or appropriate under the circumstances; and

<PAGE>
                    (vii) Managing Member shall have no duty to segregate the
assets, funds or property of any Operating Division from any other Operating
Division and Managing Member may commingle all such assets, funds and property
with the assets, funds and property of all other Operating Divisions.

                  (b) Each Member hereby consents and waives any objection to:

                    (i) Managing Member and any of its Associates (A) having
engaged in the past and currently engaging, for its own account and/or for the
account of others (including any other Member), in any or all of the Proposed
Activities, and (B) engaging, or expanding its involvement, in the sole
discretion of Managing Member or any of its Associates, as the case may be, in
any or all of the Proposed Activities, in the states in which any Member Office
is located and in any other states and areas within, contiguous or
non-contiguous to areas in which the Company conducts business, at any time in
the future, without consent from and/or compensation to the Company or any
Member therefor;

                    (ii) Managing Member and any of its Associates (A) having
entered into Similar Arrangements in the past, and (B) entering, in the sole
discretion of Managing Member or any of its Associates, as the case may be, into
Similar Arrangements or any other type of joint venture or relationships with
other third parties, in the states in which any Member Offices are located and
in any other states and areas within, contiguous or non-contiguous to areas in
which the Company conducts business, at any time in the future, without consent
from and/or compensation to the Company or any Member therefor;

                    (iii) Managing Member and any of its Associates, at any time
and from time to time, competing directly or indirectly against the Company, in
the performance of any or all of the Proposed Activities, in the states of in
which any Member Offices are located and in any other states and areas within,
contiguous or non-contiguous to areas in which the Company conducts business,
without consent from and/or compensation to the Company or any Member therefor;

                    (iv) The fact that different Operating Divisions may conduct
business in the same or contiguous areas and may compete for the same borrowers,
with Associates of Managing Member and for the time and resources of the
Managing Member and its Associates.

                  (c) Each Member (other than Managing Member), on its
own behalf and on behalf of each of its Associates, hereby further covenants and
agrees that:

                    (i) neither the Company nor Member or any Associate of such
Member shall have the right by virtue of this Agreement to participate in any

<PAGE>
Similar Arrangement or other joint ventures or relationships entered into by
Managing Member and/or any of its Associates with other parties in any
geographic area or to share in any income or profits derived therefrom;

                    (ii) neither Managing Member or any of its Associates has
any duty, fiduciary or otherwise, to invite the Company and/or the Member or any
Associate of such Member to participate in any Similar Arrangement or other
joint ventures or relationships entered into by Managing Member and/or any of
its Associates with other parties in any geographic area or to share in any
income or profits derived therefrom; and

                    (iii) so long as the Member is a Member of the Company
exists, neither the Member nor any Associate of such Member will enter into any
Similar Arrangements with other parties in any state in which any Member Offices
are located and in any other states of the United States.


                                   ARTICLE 6.

                                 MANAGING MEMBER

         6.1. Authority of Managing Member. Except as otherwise provided in the
Act and in this Agreement, the Managing Member shall have full and complete
authority and discretion in the management and control of the business of the
Company for the purpose herein stated and shall make all decisions affecting the
business of the Company, including management of the Company's property, the
maintenance of Company books and accounts and the investment of Company funds.
The Managing Member shall devote such time to the Company's business as it shall
deem to be necessary.

         6.2. Term of Office as Managing Member. The Managing Member shall serve
until the earliest of:

                  (a)  the expiration of the Term;

                  (b)  the Dissociation of such Managing Member; or

                  (c)  the removal of the Managing Member; provided, that
so long as SMC or its Associates act as Managing Member, the Managing Member may
not be removed without SMC's prior written consent.

         6.3.  Authority of the Managing Member to Bind the Company. The
Members hereby agree that only the Managing Member and agents authorized to act
on behalf of the Company by the Managing Member shall have the authority to bind
the Company. No Member other than a Managing Member shall take any action to
bind the Company, and shall indemnify the Company for any Damages incurred by
the Company or any other Member as a result of the unauthorized action of such

<PAGE>
Member. The Managing Member has the right, power and authority to do anything or
perform any act on behalf of the Company in the carrying out of the duties of
the Managing Member and the purposes of the Company, including, but not limited
to, acquiring or selling Company Property, employing persons or entities to
manage and maintain the Company, executing and delivering any documents or
agreements on behalf of the Company, calling and holding Company meetings,
selling all or substantially all of the Company's Property, commencing,
defending and settling actions at law and equity and amending this Agreement, in
each case subject to the Members' rights as set forth in this Agreement. The act
of the Managing Member for the purpose of apparently carrying on, in the usual
way, the business or affairs of the Company, shall be deemed to be within the
Managing Member's power and authority, and no Person, including a bank or other
lending institution, dealing with the Company shall have any obligation to
inquire into the power or authority of the Managing Member acting on behalf of
the Company. The Managing Member shall have the authority to elect officers of
the Company such as Vice Presidents who can execute documents and otherwise bind
the Company to agreement as the Managing Member sees fit to accomplish the
purposes of this Section 6.3.

         6.4. Retention of Consultants and other Persons. In connection with the
management of the business and affairs of the Company, the Managing Member may
employ or retain such individuals, firms or corporations, including Associates
of the Managing Member, for the operation and management of the Company's
Property, including, without limitation, supervisors or managing agents,
employees, accountants, attorneys, appraisers, and other experts on such terms
and at such compensation as the Managing Member determines, provided that any
contract for goods or services to be furnished to the Company by the Managing
Member or any Associates of the Managing Member shall be on terms no more
favorable than similar contracts with unrelated parties and shall provide that
the contract may be modified or terminated without penalty by the Company on not
less than sixty (60) days' notice.

         6.5. Managing Member's Restrictions. The Managing Member shall not have
the authority to:

              (a) Do any act in contravention of this Agreement;

              (b) Possess any Company Property or assign the rights of the
Company in specific Company Property except as necessary for carrying out the
purposes of the Company or as may be permitted by this Agreement;

              (c) Enter into contracts which would bind the Company after the
expulsion, adjudication of bankruptcy or insolvency of the Managing Member; or

              (d) Knowingly undertake or knowingly permit to be undertaken any
activity with respect to the Company or its business, properties or assets which
will likely cause or result in any governmental, regulatory or similar
supervisory action against Managing Member or its Associates.

         6.6.  Duties of the Managing Member. The Managing Member shall use
reasonable commercial efforts, and devote such time as may be necessary in its
sole discretion to carry out the business of the Company and shall promptly take
all action which the Managing Member in its sole discretion may deem necessary
or appropriate for the organization and operation of the Company, investment of
the Company's funds and protection of the Company's Property. In particular, the
Managing Member shall:

<PAGE>
              (a) Perfect the formation of the Company as a Limited Liability
Company by filing the Certificate with the Office of the Secretary of State of
Delaware and by filing, from time to time, any necessary amendment to said
Certificate and any other document required to maintain the tax status of the
Company as a Limited Liability Company and the Company's limited liability
status under applicable law;

              (b) Cause the Company to obtain (to the extent available on
commercially reasonable terms) and keep in force insurance of such types, in
such amounts and with such carriers as will, in the judgment of the Managing
Member, adequately protect the Company and the Company's Property, and to
satisfy any judgment, decree, decision, settlement, damage or other loss first
out of any insurance proceeds available therefor, and second out of the
Company's assets and income;

                  (c)  Use commercially reasonable efforts to attempt to
cause the Company to remain in compliance with all statutes and regulations
governing the Company and its business operations and to cause all Company
reports, documents and income tax returns to be prepared and timely filed with
the authorities;

                  (d)  Open and maintain bank accounts in the name of the
Company, deposit all funds of the Company, arrange for withdrawals only upon the
signature of the Managing Member or its designee, and use such funds solely for
the business of the Company;

                  (e)  Maintain at the expense of the Company complete and
accurate records and books of account in which shall be entered fully all
transactions and expenditures of the Company, and to furnish to all of the
Members reports concerning such Member's Operating Division, including
information necessary for the preparation of the Members' income tax returns
with respect to the results of such Operating Division;

              (f) Maintain adequate reserves by retention of a reasonable
percentage of cash generated from operations or other sources; and

              (g) Maintain, at the Company's principal place of business, the
records listed in Article 7 of this Agreement;

              (h) Opening and establishing of loan production and other office
facilities as the Managing Members deem necessary and appropriate under the
circumstances; (i) oversight of all loan origination, production, processing,
packaging, underwriting, funding, sale, servicing and related functions.

              (i) Borrowing money on behalf of the Company, on either a secured
or unsecured basis, for warehouse line and/or other customary or appropriate
purposes in the course of the Company's business;

<PAGE>
              (j) Selecting, and maintaining approvals and relationships with,
correspondent lenders in all states where the Company conducts business;

              (k) Providing human resources services to the Company. Such
services shall include the development of hiring policies and procedures, sick
leave policies, a full employment manual, training and continual guidance on
applicable federal, state and local laws affecting employment and the terms and
conditions hereof, including wage and hour legislation, health and safety
conditions legislation, handicap and disability requirements and pension and
retirement requirements. The Managing Member shall further provide for the
coverage and administration of medical, health, disability and other insurance
benefits to be afforded to the employees of the Company. The Managing Member
shall also establish, and from time to time amend and update, employee job and
personnel description, salary, compensation, bonus and fringe benefits.
Additionally, the Managing Member shall provide employee relations services
required by the employees of the Company including representation at
administrative hearings and assistance in handling personnel matters. The
Company shall be responsible for the expense of any third party representation
at any administration hearings;

                  (l)  Establishing loan production policies, procedures
and practices of the Company, including, without limitation upon the generality
of the foregoing, internal loan production capability, loan agent and
correspondent arrangements with any third party loan producers and loan purchase
programs;

              (m) Obtaining and maintaining all necessary qualifications and
approvals from the Federal Home Loan Mortgage Corporation, Federal National
Mortgage Association, Government National Mortgage Association, Department of
Housing and Urban Development, Veteran's Administration, Federal Housing
Administration, and any other qualifications and approvals as may be necessary
and advisable to enable the Venture to effectively operate and compete in its
principal business, for each applicable jurisdiction;

              (n) Obtaining and maintaining from all applicable governmental
authorities having jurisdiction over the operations of the mortgage lending
business of the Venture all necessary licenses and permits, including, without
limitation, mortgage lending licenses and qualifications to do business as a
foreign corporation to the extent that such qualification is necessary under
applicable law; and

              (o) Taking any and all actions as may be necessary or appropriate
to achieve the objectives of the foregoing.

         6.7. Operating Budget.


              (a) Prior to the execution of this Agreement by each Member, the
Managing Member and GFM have agreed upon an Operating Budget for that Member's
Operating Division. Initially, the Operating Budget may constitute the operating
budget of such Member's Partnership. By its execution of this Agreement, each
Member agrees that the Operating Budget previously delivered to it by the
Managing Member shall constitute the Operating Budget for that Member's

<PAGE>
Operating Division until such time as Managing Member and Member agree upon a
new Operating Budget in accordance with Section 6.7(b).

              (b) Within sixty (60) days after the end of each calendar year,
Managing Member and GFM shall jointly prepare and deliver to each Member an
Operating Budget for that Member's Operating Division, which Operating Budget
shall include a projection of all operating costs and expenses to be incurred by
each such Operating Division in connection with its business and operations for
the succeeding calendar year. Such itemization shall include, without limitation
upon the generality of the foregoing, estimated operating expenses for general
and administrative expenses, including rental expenses, equipment charges,
clerical support, insurance premiums, travel and entertainment promotional
expenses, compensation and salaries to be paid to executives and other
personnel, fees and expenses proposed to be paid to independent contractors,
consultants and others, and such other matters as the Managing Member deems
appropriate. Upon approval of that Operating Budget by the Managing Member and
the Member for whose Operating Division such Operating Budget was prepared, the
Operating Budget, as so approved, shall constitute the Operating Budget for that
Operating Division until a new Operating Budget is submitted to and approved by
the Member and the Managing Member in accordance with the provisions of this
Section 6.7(b). The Operating Budget for a particular Operating Division may
only reflect all Branch Costs and expenses allocable to such Operating Division
pursuant to Section 9.3 hereof.

              (c) The failure or refusal of any Member to authorize or approve
an Operating Budget submitted by the Managing Member under Section 6.7(b) for
two consecutive years shall, at the Managing Member's sole discretion,
constitute an election by such Member to terminate its Operating Division
pursuant to Section 15.2 hereof.

         6.8. Additional Company Costs. In addition to the costs and expenses
provided for in the Operating Budget, as set forth in Section 6.7 above,
Managing Member may, in its sole reasonable discretion, incur such costs and
expenses as it deems necessary at the Company level (the "Additional Company
Costs"). The Additional Company Costs, if any, shall be allocated to the various
Branches pro rata, and immediately reallocated to each Operating Division as
Branch Costs pursuant to the formula set forth in Section 9.3 hereof.

         6.9. Additional Branch Costs. In addition to the costs and expenses
provided for by the Operating Budget and any Additional Company Costs, Managing
Member may, in its sole reasonable discretion, incur such costs and expenses as
it deems necessary at the Branch level (the "Additional Branch Costs"). The
Additional Branch Costs, if any, shall be allocated to the Branch where the
Additional Branch Costs are incurred and immediately reallocated to each
Operating Division serviced by such Branch.

         6.10. Depreciation and Amortization. If the Company incurs Additional
Company Costs or Additional Branch Costs as provided for in this Article 6, the
Company shall allocate the depreciation and amortization attributable to such
assets acquired as a result of the incurrence of such expenses to the Operating
Divisions as Branch Costs pursuant to the formula set forth in Section 9.3
hereof.

<PAGE>
         6.11. Reimbursement of the Managing Member. The Managing Member shall
be entitled to reimbursement for all direct expenses and other advances incurred
by the Managing Member for goods or services in connection with organizing,
operating and liquidating the Company (including interest incurred by the
Managing Member if such amounts were borrowed by the Managing Member). To the
extent funds are not available to pay the fees as set forth above when due on
the dates indicated or to reimburse the Managing Member for the expenses or
other advances described above when incurred, interest shall accrue at a rate
equal to the Advance Rate from the date the expenses are incurred or the
advances are made.

         6.12. Managing Member's Standard of Care. The Managing Member shall
discharge its duties as a Managing Member in accordance with the Managing
Member's good faith business judgment and in a manner the Managing Member
believes to be in the best interests of the Company. In discharging its duties,
and unless executive officers of the Managing Member have actual knowledge
concerning the matter in question that makes reliance unreasonable and
unwarranted, the Managing Member shall be fully protected in relying in good
faith upon the records required to be maintained under Article 7 and upon such
information, opinions, reports or statements by any of the Company's Members or
agents, or by any other person, as to matters the Managing Member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Company,
including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits or losses of the Company or any other
facts pertinent to the authorized existence and amount of assets from which
distributions to Members might properly be paid.

         6.13. Indemnification. If the Managing Member, or any employee,
officer, agent or authorized representative of the Company is made, or
threatened to be made, a party to any action or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that it, he or
she is or was (i) a Member (including the Managing Member), or (ii) an employee,
officer, director, shareholder or partner of the Company, or the Managing Member
(collectively, the "Indemnified Persons"), such party shall be indemnified by
the Company for any Damages sustained with respect to such action or proceeding,
and the Company shall advance such Indemnified Person's reasonably related
expenses to the fullest extent permitted by law. The Company shall have the
power to purchase and maintain insurance on behalf of the Indemnified Persons
against any liability asserted against or incurred by them. No Indemnified
Person shall be liable to the Company or any other Member for actions taken in
good faith. The duty of the Company to indemnify the Indemnified Persons under
this Section shall be limited to the assets of the Company, and except as
otherwise provided for in this Agreement no recourse shall be available against
any Member for satisfaction of such indemnification obligations of the Company.

         6.14. Bank Accounts. The Managing Member shall maintain an account or
accounts in the name and for the benefit of the Company for purposes of
maintaining availability of reasonable and current cash needs, in such types and
amounts, and at Guaranty or such other depository or depositories, as may be
acceptable to the Managing Member. Additional accounts in the name and for the
benefit of the Company may be maintained by the Managing Member solely for the
purpose of receiving transmission of funds representing advances on the

<PAGE>
Warehouse Line. In addition, all Custodial Balances shall be maintained by
Managing Member in such trust, fiduciary or similar type accounts with such
depository institutions as the Managing Member shall determine. Any interest
earned on any such Custodial Balances, any benefit obtained by the compensating
nature of such Custodial Balances maintained with any depository institution, or
any other value or consideration inherent in the maintenance of such Custodial
Balances in any accounts shall be the sole and exclusive property of Guaranty as
partial compensation for its subservicing duties, shall be deemed to be held in
trust on behalf of Guaranty, and shall not be deemed an asset of the Company and
no other Member shall have any right, entitlement or claim thereto.

         6.15. HUD Requirements. For such period of time as the Company is
seeking approval or is approved as a HUD-mortgagee or correspondent, then the
following provisions shall apply:

              (a) the principal activity of the Managing Member shall be
management of the Company;

              (b) the Managing Member shall have the exclusive authority to deal
with HUD;

              (c) prior to any change in the Managing Member, the Company shall
notify HUD of the change and the new Managing Member shall satisfy all of the
requirements of this Agreement; and

              (d) the Managing Member shall ensure that all employees and
officers of the Company meet all requirements of HUD (including, without
limitation, the requirements set forth in HUD Mortgagee Approval Handbook 4060.1
REV-1, as revised from time to time); and

<PAGE>
              (e) the Managing Member shall report all changes in the business
of the Company as may be required by the rules and regulations of HUD to be
reported from time to time.



                                   ARTICLE 7.

                     BOOKS; ACCOUNTING REPORTS; TAX MATTERS

         7.1. Books and Records. The Managing Member shall keep, or cause to be
kept, complete and accurate books and records of account (including Capital
Accounts) of the Company. The books of the Company (other than books required to
maintain Capital Accounts) shall be kept on the cash basis of accounting, and
otherwise in accordance with generally accepted accounting principles
consistently applied, and shall at all times be maintained or made available at
the principal business office of the Company. A current list of the full name
and last known business address of each Member, set forth in alphabetical order,
a copy of the Certificate, including all certificates of amendment thereto and
executed copies of all powers of attorney pursuant to which the Certificate or
any certificate of amendment has been executed, copies of the Company's federal,
state and local income tax returns and reports, if any, for the three most
recent years, copies of the Agreement and of any financial statements of the
Company for the three most recent years and all other records required to be
maintained pursuant to the Act shall also be maintained at the principal
business office of the Company.

         7.2. Reports.


              (a) On an annual basis no later than ninety (90) days following
the end of each calendar year, the Managing Member shall provide to each Member
an annual statement setting forth the financial condition and operations of such
Members's respective Operating Division for the preceding calendar year. The
Managing Member shall generate reports on a quarterly basis regarding the
financial condition and operations of each Operating Division and on a monthly
basis for each Branch, such reports to be available for inspection by each
Member to whose Operating Division they relate within 90 days after the last day
of each fiscal quarter and within 30 days after the last day of each month,
respectively. The quarterly reports will contain pro forma information for
purposes of estimation only, particularly with respect to servicing values, and
there can be no assurance that such information is fully reflective of actual
results.

              (b) To the extent reasonably requested from time to time, the
Managing Member shall, at the cost and expense of the Operating Division whose
Member made the request, furnish, or cause to be furnished, to each Member such
information bearing on the financial condition and operations of the Operating
Division in which such Member has an Economic Interest and any other information
concerning the Company which Managing Member determines to directly pertain to
such Member's Economic Interest. Each Member shall have the right, at all
reasonable times and upon reasonable notice during usual business hours, to
audit, examine and make copies of or extracts of such information from the books

<PAGE>
of account of the Company for any purpose reasonably related to the foregoing.
Such right may be exercised through any agent or employee of such Member
designated by it or by a certified public accountant designated by such Member.

              (c) The Managing Member shall maintain the Company's records,
subject to the provisions of Section 7.1 hereof, in such a manner so as to
enable each Member and their respective agents and representatives to determine
the conformity of the business, affairs and operations of the Operating Division
in which such Member has an interest with the Operating Budget for that
Operating Division.

         7.3.     Filing of Returns and Other Writings; Tax Matters Member.

              (a) The Managing Member shall determine the method of depreciation
to be utilized by the Company for tax purposes and all elections to be made by
the Company for tax purposes.

              (b) The Managing Member shall cause the preparation and timely
filing of all Company tax returns and shall, on behalf of the Company, timely
file all other writings required by any governmental authority having
jurisdiction to require such filing.

              (c) The Managing Member shall serve as the "tax matters partner"
(as such term is defined in Section 6231(a)(7) of the Code) for purposes of
Section 6231 of the Code.

              (d) Promptly following the request of the Managing Member, the
Company shall, to the fullest extent permitted by law, reimburse and indemnify
the Managing Member for all reasonable expenses, including reasonable legal and
accounting fees, claims, liabilities, losses and damages incurred by the
Managing Member in connection with any administrative or judicial proceeding
with respect to the tax liability of the Company (if any) and the Members.

              (e) The provisions of this Section shall survive the termination
of the Company or the termination of any Member's Interest in the Company and
shall remain binding on the Members for as long a period of time as is necessary
to resolve with the Internal Revenue Service any and all matters regarding the
federal income taxation of the Company or the Members.

                                   ARTICLE 8.

                  DETERMINATION OF BOOK VALUE OF COMPANY ASSETS
                  ---------------------------------------------

         8.1. Book Value. Except as adjusted as set forth below, the Book Value
of any Company Property is its adjusted basis for federal income tax purposes.

         8.2. Initial Book Value. The initial Book Value of any assets
contributed by a Member to the Company shall be the Gross Asset Value of such
assets at the time of such contribution.

<PAGE>
         8.3. Adjustments. The Book Values of all Company Property may be
adjusted by the Company to equal their respective Gross Asset Values, as
determined by the Managing Member, as of the following times: (a) the admission
of a new Member to the Company or acquisition by an existing Member of an
additional Interest in the Company; (b) the distribution by the Company of money
or property to a retiring or continuing Member in consideration for the
retirement of all or a portion of such Member's Interest in the Company; (c) the
termination of the Company for Federal income tax purposes pursuant to Section
708(b)(1)(B) of the Code; and (d) such other times as determined by the Managing
Member in accordance with Section 4.4(c) below.

         8.4. Depreciation and Amortization. The Book Value of any Company
Property shall be adjusted for the Depreciation of such asset taken into account
in computing Division Profits and Division Losses and for Company expenditures
and transactions that increase or decrease the asset's Federal income tax basis.


                                   ARTICLE 9.

                               OPERATING DIVISIONS
                               -------------------

         9.1.  Creation of Operating Divisions. The Company shall, for
purposes described herein, be divided into a number of Operating Divisions equal
to approximately the number of Members of the Company. Each Operating Division
shall be assigned to and serviced by a Branch, as such assignments are more
particularly described in the Subscription Agreements.

         9.2. Calculation of Division Profits and Division Losses. The Net
Profits (the "Division Profits") and the Net Losses (the "Division Losses") of a
Member's Operating Division for each Fiscal Year shall be calculated pursuant to
the formulae set forth in this Article 9 and shall be allocated in accordance
with the terms and provisions of the Member's Contriibution Agreement. In this
connection, it is the intention and agreement of all parties hereto that while
each Operating Division will exist and be part of the Company, the business of
each Operating Division will be conducted and operated as a separate and
distinct profit center independent of each other Operating Division of the
Company. Without limitation on the foregoing, for financial, tax and accounting
purposes, the Managing Member shall maintain the books and records of each
Operating Division as if it were a separate entity subject to the adjustments
set forth in this Article 9.

         9.3. Management Fee and Branch Costs. The Management Fee and
Branch Costs  (together,  the "Operational Charges") shall be allocated
among the Operating Divisions based upon the number of Mortgage Loans produced
and the dollar amount of such Mortgage Loans as compared to other Operating
Divisions of the Company which are serviced by the same Branch (the "Branch
Divisions"), as follows:

         (a) Fifty percent (50%) of the Operational Charges shall be allocated
by dividing the aggregate number of all Mortgage Loans funded or, in the case of
Mortgage Loans brokered by the Company, Mortgage Loans originated for or on
behalf of the Member Customers in a particular period by all Mortgage Loans
funded and/or originated by the Branch Divisions; and

         (b) Fifty percent (50%) of the Operational Charges shall be allocated
by dividing the aggregate principal balance of all Mortgage Loans funded or, in
the case of Mortgage Loans brokered by the Company, Mortgage Loans originated
for or on behalf of the Member Customers of a particular Operating Division in a
particular period by the aggregate principal balance of all Mortgage Loans
funded and/or originated by the Branch Divisions.

         (c) Notwithstanding anything to the contrary contained in this Section
9.3 or elsewhere in this Agreement, the Managing Member may impose on each
Operating Division a minimum level of Branch Costs to reflect the fixed costs of


<PAGE>
operating the Company regardless of loan production (the "Minimum Allocation").
The Minimum Allocation shall be reasonably determined by the Managing Member
based on actual Branch Costs on a monthly basis but shall in no event exceed the
pro-rata share of all such Branch Costs based on the number of Operating
Divisions within the applicable Branch.

         9.4.  Marketing Fee, etc. The Marketing Fee, Servicing Costs,
Extraordinary Costs and any and all Loan Agent commissions shall be allocated on
a loan-by-loan basis with each Operating Division paying such costs and fees
attributable to the Mortgage Loans funded and/or originated by such Operating
Division for Member Customers of that Operating Division.

         9.5. Revenues. All revenues shall be allocated on a loan-by-loan basis
with each Operating Division being allocated the revenues attributable to the
Mortgage Loans funded and/or originated by such Operating Division for Member
Customers of that Operating Division.


                                   ARTICLE 10.

               PRIMARY SOURCE OF PRODUCTION AND PRODUCTION GOALS;
               --------------------------------------------------
                            EXCLUSIVITY OF OPERATIONS
                            -------------------------

         10.1. Primary Source of Loan Production Activity for Company. At all
times during the term of this Agreement, each Member shall, and shall use its
best efforts to cause its Associates to use their best efforts to refer to the
Company, prospective borrowers and applicants who are Member Customers. In no
event, however, shall any Member permit any of its employees, agents, Associates
or other Persons under its control to issue any loan commitment, approval or
agreement for or in behalf of the Company or to obligate in any manner
whatsoever the Company to any third party or parties. Each Member shall monitor
the activities of each of its employees, agents, Associates or other Persons
under its control and shall be liable for all damages attributable to any loan
commitment, approval, agreement or obligation issued to third parties or
undertaken by any of its employees, agents, Associates or other Persons under
its control. In addition, each Member shall take all such action as may be
necessary in order to conform its activities and those of its Associates,
employees and agents comply in all respects with the provisions of the National
Housing Act of 1934, as amended, and the rules and regulations of the Federal
Deposit Insurance Corporation, the Wisconsin Department of Finance, and all
other applicable laws and regulations and to insure that all relationships
between the Company and any Associates, employees or agents of such Member are
fully consistent with the provisions of the Real Estate Settlement Procedures
Act of 1974 and Regulation X promulgated pursuant thereto. It shall be the sole
obligation and responsibility of each Member to deliver to all Member Customers
who are referred to or made aware of the Company, and its products and services,
a ABA Notice, to insure that each such Member Customer is provided with the ABA
Notice at the time of referral to, or when such customer is made aware of, the
Company and to obtain an executed copy of the ABA Notice, in the form so
delivered, from each such Member Customer.

         10.2. Limited Termination of Company Operations in Certain Area(s). If
at any time during the term of the Company Managing Member shall determine that
the business of the Company conducted in any Branch cannot be operated on a
successful and profitable basis, Managing Member may elect to terminate and
discontinue all loan production operations of the Company in such Branch. Upon
such election by Managing Member, Managing Member shall give prompt notice
thereof to each Member whose Operating Division will be directly affected by
such action. On termination of loan production operations of the Company in any
such Branch, Managing Member shall cause the Company's operations in such area
or office to be liquidated. Termination of the Branch shall not, of itself,
operate to terminate the Company or Operating Division and any liquidation of
the business, properties and assets of the Company or Operating Division in such
Branch shall not include or extend to all or any portion of the Servicing
Portfolio.

         10.3. Exclusivity of Operations Within Primary Market Areas. Subject to
Section 5.5 hereof, during the term of this Agreement, each Member agrees to use
its best efforts, and shall use its best efforts to cause its Associates to
agree, that all of such Member's and its Associates' loan production activities
with respect to Mortgage Loans shall be undertaken and conducted by it only
through the Company and all leads for Mortgage Loans shall be referred to the
Company without any compensation or benefit therefor.

<PAGE>
                                   ARTICLE 11.

                    MARKETING AND SERVICING; PURCHASE RIGHTS
                    ----------------------------------------
                   LOAN ORIGINATION AND PRODUCTION ACTIVITIES
                   ------------------------------------------

         11.1.  Loan Product Types and Pricing. From time to time during the
term of this Agreement Managing Member shall establish multiple loan maturity,
amortization, and interest rate characteristics that will constitute the
Mortgage Loans to be made available by the Company as a Mortgage Loan(s) in the
Primary Market Areas or for one or more Operating Divisions. Managing Member may
make available different loan types with respect to each Primary Market Area or
for one or more Operating Areas and may, from time to time, withdraw or
discontinue one or more types previously made available by Managing Member. The
determination of what loan types to be made available through the Company shall
be left to the reasonable discretion of Managing Member, provided, however,
Managing Member shall be under no obligation or duty to make available any loan
type which Managing Member believes in exercise of its reasonable discretion
cannot be marketed by the Company on a profitable basis. Managing Member shall
establish, and may change or amend from time to time, price lock-in or
commitment periods for which loan pricing will be guaranteed to a particular
Mortgage Loan applicant following loan approval by the Company. All pricing and
commitment periods shall be left to the sole and absolute discretion of Managing
Member.

         11.2.  Underwriting, Volume and Coverage. From time to time during
the term of the of this Agreement, the Managing Member shall establish for the
Company loan underwriting criteria and standards. All loan production operations
undertaken by Managing Member shall be fully consistent with the underwriting
guidelines and commitment limits from time to time established by Managing
Member.

         11.3. Warehouse Line. For the purpose of enabling the Company to
originate, produce, fund and close, or otherwise acquire, Mortgage Loans,
Managing Member shall make available to the Company, a warehouse line with an
aggregate maximum outstanding balance at a particular time equal to that amount
which Managing Member, in its sole discretion, agrees to provide. The Warehouse
Line shall be extended to the Company by Managing Member in consideration for
payment by the Company to Managing Member of a rate of interest on funds
actually drawn from the date of draw to the date of repayment equal to the
Warehouse Line Rate. The Warehouse Line provided by Managing Member to the
Company shall be evidenced by such documentation as Managing Member deems
reasonably necessary or advisable under the circumstances. The Warehouse Line is
intended by the parties hereto to be, and shall be, a secured loan and extension
of credit by Managing Member to the Company and not a contribution to the
capital thereof. All funding procedures under the Warehouse Line shall be
determined by Managing Member in its sole discretion and Managing Member shall
have the sole determination as to whether to any particular Mortgage Loan is
eligible for warehouse funding. All loans in warehouse, whether held in the name
of the Company or otherwise, shall be subserviced by Guaranty for and in behalf
of the Company as provided in the SubServicing Agreement.

<PAGE>
         11.4. Marketing; Subservicing; Purchase Right. The secondary marketing
of all Mortgage Loans originated by or on behalf of the Company shall be
undertaken by Managing Member for and on behalf of the Company. Subject to
Section 11.6, if the Company sells loan(s) originated by the Company on a
servicing retained basis, Guaranty shall for the Loan SubServicing Fee
subservice such loan(s) until an Election Date on which the Managing Member
elects to sell the Servicing Rights relating to the loan(s). Upon such Election
Date, Guaranty shall have the right to exercise its Purchase Right to purchase
the Servicing Rights from the Company at a price (the "Exercise Price")
determined by Appraisal. If Guaranty does not exercise its Purchase Right within
5 business days of the Election Date, or if Guaranty exercises its Purchase
Right but does not deliver payment for the Servicing Rights purchased within
four weeks subsequent to the related Election Date, the Company may sell such
Servicing Rights to any third party. Among other things, Managing Member,
subject to the foregoing, may elect to market loans as whole loans, as
participation interest in loans, or as part of a mortgage-backed, pass-through
loan pool securities. In connection with marketing activities, Managing Member,
subject to Guaranty's Purchase Right, may market Mortgage Loans of the Company
under commitments or agreements, or in connection with loan pools, which may
include loans also produced by Managing Member for its own account or in
conjunction with others. Each Member acknowledges and agrees that from time to
time and at any time the Managing Member may determine to sell loans to
Guaranty; provided, however, that the close of any sale of loan(s) to Guaranty
thereunder shall occur at least one business day after the funding of the
subject loan by the Company. Each Member also agrees that neither Managing
Member nor Guaranty shall have any duty or obligation to any Member or to the
Company to give the Company any priority or preference with respect to any
marketing decisions made or undertaken by Managing Member or its Associates and
each Member hereby consents to and waives any conflict that may arise from such
decisions. Consequently, so long as Managing Member acts reasonably and
impartially in the conduct of marketing decisions for and in behalf of the
Company, Managing Member shall not be deemed to be in breach or default of any
of its respective duties or obligations to the Company or to any of the Members
with respect to any marketing decisions or activities undertaken by Managing
Member or its Associates.

         11.5. Servicing and Subservicing the Loan Servicing Portfolio. Subject
to Section 11.6, with respect to all loans included in the Servicing Portfolio,
the Company shall be the servicing agent and Guaranty shall be the subservicing
agent until an election is made at any Election Date to transfer the Servicing
Rights of such loan(s), and Guaranty shall receive the Loan SubServicing Fee as
set forth in Exhibit "C" hereto. Guaranty shall undertake all loan subservicing
activities as loan subservicing agent for and on behalf of the owner and/or
investors of such loans and in accordance with the loan servicing agreements
applicable thereto and Guaranty shall be entitled to charge to the Company, with
respect to all such Servicing Rights, the Loan SubServicing Fee. In addition,
Guaranty shall be entitled to reimbursement, either pursuant to the provisions
of the loan servicing agreement if so provided for or from the Company if no
such provision for reimbursement is made in such agreements, for all

<PAGE>
out-of-pocket costs and expenses incurred to third parties by Guaranty in
connection with loan delinquency and foreclosure proceedings, the maintenance
and security of the security properties, and the maintenance, management and
disposition of properties acquired on foreclosure of loans included in the Loan
Servicing Portfolio. Guaranty shall be entitled to any interest or other
compensation that may be earned on Custodial Balances in accordance with the
SubServicing Agreements defined below. Such costs and expenses shall extend to
and include, but without limitation, trustee and foreclosure fees, insurance
premiums, property management fees, and real estate brokerage fees. The
foregoing notwithstanding, at any time and from time to time the Managing Member
may elect to sell (to any party including Guaranty) all or any of its Mortgage
Loans on a servicing released basis. In exchange for the right to subservice the
Servicing Portfolio and Purchase Rights contained in this Agreement, Guaranty
shall subservice the Mortgage Loans in accordance with the subservicing
agreement(s) (the "SubServicing Agreements") to be entered into between Guaranty
and the Company subsequent hereto. SMC acknowledges that to the extent Guaranty
breaches its agreements contemplated under this Section 11.5 and, as a result of
such breach the Company suffers any "Damages", then the Managing Member shall,
on behalf of the Company, use its best efforts to seek restitution from Guaranty
for all such Damages.

         11.6  Servicing Sales. Notwithstanding anything contained in
Section 11.4, 11.5 or elsewhere herein to the contrary, Managing Member shall
have the right to sell Servicing Rights on a loan-by-loan or flow basis to
facilitate faster realization of the cash value of servicing or to achieve
improved value for the Company. Managing Member shall reasonably allocate income
from Servicing Rights sold in bulk pursuant to the foregoing as closely as
reasonably possible to the values placed on such Servicing Rights by the
purchaser thereof. No loan servicing income shall be payable in connection with
Loans sold pursuant to this Section except to the extent of any servicing
release premiums which shall be promptly allocated to the Operating Division.
Managing Member shall use commercially reasonable efforts to distribute net
profits within sixty (60) days following receipt of income from sale of
Servicing Rights if such rights are sold on a quarterly flow basis.

                                   ARTICLE 12.

                        ALLOCATION OF PROFITS AND LOSSES
                        --------------------------------

         12.1. Allocation of Net Profits and Net Losses. Net Profits and Net
Losses shall be allocated to and among the Members, for each Fiscal Year, in
accordance with the following:

                  (a) Each Member shall be allocated his or its share of
Division Profits and Division Losses, and Discontinued Operating Division
Profits and Discontinued Operating Division Losses, as determined in accordance
with Sections 9.2 and 1.31, respectively.

                  (b) Company Profits and Company Losses for each Fiscal
Year shall be allocated to and among the Members in proportion to their
respective Contribution Percentages.

                  (c)  Tax credits and tax losses of the Company shall be
allocated to the Members in proportion to the percentage of the tax credits and
tax losses attributable to a Member's Operating Division, as determined by the
Managing Member.

                  (d)  Except as otherwise provided in this Agreement, all
items of Company income, gain, loss, deduction and any other allocations not
otherwise provided for shall be divided among the Members in such manner as
reasonably determined by the Managing Member.

<PAGE>
         12.2. Special Allocations. The following special allocations shall be
made in the following order:

                  (a)  Minimum Gain Chargeback. Except as otherwise
provided in Section 1.704-2(f) of the Regulations, and notwithstanding any other
provision of this Article 12 to the contrary, if there is a net decrease in
Company Minimum Gain during a Fiscal Year, each Member will be allocated, before
any other allocation under this Article 12, items of income and gain for such
Fiscal Year (and if necessary, subsequent years) in proportion to and to the
extent of an amount equal to such Member's share of the net decrease in Company
Minimum Gain determined in accordance with Regulations Section 1.704-2(g)(2).
This Section 6.3.3 is intended to comply with, and shall be interpreted
consistently with, the "minimum gain chargeback" provisions of Regulations
Section 1.704-2(f).

              (b) Member Minimum Gain Chargeback. Except as otherwise provided
in Section 1.704-2(i)(4) of the Regulations, and notwithstanding any other
provision of this Article 12 to the contrary, if there is a net decrease in
Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt
during any Fiscal Year of the Company, each Member who has a share of the Member
Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt,
determined in accordance with Regulations Section 1.704-2(i)(5), shall be
specially allocated items of Company income and gain for such year (and, if
necessary, subsequent years) in an amount equal such Member's share of the net
decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member
Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in accordance
with Regulations Section 1.704-2(i)(4). This Section 12.2.4 is intended to
comply with, and shall be interpreted consistently with, the "minimum gain
chargeback" requirement of Regulations Section 1.704-2(i)(4).

              (c) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal
Year shall be specially allocated among the Members in proportion to their
Contribution Percentage; provided, however, that any Member Nonrecourse
Deductions for any Fiscal Year or other period shall be specially allocated to
the Member who bears (or is deemed to bear) the economic risk of loss with
respect to the Member Nonrecourse Debt to which such Member Nonrecourse
Deductions are attributable in accordance with Regulations Section
1.704-2(i)(2).

              (d) Section 754 Adjustment. To the extent an adjustment to the
adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code
Section 734(b) is required pursuant to Regulations Section
1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be
taken into account in determining Capital Accounts as the result of a
distribution to a Member in complete liquidation of his Membership Interest, the
amount of such adjustment to Capital Accounts shall be treated as an item of
gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases such basis) and such gain or loss shall be specially

<PAGE>
allocated to the Members in accordance with their interests in the Partnership
in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the
Member to whom such distribution was made in the event Regulations Section
1.704-1(b)(2)(iv(m)(4) applies..

              (e) Curative Allocations. Any special allocations of items of Net
Profits pursuant to this Section 12.2 may be taken into account, as determined
by the Managing Member, in computing subsequent allocations of Net Profits
pursuant to Section 12.1, so that the net amount of any items so allocated and
the gain, loss and any other item allocated to each Member pursuant to Section
12. 2 shall, to the extent possible, be equal to the net amount that would have
been allocated to each such Member pursuant to the provisions of this Article 12
if such special allocations had not occurred.

         12.3  Code Section 704(c) Allocations. ___ Notwithstanding any
other provision in this Article 12, in accordance with Code Section 704(c) and
the Regulations promulgated thereunder, income, gain, loss and deduction with
respect to any Property contributed to the capital of the Company shall, solely
for tax purposes, be allocated among the Members so as to take account of any
variation between the adjusted basis of such Property to the Company for federal
income tax purposes and its Gross Asset Value on the date of contribution. In
the event that the Book Value of any asset of the Company is adjusted pursuant
to Section 4.4(c) hereof, subsequent allocations of income, gain, loss and
deductions with respect to such asset shall take into account any variation
between the adjusted basis of such asset for federal income tax purposes and its
adjusted book value in the same manner as under Code Section 704(c) and the
Regulations promulgated thereunder and under Code Section 704(b). Allocations
pursuant to this Section 12.3 are solely for purposes of federal, state and
local taxes. As such, they shall not affect or in any way be taken into account
in computing a Member's Capital Account or share of profits, losses or other
items of distributions pursuant to any provision of this Agreement.

         12.4 Allocation of Net Profits and Losses and Distributions in Respect
of a Transferred Interest. If any Economic Interest is transferred, or is
increased or decreased by reason of the admission of a new Member or otherwise,
during any Fiscal Year of the Company, Net Profits or Net Losses for such Fiscal
Year shall be assigned pro rata to each day in the particular period of such
Fiscal Year to which such items is attributable (i.e., the day on or during
which it is accrued or otherwise incurred) and the amount of each such items so
assigned to any such day shall be allocated to the Member or assignee based upon
his or her respective Economic Interest at the close of such day. However, for
the purpose of accounting convenience and simplicity, the Company shall treat a
transfer of, or an increase or decrease in, an Economic Interest which occurs at
any time during a semi-monthly period (commencing with the semi-monthly period
including the date hereof) as having been consummated on the last day of such
semi-monthly period, regardless of when during such semi-monthly period such
transfer, increase, or decrease actually occurs (i.e., sales and dispositions
made during the first fifteen (15) days of any month will be deemed to have been
made on the 15th day of the month). Notwithstanding any provision above to the
contrary, gain or loss of the Company realized in connection with a sale or
other disposition of any of the assets of the Company shall be allocated solely
to the parties owning Economic Interests as of the date such sale or other
disposition occurs.

<PAGE>
         12.5 Obligations of Members to Report Allocations. The Members are
aware of the income tax consequences of the allocations made by this Article 12
and hereby agree to be bound by the provisions of this Article 12 in reporting
their shares of Company income and loss for income tax purposes.


                                   ARTICLE 13.

                                  DISTRIBUTIONS
                                  -------------

         13.1. Limitations and Distributions. Subject to the following
conditions, limitations, and restrictions, all cash funds of the Company shall,
at such intervals as may be determined by the Managing Member, but not less
frequently than ninety (90) days following the end of each calendar year, be
distributed by the Company to the Members in accordance with the provisions of
Article 13:

              (a) At the time of such distribution, the Company must have
available to it unencumbered cash funds sufficient for such distribution, after
taking into account amounts which should be set aside to provide a reasonable
reserve (the "Reserve") for the continuing operations and business of the
Company and for normal working capital needs. The amount of the Reserve shall be
determined by the Managing Member and shall include cash funds at least equal to
the reasonably foreseeable cash requirements of the Company for the ensuing
ninety day period;

              (b) No distribution shall be made by the Company to the Members
unless, after the distribution is made, the assets of the Company are in excess
of all liabilities of the Company, except liabilities to Members on account of
their Capital Accounts, and except liabilities for which the recourse of
creditors is limited to specified property of the Company where the fair value
of such property is included in the assets of the Company only to the extent
that the fair value of that property exceeds the liability to which such
property is subject;

              (c) No distribution shall be made by the Company to the Members if
the Company is in default with respect to any indebtedness or liability of the
Company, or if the distribution might result in the Company's inability to
satisfy any net worth, capitalization, liquidity, or other financial test or
covenant to which the Company is subject or result in a loss of or impairment in
any approval, registration, authorization or qualification held or proposed to
be obtained by the Company; and

              (d) No distribution shall be made to any Member if such Member is
in default under this Agreement or breaches any prohibition or negative covenant
in this Agreement until such default or breach has been cured to the reasonable
satisfaction of the Managing Member.

         13.2.  Distributions.  Distributions  of cash of the Company which the
Managing Member  determines to be available for distribution shall be made as
follows:

<PAGE>
                  (a)  Each Member shall receive an amount equal to the
sum of (i) that Member's Division Profits net of its Division Losses plus (ii)
that Member's Company Profits net of its Company Losses; plus (iii) that
Member's Discontinued Operating Division Profits net of its Discontinued
Operating Division Losses less (iv) the amount of the Reserve attributable to
such Member as determined by the Managing Member based upon each Member's
Contribution Percentage or, if Additional Capital Contributions are not made by
such Member, for the period over which the Reserve was established (v) less any
Additional Capital Contributions not previously made by such Member; provided if
Guaranty exercises its Purchase Right, Managing Member may, in its sole
discretion, direct that the amount (the "Substitute Amount") of the cash
distribution to which Managing Member would otherwise be entitled hereunder
(assuming a distribution by the Company of such Exercise Price to Managing
Member) be applied to, and reduce, the payments otherwise due from Guaranty by
virtue of the exercise of Guaranty's Purchase Right, and the Substitute Amount
shall be treated for accounting and tax purposes, as determined by Managing
Member in its sole discretion, as either (i) the distribution of cash to
Managing Member and the payment by Guaranty to the Company of a portion of the
Exercise Price of Guaranty's Purchase Right or (ii) the distribution to Managing
Member (in lieu of cash) of those rights described in Guaranty's Purchase Right
as Managing Member may select that are equal in value to the Substitute Amount.

              13.3. Accumulative Reconciliation of Distributions.
Notwithstanding the receipt and distribution of distributable cash at any time
or from time to time during the term of the Company to the Members, if upon
dissolution or liquidation of the Company or an Operating Division, as
applicable, the accumulated amount of Division Profits of an Operating Division,
Company Profits and Discontinued Operating Division Profits allocated to any
Member during the term of the Company and Capital Contributions contributed to
the Company by such Member is less than the sum of (A) the amount of aggregate
cash distributions made to such Member by the Company, plus (B) the negative
balance, if any, in such Member's Capital Account, such Member shall thereupon
be liable to the Company and to its creditors for the amount equal to the amount
by which the sum of (A) plus (B) exceeds the aggregate of such Division Profits,
Company Profits and Discontinued Operating Division Profits and Capital
Contributions. Such liabilities shall be satisfied by direct payment by the
Member owing the amount to the Company at the time of dissolution and
liquidation or by such other means as may be acceptable to the Managing Member
and/or creditors of the Company.

         13.4. Withdrawals of Capital Contributions and Interest Thereon.
No Member shall be entitled to withdraw any part of its Capital Contributions
to, or to receive any distributions from the Company except as provided in
Article 15. No Member shall be entitled to demand or receive (i) interest on its
Capital Contributions or (ii) any property from the Company other than cash
except as provided in Article 15; provided, however, that the Company shall
establish a bank account for each Operating Division with Guaranty to hold and
disburse the Capital Contribution and any interest earned on such accounts shall
be credited to the income of the applicable Operating Division.

                                   ARTICLE 14.

                     DISSOLUTION AND LIQUIDATION OF COMPANY
                     --------------------------------------

       14.1. Dissolution. The Company shall be dissolved upon the occurrence of
any of the following, (each, a "Dissolution Event"):

              (a) The sale, transfer or other disposition of all or
substantially all the assets of the Company;

              (b) Any event which results in the Company having less than two
members;

              (c) The happening of any of the events set forth in ss.ss.
18-801(4) and 18-801(5) of the Act which affects the Member and thereby results
in the dissolution of the Company by operation of law unless the Managing Member
elects to continue the business of the Company;

              (d) The written decision of the Managing Member to dissolve the
Company;

              (e) Upon the assignment of assets of Guaranty or Managing Member
upon the occasion of any involuntary (supervisory) merger or acquisition of
Guaranty or Managing Member at the direction of the FDIC; or

              (f) At the election of the Managing Member upon the occurrence of
either of the following:

              (g) In the event that either Guaranty or Managing Member becomes
subject to adverse regulatory criticism by reason of their investment or
involvement in the Company or the activities of the Company by the Federal
Deposit Insurance Corporation or the Wisconsin Department of Financial
Institutions (or its successor); or

              (h) In the event that Guaranty, Managing Member or its Associates
is directed to discontinue investment in the Company and/or terminate the
activities of the Company by the Wisconsin Department of Financial Institutions
(or its successor), the Federal Deposit Insurance Corporation, the Federal
Reserve, or in the event that Guaranty, Managing Member or its Associates
investment in the activities of the Company become an unauthorized or illegal
investment and/or activity of Guaranty, Managing Member or its Associates
pursuant to any applicable federal or state law or governmental regulation; or

              (i) upon 120 days written notice by Managing Member that the
Company is dissolved, with or without cause and regardless of the reason
therefor.

         14.2.  Effect Of Dissolution. The dissolution of the Company shall
be effective on the day on which the event occurs giving rise to the
dissolution, but the Company shall not terminate until this Agreement has been
canceled and the assets of the Company shall have been distributed as provided
in Section 11.4 of this Agreement and the Act. Notwithstanding the dissolution

<PAGE>
of the Company, prior to the termination of the Company, the business of the
Company and the affairs of the Members, as such, shall continue to be governed
by this Agreement. The dissolution of the Company shall not result in the
termination or modification of any provision of any other agreement between the
Company and any of its Members or Affiliates thereof except as provided in such
other agreement.

         14.3.  No Recourse Against Members For Distribution. Except as
expressly provided herein to the contrary, each Member shall look solely to the
assets of the Company for all distributions with respect to the Company, for
return of its capital contribution thereto, for its share of Net Profits or Net
Losses, and for any other payment in respect of its interest in the Company, and
shall have no recourse therefor (upon dissolution or otherwise) against the
other Members.

         14.4.  Winding up Affairs and Distribution of Assets.

                  (a) Upon dissolution of the Company, the Managing Member shall
proceed to wind up the affairs of the Company, liquidate the remaining property
and assets of the Company and wind-up and terminate the business of the Company.
The Managing Member shall cause a full accounting of the assets and liabilities
of the Company to be taken and shall cause the assets to be liquidated and the
business to be wound up as promptly as possible by either or both of the
following methods, at the election of the Managing Member: (1) selling the
Company assets and distributing the net proceeds therefrom (after the payment of
Company liabilities) to each Member in satisfaction of its Capital Account; or
(2) if all Members shall agree, distributing the Company assets to the Members
in kind and debiting the Capital Account of each Member with the fair market
value of such assets, each Member accepting an undivided interest in the Company
assets (subject to their liabilities) in proportion to and to the extent of each
Member's positive Capital Account balance after allocating and crediting to the
Capital Accounts the unrealized gain or loss to the Members as if such gain or
loss had been recognized and allocated pursuant to Section 9.1; provided, that
if the Company has any interest in any Mortgage Loans insured by HUD under its
FHA insurance program, all such interests shall be sold by the Managing Member
to another HUD-approved mortgagee and shall not, under any circumstances, be
distributed to any Member; provided, further, that the Managing Member shall be
entitled to acquire interests in any FHA insured Mortgage Loans so long as the
purchase price paid by the Managing Member satisfies the provisions of Section
14.4(c), below.

                  (b) If the Company shall employ method (1) as set forth in
Section 14.4(a) in whole or part as a means of liquidation, then the proceeds of
such liquidation shall be applied in the following order of priority: (i) first,
to the expenses of such liquidation; (ii) second, to repay the Warehouse Line in
full; (iii) third, to the debts and liabilities of the Company to third parties,
if any, in the order of priority provided by law; (iv) fourth, a reasonable
reserve shall be set up to provide for any contingent or unforeseen liabilities
or obligations of the Company to third parties (to be held and disbursed, at the
discretion of the Managing Member, by an escrow agent selected by the Managing
Member) and at the expiration of such period as the Managing Member may deem
advisable, the balance remaining in such reserve shall be distributed as
provided herein; (v) fifth, to debts of the Company to the Members or their
Associates and any fees and reimbursements payable under this Agreement; and

<PAGE>
(vi) sixth, to the Members in accordance with their respective positive Capital
Account balances, after taking into account all adjustments thereto for the
Fiscal Year in which such liquidation occurs. Such liquidating distributions
shall be made by the end of the Company's Fiscal Year in which the Company is
liquidated, or, if later, within ninety (90) days after the date of such
liquidation.

                  (c) In connection with the liquidation of the Company, the
Members severally, jointly, or in any combination upon which they may agree,
shall have the first opportunity to make bids or tenders for all or any portion
of the assets of the Company, and such assets shall not be sold to an outsider
except only for a price higher than the highest and best bid of a single Member,
the Members jointly, or a combination of Members. Any bid made by a Member or
Members for all or any portion of the assets shall be made, if at all, within
thirty (30) days after the Managing Member or any other Member shall have
requested such bids. A copy of each bid shall be delivered by the Managing
Member to each Member. Unless otherwise agreed by all Members, no Member shall
be entitled to raise its bid after submission thereof, whether in response to a
bid received by the Company from any other Member or third party, or otherwise.
No Member shall be entitled to bid upon or acquire any asset of the Company it
is legally or contractually prohibited from acquiring.

                  (d) During the period of the dissolution of the Company and
the termination of its affairs, the business of the Company shall be continued
to the extent necessary to allow an orderly winding up of the Company's
business; provided, however, that in no event shall any party hereto, during the
pendency of such dissolution and termination, solicit or accept any new loan or
other contractual commitments without the prior written consent of the Managing
Member.

         14.5 Compliance with Regulations. In the event the Company is
"liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g),

                  (a) distributions shall be made pursuant to this Article 14 to
the Members who have positive Capital Accounts in compliance with Regulations
section 1.704-1(b)(2)(ii)(b)(2), and

                  (b) if any Member's Capital Account has a deficit balance
(after giving effect to all contributions, distributions and allocations for all
Fiscal Years, including the Fiscal Year during which the liquidation occurs),
such Member shall contribute to the capital of the Company the amount necessary
to restore such deficit balance to zero in compliance with Regulations Section
1.704-1(b)(ii)(b)(3).


                                   ARTICLE 15.

               DISSOLUTION AND LIQUIDATION OF OPERATING DIVISIONS
               --------------------------------------------------

              15.1. Termination of any Operating Division by Either Member.
Either the Managing Member or a Member may elect to terminate the business and
affairs of that Member's Operating Division upon the occurrence of any one or
more of the following:

<PAGE>
         (a) If, by the end of the second Fiscal Year following the commencement
of the operations of that Operating Division, the Operating Division has failed
on a cumulative basis to operate profitably (based on taxable income for the
second Fiscal Year) or if the business of the Operating Division can only be
carried on thereafter at a loss;

         (b) Upon the dissolution and liquidation, or termination of the
corporate existence, of that Member;

         (c) In the event that either the Member or the Managing Member
materially breaches any provision of this Agreement or fails to diligently
commence cure of any breach of this Agreement within five business days of
written notice from the other of the Member or the Managing Member, then at the
election of the "Non-defaulting Member" (as this term is defined below); or

         (d) In the event that either the Member or the Managing Member becomes
insolvent or unable to pay its debts as they mature, or makes an assignment for
the benefit of creditors, or suffers or fails to pay and discharge within thirty
(30) days of entry any final judgement (after exhaustion of any period of
appeals) by any court in the amount of, in the case of any Member $10,000 or
more, or in the case of the Managing Member $2 million or more, or in the event
that either the Member or the Managing Member files, or there is filed against
the other a petition for bankruptcy, reorganization or arrangement under any law
relating to bankruptcy or insolvency, or Persons other than the Member or the
Managing Member obtain an order or decree in any court of competent jurisdiction
enjoining or prohibiting the other from performing this Agreement or in the
event that the assets of either are assumed by a trustee or other person
pursuant to any judicial proceeding.

         15.2. Termination by Member. Any Member (other than SMC) may elect
to terminate its Operating Division at any time upon sixty (60) days written
notice by such Member that their respective Operating Division is terminated,
with or without cause, and regardless of the reason therefor; provided, however,
that the foregoing sixty (60) day period shall be one hundred eighty (180) days
for GFM.

         15.3.    Termination by Managing  Member.  Managing  Member may elect
to terminate any Operating  Division

upon the occurrence of any one or more of the following:

              (a) In the event that either Guaranty or Managing Member becomes
subject to adverse regulatory criticism by reason of their investment or
involvement in the Company or the activities of the Company by the Federal
Deposit Insurance Corporation or the Wisconsin Savings and Loan Commissioner (or
its successor);

              (b) In the event that Guaranty, Managing Member or its Associates
is directed to discontinue and/or terminate the activities of any Operating
Division by the Wisconsin Savings and Loan Commissioner (or its successor), the
Federal Deposit Insurance Corporation, the Federal Reserve, or in the event that
the activities of any Operating Division become an unauthorized or illegal

<PAGE>
investment and/or activity of Guaranty, Managing Member or its Associates
pursuant to any applicable federal or state law or governmental regulation;

              (c) Upon sixty days written notice by Managing Member that any
Operating Division is terminated, with or without cause and regardless of the
reason therefor; provided that with respect to the Operating Division for GFM
such time period shall be 180 days; or

              (d) Upon dissociation of a Member having an Economic Interest in
that Operating Division.

         15.4. Effect of Termination. Upon the effective date of termination of
all obligations and liabilities of either the Member whose Operating Division
has been terminated, or of the Managing Member to such Member except for such
obligations and liabilities arising from, or pertaining to, the ordinary course
of winding up the business of such Operating Division, shall immediately cease
and terminate; provided, that in no event shall any such termination, for
whatever cause, operate to release or discharge any party hereto for any
liability to the other party by reason of any breach or default theretofore
occurring or shall operate in any manner so as to limit or impair any of the
indemnification obligations and contribution obligations of such Member as
provided elsewhere herein.

         15.5. Liquidation of Assets. Subject to the provisions of Section 15.6,
upon termination of an Operating Division, control of the business and affairs
of the Company shall continue to be undertaken by the Managing Member, who shall
wind up the affairs of the Operating Division by closing out loans in the
pipeline and, thereafter, selling any remaining Servicing Rights. At Managing
Member's sole election Managing Member may cause an independent and experienced
appraiser to appraise the business, properties and assets of that Operating
Division on a liquidation basis, and not as a going concern. Such appraisal
shall not place any value on goodwill or future prospects of that Operating
Division. On the basis of commercially reasonable judgment, the Managing Member
shall establish the respective Economic Interests of the related Member and the
Managing Member in that Operating Division based on Managing Member's accounting
records following closing of the pipeline and sale of any Servicing Rights. If,
however, Managing Member obtains an appraisal, such value shall be established
on the assumption that all of its business, properties and assets are sold in a
bona fide arms-length transaction to a third party at such appraisal price. In
either event, the proceeds of pipeline disposition or assumed sale are used to
discharge all obligations to third parties attributable to the business or
operations of that Operating Division and thereafter distributed in accordance
with the provisions of Section 15.6. At any time within fifteen (15) days after
such valuation, Managing Member or GFM shall have the right to purchase all of
the Member's right, title and interest in and to the terminated Operating
Division at a price equal to the valuation therefor and for all cash. Purchase
by Managing Member or GFM shall be consummated, if at all, within fifteen (15)
days following the date of the election to purchase. In the event that Managing
Member or GFM does not elect to purchase the other's interest in the Operating
Division, the Managing Member shall manage the business and affairs of the
terminated Operating Division in accordance with prudent business judgment and
shall seek to sell all of the business, properties and assets of the terminated
Operating Division as promptly as reasonably possible and at a price
approximating their fair market value, as determined above. In all events,

<PAGE>
however, no sale of the business, properties or assets of that Operating
Division shall be undertaken, and no contract or agreement entered into therefor
with any third party, without the prior written consent of the Managing Member.
Upon any sale of the business, properties and assets of the terminated Operating
Division all proceeds emanating therefrom will be applied, distributed and
allocated in accordance with the provisions of Section 15.6.

         15.6. Termination and Liquidation. Following the sale and distribution
of the business, properties and assets of the terminated Operating Division, all
proceeds received by the Company shall be deposited with Managing Member
immediately upon receipt thereof and promptly following such deposit shall be
distributed in the following order of priority.

                  (a) To the payment and discharge of all secured
liabilities, secured debts and secured obligations of the Company to Managing
Member and third parties, first with respect to the Warehouse Line, and next
with respect to all other secured liabilities, secured debt and secured
obligations of the Company to the extent Managing Member determines, in the
exercise of its reasonable discretion, that such liabilities, debts and
obligations are attributable to the business, operations or affairs of that
Operating Division;

                  (b)  To the payment and discharge of all other
liabilities, debts and obligations of the Company to third parties to the extent
Managing Member determines, in the exercise of its reasonable discretion, that
such liabilities, debts and obligations are attributable to the business,
operations or affairs of that Operating Division;

                  (c)  To the payment and discharge of all loans made to
the Company by the Member whose Operating Division has been terminated and to
pay and discharge all loans made by Managing Member to the Company in connection
with the operations of the Operating Division and as determined by the Managing
Member, including any interest accrued and unpaid thereon, excluding the
Warehouse Line, first with respect to all Loan SubServicing Fees owed to
Guaranty, and next to all remaining loans or investments made to the Company;
and

                  (d)  To the payment to the Members of all remaining
amounts of contributed cash capital and property, at the agreed upon value, made
by the Member and the Managing Member in accordance with their respective
Economic Interests in the Operating Division.

         Notwithstanding anything hereinabove to the contrary, at the time of
liquidation and distribution of the remaining assets of an Operating Division,
if the Managing Member shall reasonably determine that there is a basis of a
third party claim against the Company or a liability of the Company to some
third party as a result of the conduct of the business or affairs of that
Operating Division, including, without limitation, any claim for repurchase of
or indemnity on sold loans, whether or not asserted by the third party, the
Managing Member shall withhold and reserve from the amounts to be distributed an
amount to pay and discharge any such claim and to defray all costs and expenses
that the Company might reasonably be expected to suffer or incur in connection
with any challenge to or defense of the same. All amounts so reserved by the
Managing Member shall be maintained in a passbook interest bearing account at
Guaranty or such depository or depositories as may be selected by the Managing

<PAGE>
Member or its Associates, with interest accruing thereon to the benefit of the
Members in accordance with their respective Economic Interests in the Operating
Division, and shall be retained until such time as such claim is fully settled
and resolved or in the reasonable judgment of the Managing Member determined not
to be actionable or unlikely ever to be asserted.

         15.7.  Wrongful Dissolution. If any Operating Division is
terminated under Section 15.1(c) or (d) or a Member is dissociated pursuant to
Section 17.1 (b) through (f) then Managing Member shall have the right and
power, at any time within fifteen (15) days following written notice of such
event, to purchase, all, but not less than all, of the Member's interest in the
Company, on the following terms:

                  (a)  the fair market value of all of the business and
assets, net of liabilities, of the Operating Division shall be determined
pursuant to the procedures set forth in Section 15.5 of this Agreement;

                  (b)  the Member's distributive share of the business and
net assets shall be determined by assuming that the business and net assets of
the Operating Division were sold for 75% of their fair market value, pursuant to
Section 15.5 and that the proceeds thereof were distributed as provided in
Section 15.6 of this Agreement; and

                  (c) payment shall be made to the Member of its distributive
share as determined in Section 15.6.

                  Upon payment to the Member of the amount set forth in Section
15.7(c), all interests and rights of the Member shall cease and terminate and
all of its interest in the Company shall, without further action, be owned by,
and be the sole and exclusive property of, Managing Member.


                                                     ARTICLE 16.

                                            TRANSFERS OF INTERESTS, ETC.

         16.1.    Consent  Required.  Except as set forth in Section 16.2 no
Member shall  transfer its interest in the Company  without the prior  written
 consent of the  Managing  Member which  consent  will not be  unreasonably
withheld.

         16.2.  Assignment by SMC. SMC shall have the right to assign,
pledge, transfer, hypothecate, encumber or otherwise alienate any portion of
their respective right, title and interest in and to the Company, as follows:

                  (a) To Guaranty or to any corporation which owns more than 50%
of the capital stock of Guaranty or Managing Member or to any corporation 50% of
whose capital stock is owned by Guaranty or Managing Member -- in case of any
transfer by Managing Member of its interest in the Company, the party receiving
such interest shall succeed to Managing Member's position as Managing Member of
the Company in the event Managing Member is, at the time of such transfer, the
Managing Member; or

<PAGE>
                  (b) As a result of any corporate acquisition, reorganization,
merger, sale of substantially all of the assets or similar type organic change
transaction to which any of Guaranty, Managing Member or their respective
Associates are a party and whether or not Guaranty, SMC or their respective
Associates are a surviving or resulting entity.

         16.3. Obligations and Rights of Transferees and Assignees. Any
Person who acquires in any manner whatsoever the interest (or any part thereof)
of any Member in the Company, irrespective of whether such Person has accepted
and assumed in writing the terms and provisions of this Agreement, shall be
deemed, by acceptance of the benefit of the acquisition thereof, to have
requested and agreed to be subject to and bound by all of the obligations of
this Agreement, with the same force and effect as any predecessor in interest in
the Company, shall have only such rights as are provided in this Agreement, and,
without limiting the generality of the foregoing, such Person shall not have the
value of his interest ascertained or receive the value of such interest, or, in
lieu thereof, profits attributable to any right in the Company, except as set
forth in this Agreement.

         16.4.  Nonrecognition of Certain Transfers. Notwithstanding any
other provision of this Agreement, any transfer, sale, alienation, assignment,
encumbrance or other disposition in contravention of any of the provisions of
this Article shall be void and ineffective, and shall not bind, or be recognized
by, the Company.

         16.5. Required Amendments; Continuation. If and to the extent any
transfer of a Member Interest in the Company is permitted hereunder, this
Agreement shall be amended to reflect such transfer and (if and to the extent
then required by the Act) a certificate of amendment to the Certificate shall be
filed in accordance with the Act. The admission of any substitute Member
pursuant to this Article shall be deemed effective immediately prior to the
transfer of an interest in the Company to such substitute Member. If the
transferor Member has transferred all of its interest in the Company pursuant to
this Article 16, then, immediately following such transfer, the transferor
Member shall cease to be a Member of the Company.

         16.6.    Resignation.  No Member  shall  have the  right to  resign
from the  Company  without  the prior written  consent of the Managing  Member;
  except pursuant to a termination of such Member's  Division  pursuant to
Section 15.2.

                                   ARTICLE 17.

                            DISSOCIATION OF A MEMBER
                            ------------------------

         17.1.  Dissociation of a Non-Managing Member. A Person who is not
the Managing Member shall cease to be a Member upon the happening of any of the
following events (which shall constitute "Dissociation Events" only with respect
to such Members):

                  (a)      the Member furnishes a written notice of
withdrawal to the Managing Member;

<PAGE>
                  (b)      the  voluntary  transfer by a Member of that
Member's  Interest in violation of Section 16.1 hereof;

                  (c)      the bankruptcy of a Member;

                  (d)  the acquisition, by a Member, of a direct or
beneficial interest in a mortgage brokerage company that competes with the
Company for applicants for mortgages; provided, however, that the Member is not
prevented from investing in up to 1% of the outstanding shares in a
publicly-traded loan production or mortgage banking concern;

                  (e)      the  breach,  by a  Member,  of any  material  term,
 condition  or  provision  of  this Agreement;

                  (f)      the violation,  by a Member, of the provisions of the
 Real Estate  Settlement  Procedure Act of 1974 ("RESPA"), as amended, and the
 regulations implementing the same;

                  (g)      in the case of a  Member  that is a  separate
Person,  other  than a  corporation,  the dissolution and commencement of
 winding up of the separate Person;

                  (h)      in the  case  of a  Member  that  is a  corporation,
 the  filing  of a  certificate  of dissolution, or its equivalent, for the
corporation or the revocation of its charter; or

                  (i)      in the case of an estate,  the  distribution  by the
 fiduciary of the  estate's  entire interest in the Company;

                  (j)      in the case of a Member who is an individual, the
death of the Member; or

                  (k) in the case of a Member who is an individual, the
entry of an order by a court of competent jurisdiction adjudicating the Member
incompetent to manage the Member's personal estate.

                  (l)      Upon the termination of such Member's Operating
Division as provided in Article 15.


         17.2. Dissociation of the Managing Member. Any Person (other than
SMC, its Associates or permitted transferees and assigns) who is the Managing
Member shall cease to be a Member upon the happening of any of the following
events (which shall constitute "Dissociation Events" only with respect to such
Managing Members):

                  (a)      the Managing Member furnishes a written notice of
withdrawal to all the Members;

                  (b)      the bankruptcy of the Managing Member;

                  (c)     if the  Managing  Member  is a  separate  Organization
other  than a  corporation,  the dissolution and commencement of winding up of
the separate Organization;

                  (d)      if the Managing  Member is a corporation,  the filing
 of a certificate  of  dissolution, or its equivalent, for the corporation or
the revocation of its charter;

                  (e)      if the Managing Member is an individual, the death
of the Member; or

                  (f) if the Managing Member is an individual, the entry
of an order by a court of competent jurisdiction adjudicating the Member
incompetent to manage the Member's personal estate.

<PAGE>

                                   ARTICLE 18.

                                  MISCELLANEOUS
                                  -------------

         18.1.  Indemnification by All Members. In addition to the right to
contribution provisions set forth herein, each Member shall indemnify all other
Members and their respective officers, directors, stockholders, corporate
affiliates, Associates, agents and employees (collectively, the "Member
Indemnitees") and hold the Indemnitees harmless from and against any and all
liabilities, claims, demands losses, damages, costs and expenses, including
court costs and attorney's fees (collectively, "Damages"), that they or any of
them may hereafter suffer, incur, pay or lay out or otherwise be put to for or
in connection with or by reason of any one or more of the following:

                  (a)      any  breach  or  default  on the part of such  Member
 in the  performance  of any of its covenants, duties or obligations arising
 under this Agreement;

                  (b)      any falsity,  inaccuracy or misstatement of such
Member  representations  and warranties set forth in this Agreement or the
 Contribution Agreement;

                  (c)      any claim or demand  relating  to the  operation  or
 conduct  of such  Member's  Member Business at any time;

                  (d)  all costs and expenses suffered or incurred by any
of the Member Indemnitees in connection with undertaking an investigation of the
facts relating to any claim or demand to which this indemnity relates, costs or
expenses incurred to consultants and investigators in connection with such
investigation or in the defense of any such claim or demand and costs and
expenses incurred to counsel in defending against the same; and

                  (e) in the event any claims, demands or causes or
actions are made or filed by third parties against the Company, any Member or
any of the Member's respective officers, directors, stockholders, corporate
affiliates, Associates, agents and employees (collectively, the "Respondent")
arising from the authorized acts or omissions of any Member under this
Agreement, and any Respondent is found liable therefor, then in addition to the
indemnification rights set forth in Section 6.13, and to the extent such Damages
can not be equitably allocated to one or more particular Division, the Members
agree between themselves and not for the benefit of third parties, that they
shall each bear the amount of one-half total Damages suffered by them in the
amount of each Member's weighted average Contribution Percentage during the
calendar year period the alleged acts or omissions occurred (without giving
effect to the distributions made during that period).

         18.2. Insurance. To the extent available on commercially
reasonable terms, the Managing Member shall establish and maintain in full force
and effect during the entire term of this Agreement an errors and omissions
policy of insurance for the Company with such insurers and with terms,
conditions, limits and deductibles as the Managing Member determines to be
appropriate from time to time.

<PAGE>

         18.3.  Right to Contribution. If any Person, not a party to this
Agreement, asserts any claim in connection with any loan originated and/or
packaged by the Company against any of the Members, such claim shall be deemed
to be a claim against the Company, and the Company and/or the Member whose
Operating Division originated the loan hereby acknowledge and agree that any
Member against whom such claim is asserted, to the extent that the claim is not
otherwise covered by the Company's insurance policy, is entitled to seek and
obtain contribution from the Company and/or the Member whose Operating Division
originated the loan to the same extent as if the claim had been brought against
the Company; except that no Member (the "Indemnitor") who has an obligation to
indemnify the other Member (the "Indemnitee") from and against a claim pursuant
to the provisions of Section 18.2 hereof may seek and obtain contribution from
the Indemnitee with respect to such claim pursuant to this Article.

         18.4.  Confidentiality and Non-Disclosure. As a material inducement
to Managing Member to act as Managing Member and perform its duties hereunder,
each Member hereby covenants and agrees that such Member shall not, at any time
during the term of the Company or at any time during the two year period
immediately following termination of this Agreement, disclose to any third
party, the nature, character or content of any of the operating or investment or
similar policies, procedures, practices or systems developed by or in behalf of
the Company or made available to the Company by Guaranty, Managing Member or its
Associates, or any of Managing Member's or Managing Member's Associates'
customer lists, each of which constitutes proprietary trade secret information
belonging exclusively to Managing Member and/or Managing Member's Associates. In
this connection, each Member acknowledges and agrees that all memorandums,
lists, policy statements, stratagems, descriptions, records, files, documents
and other materials produced by or on behalf of the Company or made available to
the Company by Managing Member shall at all times be and remain the sole and
exclusive property of the Company and upon its liquidation and dissolution, the
sole and exclusive property of Managing Member; that reasonable efforts will be
undertaken by such Member to insure to Managing Member that no such materials or
any copies or reproductions thereof shall be made without the written
authorization of Managing Member; that the same and contents thereof shall not
be divulged to any third parties; that upon termination of the Company and upon
request or demand of Managing Member, each Member shall forthwith deliver to
Managing Member all such materials and any copies or reproductions made thereof
by such Member. Each Member acknowledges and agrees that in the event of any
breach of any of the covenants herein contained by such Member, irrevocable
damage and injury will occur and that monetary damages would not be an adequate
remedy to such injury or damage caused Guaranty, Managing Member and/or its
Associates by reason thereof and that by reason thereof Guaranty, Managing
Member and/or its Associates shall be entitled to pursue and obtain equitable
relief by injunctive action as well as such other remedies as may be available
to Guaranty, Managing Member and/or its Associates under applicable law.

         18.5.  Limited Authority. Except with respect to acts in
furtherance of the business purposes of the Company and in a manner consistent
with or limited by the specific agreements, covenants, rights, privileges,
duties and obligations arising under this Agreement, neither the formation of
the Company nor the execution and delivery by the parties hereto of this
Agreement, is intended by the parties hereto to authorize or entitle any party

<PAGE>
hereto to act as general agent or on behalf of any other party with respect to
any business or activity other than the specific purposes as herein provided. In
this connection, each Member agrees neither it, nor its Associates, employees or
agents, shall use the names Guaranty Mortgage Services", "Shelter Mortgage,"
"SMC," or "Guaranty Bank" or any derivation thereof, or do business under any of
the foregoing names or any derivation thereof, or in any way purport to
represent any entity of any of the foregoing names or have any affiliation with
such entities; except that any Member may represent itself as a Member of this
Company with such limited power and authority as expressly permitted to such
Member hereunder.

         18.6.    Notices.
                  -------

                  (a)  All Notices, consents, approvals, reports,
designations, requests, waivers, elections and other communications
(collectively, "Notices") authorized or required to be given pursuant to this
Agreement shall be given in writing and either personally delivered to the
Member to whom it is given or delivered by a nationally recognized service by
which receipts are given or mailed by registered or certified mail, postage
prepaid, or sent by telex or telegram or electronic telecopier, addressed to the
Member at its address listed in the Contribution Agreement.

                  (b)  All Notices shall be deemed given when delivered
or, if mailed as provided in Section 18.6(a) on the third (3rd) day after the
day of mailing, and if sent by telex or telegram or telecopier or overnight
delivery service, twenty-four (24) hours after the time of dispatch. Any Member
may change its address for the receipt of Notices at any time by giving Notice
thereof to the Managing Member. Notwithstanding the requirement in Section
18.6(a) as to the use of registered or certified mail, any routine reports
required by this Agreement to be submitted to Members at specified times may be
sent by first-class mail.

         18.7. Certificate Requirements. From time to time the Members shall
sign and acknowledge all such writings as are required to amend the Certificate
or for the carrying out of the terms of this Agreement or, upon dissolution of
the Company, to cancel such Certificate.

         18.8. Entire Agreement. Other than the Contribution Agreement (or any
Subscription Agreement for Additional Members), this Agreement supersedes all
prior agreements and understandings among the Members with respect to the
subject matter hereof.

         18.9. Modification. No change or modification of this Agreement which
has a material adverse impact upon the business or operations of any particular
Operating Division or upon the Member Interest of any particular Member shall be
of any force unless such change or modification is in writing and has been
signed by the Members whose Operating Division or Member Interest has been so
impacted.

         18.10. Waivers. No waiver of any breach of any of the terms of this
Agreement shall be effective unless such waiver is in writing and signed by the
Member against whom such waiver is claimed. No waiver of any breach shall be
deemed to be a waiver of any other or subsequent breach.

<PAGE>
         18.11. Severability. If any provision of this Agreement shall be held
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

         18.12. Further Assurances. Each Member shall execute such deeds,
assignments, endorsements, evidences of transfer and other instruments and
documents and shall give such further assurances as shall be necessary to
perform its obligations hereunder.

         18.13.Choice of Law. It is the intention of the parties that the laws
of the State of Georgia relating to contracts made in, and to be performed
within, such State, shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of the
parties (other than questions related to limited liability company law in which
case Delaware shall control). Each Member may bring any action or proceeding
under this Agreement in Atlanta, Georgia. Each Member hereby irrevocably and
unconditionally agrees that he, she or it shall bring all actions and
proceedings under this Agreement or under the Contribution Agreement only in a
court of competent jurisdiction in the State of Georgia and in no other court or
jurisdiction, and each Member irrevocably submits to the jurisdiction of the
courts of Georgia. For the purpose of any action or proceeding under this
Agreement or under the Contribution Agreement or Subscription Agreement in the
courts of Georgia, with respect to such claim each Member hereby elects domicile
at the principal office of the Company, and hereby irrevocably submits to the
jurisdiction of the courts of Georgia. Each Member waives irrevocably any claim
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum.

         18.14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

         18.15. Limitation on Rights of Others. No Person other than a Member
shall have any legal, or equitable right, remedy or claim under or in respect of
this Agreement.

         18.16.  Brokers and Finders. Each Member shall indemnify and hold
all of the other Members and the Company harmless from and against any
commission, fee or other payment due any broker, finder or other Person in
connection with such Member's decision to invest in the Company.

         18.17. Number and Gender. As used in this Agreement, all pronouns and
any variation thereof shall be deemed to refer to the masculine, feminine or
neuter, singular or plural, as the identity of the Person or Persons may
require.

         18.18. Fiduciaries. Whenever any trust or estate is acting as a Member
under this Agreement, any obligation or liability created hereunder shall bind
only the assets of such trust or estate. No such obligation or liability shall
be personally binding upon, nor shall resort be had to, nor recourse or
satisfaction sought from, any individual or entity, or the property of any
individual or entity, at any time acting as a fiduciary of any such trust or
estate, whether the claim giving rise to such obligation or liability is based
on contract, tort or otherwise.

<PAGE>
         18.19. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Members and their respective successors and
permitted assigns.

         18.20. Securities Laws. All offerings and Transfers of Member
Interests shall be made in compliance with applicable federal and state
securities laws. Each Member agrees to indemnify the other Members and the
Company for any loss, cost, liability or damage arising from its breach of the
foregoing sentence.

         18.21.  Attorneys' Fees. In the event of any litigation or
arbitration regarding the rights and obligations under this Agreement, the
prevailing party shall be entitled to recover reasonable attorneys' fees and
court costs in addition to any other relief which may be granted. The
"prevailing party" shall mean the party who receives substantially the relief
desired, whether by settlement, dismissal, summary judgment, judgment or
otherwise.

         18.22. Waiver of Partition. Each Member hereby waives its right to
bring an action for partition of any of the property owned by the Company.

         18.23. Permissible Conduct. At all times the Company shall engage
in only those activities in which a subsidiary of a Wisconsin state savings
bank, under applicable state and federal law and interpretive letters of the
Wisconsin Department of Financial Institutions (or its successor) and the
Federal Deposit Insurance Corporation, would be permitted to engage. Each Member
shall use their best efforts to ensure that this condition is maintained at all
times during the term hereof.

         18.24.  No Third Party Beneficiaries. The provisions of this
Agreement are for the exclusive benefit of the Members and their Associates and
not for the benefit of any other Person, nor shall this Agreement be deemed to
have conferred any rights, express or implied upon any third party Person.

         18.25. Nonsolicitation. In the event an Operating Division is
terminated pursuant to Section 15.2 hereof by the any Member other than SMC or
GFM (the "Terminating Member"), and for a period of 2 years (the "Noncompete
Term") after the occurrence of such event, neither the Terminating Member nor
its Associates, successors or assigns shall directly or indirectly, whether as a
principal, agent, employee, employer, investor, partner or otherwise, alone or
in association with any individual or any other entity, and without the Managing
Member's prior written consent, solicit for employment, consulting services or
any other service, or hire, retain or engage, any employee, agent, consultant or
representative of the Company, Managing Member, Guaranty or their respective
Associates if the person so solicited, hired, retained or engaged was employed
by Managing Member, Company, Guaranty or their respective Associates at any time
prior to, or during the term of, this Agreement. Each Member hereby agrees that,
in the event of any breach by the Terminating Member of the noncompetition
provision contained in this Section 18.25, it would be extremely difficult to
prove the actual amount of damages suffered as a result of such breach and an
adequate remedy at law would not exist, and therefore, in addition to any other
remedy available at law or in equity in the event of any such breach, the
Managing Member shall be entitled to seek and receive specific performance and
temporary, preliminary and permanent injunctive relief from violation of this
noncompetition provision from any court of competent jurisdiction, without the
necessity of proving the amount of any actual damages to it resulting from such
breach.
<PAGE>
         18.26 Additional HUD Requirements. Shelter Mortgage Corporation shall
have exclusive authority to deal directly with HUD on behalf of the Company. If
for any reason, Shelter Mortgage Corporation is unable to fulfill its duties,
then Guaranty First Mortgage, LLC shall be empowered to serve in the same
capacity. In no event shall this Agreement terminate until such times as all FHA
insured mortgages have been transferred to other FHA approved mortgagee(s).

         IN WITNESS WHEREOF, the Members have duly executed this Agreement as of
the opening of business on the day and year first above written.

"SMC"

Shelter Mortgage Corporation,
a Wisconsin corporation


By:      /s/ Jill Levy Belconis
         -----------------------------------------------------
         Jill Levy Belconis, President




<PAGE>


Guaranty First Mortgage, LLC,
a Georgia LLC



By:      /s/ Sandy Tate
         -----------------------------------------------------
         Sandie Tate
Its:     _________________________________

Guaranty Mortgage Services, LLC,
a Delaware LLC



By:      /s/ Sandy Tate
         -----------------------------------------------------
         Sandie Tate
Its:     _________________________________

Dan Parmer


<PAGE>


                                                     EXHIBIT A



MEMBER                                        OFFICE ADDRESS


Chestatee Residential Mortgage, Inc.    6639 Highway 53 East
                                        Dawsonville, GA  30534




<PAGE>


                                    EXHIBIT B


                              INTENTIONALLY OMITTED


<PAGE>




                                    EXHIBIT C

                              Loan SubServicing Fee



1. Loan SubServicing Fee - 15 basis points of the aggregate unpaid principal
balance of the loans included in the Servicing Portfolio.

The Loan SubServicing Fee may be adjusted from time to time, provided, however,
that within thirty (30) days of any such adjustment, Guaranty may submit a bona
fide competitive bid from a reputable loan servicer having an existing loan
servicing portfolio in excess of $5 billion (the "Potential Subservicer") and in
response thereto, the Company shall adjust the Loan SubServicing Fee to within
10% of the competitive bid. The Loan SubServicing Fee shall be payable monthly
and shall not be prorated for any partial month.



<PAGE>