<PAGE>   1
                                                                    EXHIBIT 10.5


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE



                  In re:                        )     Jointly Administered
         LOMAS FINANCIAL CORPORATION,           ) 
         LOMAS MORTGAGE USA, INC.,              )     Chapter 11 Case No.:
         LOMAS INFORMATION SYSTEMS, INC.,       )     95-1235 (PJW)
         and LOMAS ADMINISTRATIVE               ) 
          SERVICES, INC.,                       ) 
                                                ) 
                                  Debtors       ) 
                                                  


                               AGREEMENT BETWEEN
                       LMU STATUTORY CREDITORS' COMMITTEE
                                      AND
                       LFC STATUTORY CREDITORS' COMMITTEE
                       IN RESPECT OF INTERCOMPANY CLAIMS

Recitals.

         1.  The statutory creditors' committee (the "LFC Committee") for Lomas
Financial Corporation, Lomas Information Systems, Inc., and Lomas
Administrative Services, Inc., chapter 11 debtors in possession (collectively,
and as reorganized, "LFC"), and the statutory creditors' committee (the "LMU
Committee") for Lomas Mortgage U.S.A., Inc., chapter 11 debtor in possession
(and as reorganized, "LMU"), were each authorized by order dated September  ,
1996 to prosecute and to defend against claims of the respective estates of LFC
and LMU and their direct and indirect subsidiaries.

         2.      The respective LFC and LMU chapter 11 plans were confirmed on
October 4, 1996 and October 1, 1996 respectively. But, the pendency of the
intercompany


EXHIBIT A


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claims would delay substantially the ability of each estate to distribute to
its creditors substantial portions of its cash under its chapter 11 plan.
Additionally, the prosecution of the intercompany claims would entail
substantial time and expense for each estate.

         3.      Pursuant to the Bankruptcy Court's order dated September   ,  
1996, the LFC Committee and the LMU Committee have engaged in nonbinding
mediation under the auspices of Professor James J. White (the "Mediator").

         4.      Bankers Trust Company is the indenture trustee on behalf of
the holders of the 9 3/4% senior notes due October 1, 1997 in the principal
amount of $150,000,000 (the "1997 Notes") and the 10 1/4% senior notes due
October 1, 2002, in the principal amount of $190,000,000 (the "2002 Notes", and
collectively with the 1997 Notes, the "Notes") issued under the indenture dated
October 1, 1992 (the "Indenture") between Lomas Mortgage USA, Inc. and Bankers
Trust Company. As indenture trustee, Bankers Trust Company serves on the LMU
Committee. The LFC Committee included in the mediation, in addition to the
claims of LMU against LFC, the claim of Bankers Trust Company, as indenture
trustee ("Bankers Trust"), against LFC (the "Trustee's LFC Claim").

         5.      Based on the Mediator's participation and the LFC Committee's
and the LMU Committee's respective due diligence, including the taking of over
20 Bankruptcy Rule 2004 examinations, the review of reports on intercompany
transactions prepared by Price Waterhouse LLP at a cost in excess of $1.5
million, and the analyses of the two statutory committees' respective legal and
financial experts, the LFC Committee and the LMU Committee settled the
intercompany claims on the terms and conditions





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<PAGE>   3
herein. The parties weighed the probability of success and collection of their
various claims against the cost and delay of litigation in arriving at this
settlement.

Agreement:

         In consideration of the mutual covenants below, the parties hereto
agree as follows:

         1.      Closing. All transfers and transactions herein shall take
place at a mutually acceptable time and place on or before the tenth business
day after entry of a final order by the Bankruptcy Court approving this
agreement, which order is not stayed, or such earlier date after entry of such
order which is mutually agreed to by the parties (the "Closing Date");
provided, however that the effective date of the LFC chapter 11 plan shall not
occur until the Closing Date shall have occurred, and provided further that the
immediately preceding clause shall not apply if the Closing Date shall not have
occurred on or before March 1, 1997. LMU shall not prosecute its administrative
claims against LFC unless the Closing Date fails to occur. All transfers shall
be of all the transferor's right, title, and interest, and shall be as is,
where is and without any representations and warranties.

         2.      Releases. LFC and all its direct and indirect subsidiaries
other than LMU and its direct and indirect subsidiaries, on the one hand, and
LMU and all its direct and indirect subsidiaries, on the other hand, shall
release each other from all claims whatsoever arising from facts, acts, or
omissions existing on or before August 31, 1996.

         3.      LMU Cash Payment. LMU shall pay to LFC $3,000,000.





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<PAGE>   4
         4.      Trailer Park. LFC shall retain from the sale of the vacant land
at 8503 Harry Hines, Dallas, Texas, the proceeds (of approximately $469,139) 
held by LFC, Lomas Investment Properties, Inc., or any of their affiliates 
(other than LMU) including actual interest earned thereon.

         5.      Campus Properties. LFC and LMU and/or their appropriate
subsidiaries shall transfer to LFC $1.3 million cash proceeds from the sale of
the Campus cash proceeds Properties and $161,500 cash proceeds from the sale of
furniture, fixtures, and equipment related thereto, and shall transfer to LMU 
the balance of the proceeds from the Campus Properties and the furniture, 
fixtures and equipment.

         6.      Prepetition Proceeds from Tycher Allen Property. LMU shall pay
or shall cause ST Lending, Inc. ("STL") to pay to LFC the actual net sale
proceeds STL received from the prepetition Tycher Allen property sale 
(approximately $1.233 million) plus the actual amount STL collected
(approximately $776,000 of principal plus $20,000 interest) from the Tycher
Allen note receivable in the face amount of approximately $800,000.

         7.      Tycher Allen Proceeds at LLG. LFC shall retain all the proceeds
of sales of Tycher Allen properties owned or held by LLG Lands, Inc. 
(approximately $3,107,862), including interest actually earned thereon.

         8.      Tycher Allen Real Property. LMU shall cause STL or the
appropriate affiliate to convey to LFC all STL's right, title, and interest in
and to that certain real property referred to in these chapter 11 cases as the
Tycher Allen Property.




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         9.      Conseco Tranche B Note. LMU shall cause that certain Conseco
Tranche B Note in the face amount of $15,000,000, dated November 27, 1990 (the
"Conseco Note") to be assigned to LFC. If JNL Acquisition Corporation ("JNL"),
an affiliate of Conseco Capital Partners, L.P., or any of its successors
dispute the assignment of the Conseco Note to LFC, LFC may enforce the Conseco
Note on behalf of and in the name of LMU and LFC shall be entitled, at its sole
expense, to all rights, benefits, and remedies under the Conseco Note and the
proceeds therefrom. LFC hereby indemnifies LMU for all costs, expenses, 
judgments, and settlements LMU incurs as a result of claims related solely to
the Conseco Note asserted against LMU by the entities from whom payment of the
Conseco Note is sought; provided, however, that the amount of such indemnity
shall not exceed the amount requested on the Conseco Note.

         10.     Rabbi Trusts. Subject to the next sentence, LMU shall transfer
to LFC any and all record and beneficial ownership it has in the assets held by
Bankers Trust of the Southwest as rabbi trust arising from the Management
Security Plan and the Excess Benefits Plan (the "Rabbi Trusts"). At LFC's
written request, LMU shall assist LFC in the litigation, by attempting to
intervene or otherwise.  LFC shall reimburse promptly LMU for all expenses,
after receipt of standard documentation relating thereto, including 
professional fees, that LFC requests LMU to incur by requesting LMU's
assistance.  If any request for reimbursement is not paid by LFC within ten
days after LMU has delivered its requests therefor with standard documentation,
LMU shall not be required to continue rendering any assistance under this
section without payment in





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advance for such assistance.  If LMU is adjudged to hold any interests in the
Rabbi Trusts, LMU shall transfer such interests to LFC promptly after such
adjudication is final and no longer subject to appeal or certiorari proceeding.

         11.     LFC Executory Contracts. In the event that damage claims are
filed against LFC for those executory contracts set forth in the footnote
below(1), (the "Executory Contract Claims"), the following provisions shall 
govern with respect to such contracts:

                 LFC shall contest such claims to the extent it determines
                 necessary:

                 i.       To the extent Executory Contract Claims are allowed
                          against LFC, the respective attorneys for LFC and LMU
                          shall use their best efforts to determine whether any
                          portion of the required payment should be properly
                          made by LMU.

                 ii.      If the attorneys do not agree then the Mediator shall
                          make a final, binding determination based on the same
                          standards a court of competent jurisdiction would
                          apply.

<TABLE>
<S>              <C>      <C>                      <C>                       <C>                      <C>
(1)              LFC:     AT&T                     Bryan Tower               Lexis Nexis              Sewell Village
                          Sewell Village

                 LAS:     Business Interfors       Danka Business            Danka Industries
                          Danka/Toshiba            Xerox

                 LIS:     AT&T                     AT&T                      GE Capital               MFS
                          MFS                      NTFC Capital Corp.        RIS                      SWBT
                                                                                                      TELCO Research
</TABLE>

         With respect to all of the foregoing, both LFC and LMU believe such
claims can no longer be timely asserted and, in any event, object to the
extent, validity, and priority of such claims when and if asserted against the
LFC and LMU estates.





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<PAGE>   7
                 iii.     If a determination is made that LMU has a
                          reimbursement obligation to LFC for up to the amount
                          LFC actually distributed to one or more claimants on
                          behalf of the Executory Contracts, then LMU shall
                          make the reimbursement to Lomas Financial Corporation
                          promptly following the Mediator's decision.

                 iv.      Nothing herein shall restrict LFC or LMU from
                          opposing any claims by third parties on any grounds
                          whatsoever.

         12.     Administrative Claims.

                 i.       Allocation. All expenses of LFC and LMU arising from
                          and after July 1, 1996 through and including the
                          effective date of the LFC Plan of Reorganization,
                          shall be paid by LFC and LMU (or reimbursed from one
                          estate to the other) based on the allocations
                          determined by KPMG Peat Marwick, except that the
                          parties shall direct KPMG Peat Marwick, Davis, Polk &
                          Wardwell LLP, and Young, Conaway, Stargatt & Taylor
                          to allocate their own fees based on for which
                          particular debtor services are rendered, and Price
                          Waterhouse LLP shall be paid 50% by LFC and 50% by
                          LMU.  LFC, LMU, the LFC Committee, and the LMU
                          Committee shall have no rights to challenge such
                          allocations; provided, however, that the parties
                          retain all rights to challenge the allowance of the
                          aggregate amounts of such fees.

                 ii.      July - August 1996. LMU shall pay all fees allocated
                          to LFC as provided above which accrued during July
                          and August 1996 up to a maximum of $321,000. LFC
                          shall pay all other professional fees allocated to
                          LFC pursuant to the foregoing paragraph for the
                          months of July and August 1996 and shall reimburse
                          LMU





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<PAGE>   8
                          for all such fees allocated to LFC that LMU has paid
                          or subsequently pays for such period in excess of
                          $321,000.

                 iii.     Post-August 1996. For all periods after August 31,
                          1996 through and including the effective date of the
                          LFC Plan of Reorganization, LFC and LMU shall each
                          pay all its own expenses and its expense allocations
                          as computed pursuant to section 12i above. To the
                          extent, if any, that either LFC or LMU shall have
                          paid a portion of the other's expenses accrued on or
                          after September 1, 1996, the party for whom the
                          payments were made shall promptly reimburse the other
                          party for such payments.

                 iv.      Post LFC Chapter 11 Plan Effective Date. LFC and LMU
                          shall each pay all their own expenses after the
                          effective date of the LFC Plan of Reorganization.

         13.     Claims Against Third Parties.

                 i.       Proceeds. Upon final disposition of the claims, the
                          net proceeds of all claims against third parties,
                          designated as such in paragraph 19 of the LFC
                          confirmation order and in paragraph 20 of the LMU
                          confirmation order, shall be transferred to the
                          creditor trusts pursuant to the LFC and LMU
                          respective chapter 11 plans in a ratio of 60% to the
                          LFC creditor trust and 40% to the LMU creditor trust,
                          regardless of whether LFC or LMU owns the claims;
                          provided, however, that 100% of the proceeds of
                          claims for any nonfeasance or misfeasance in the
                          creation of, or the administration or potential
                          utilization of the proceeds of the Rabbi Trusts
                          shall belong solely to LFC. If a recovery from a
                          third party results in the third party having an
                          allowed claim against either LFC or LMU or their
                          subsidiaries, the 60:40 allocation set





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<PAGE>   9
                          forth above shall be determined after subtracting the
                          amount LFC or LMU or their respective subsidiaries
                          must distribute in respect of the allowed claim and
                          paying the amount of such distribution to the entity
                          that must make the distribution.

                 ii.      Expenses. LFC shall pay 60% of all expenses to
                          prosecute or settle such claims and LMU shall pay 40%
                          of such expenses. At the Closing Date, LFC and LMU or
                          the respective litigation trusts created under their
                          respective chapter 11 plans shall transfer $3.0
                          million and $2.0 million, respectively, to the
                          litigation trust. Of that amount, $1 million shall be
                          held in escrow by the Litigation Trustee pursuant to
                          a trust or escrow agreement approved by LFC and LMU.
                          All costs and expenses of pursuing claims for
                          nonfeasance or misfeasance in the creation of or the
                          administration or potential utilization of the
                          proceeds of the Rabbi Trust shall be borne solely by
                          the LFC creditor trust out of funds it supplies in
                          addition to the $3.0 million.

                 iii.     Control. The LFC Committee and the LMU Committee
                          shall implement the a 50:50 sharing of control of the
                          prosecution of all claims by (a) agreeing on one
                          trustee of the single litigation trust to be created
                          by LFC and LMU and (b) providing in the agreement
                          appointing the trustee that the trustee shall grant
                          equal weight to the respective input from LFC
                          beneficiaries and LMU beneficiaries in respect of
                          which claims to pursue, how much to spend,
                          strategies, tactics, settlements, and other
                          decisions, notwithstanding the 60:40 distribution of
                          proceeds.

                 iv.      Plan Amendments. The respective chapter 11 plans of
                          LFC and LMU shall be deemed amended to provide for
                          the creation of the foregoing litigation trust in
                          place of the trust(s) currently provided for in such
                          plans. To the extent necessary or




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                         desirable, LFC and LMU shall create separate litigation
                         trusts to hold their separate claims, with a single 
                         trustee serving as trustee for both trusts subject 
                         to the foregoing rules of expense, control and 
                         distribution.

         14.     Asset Ownership.

                 i.      Except for those assets whose legal and beneficial
                         ownership is expressly provided to be transferred under
                         this agreement, the intercompany account between LMU 
                         and LFC which is released by this agreement, and  LFC's
                         investment in LMU which was extinguished pursuant to 
                         the LMU chapter 11 plan,

                         (1)    LFC and its respective direct and indirect
                                subsidiaries (other than LMU and LMU's direct
                                and indirect subsidiaries) (the "LFC Group")
                                shall retain, free and clear of all claims by
                                LMU and LMU's direct and indirect subsidiaries
                                (the "LMU Group") all of the LFC Group's assets
                                included in the list attached hereto as schedule
                                1, the assets reflected in the consolidating 
                                balance sheets and supporting "Detailed Adjusted
                                Balance Sheet" dated as of October 31, 1996 
                                prepared from the books and records of the 
                                consolidated enterprise (the "Asset Listing," 
                                annexed hereto as schedule 2) and the proceeds
                                thereof and LFC's creditors shall be the
                                beneficiaries of all assets transferred to the
                                creditor trust pursuant to LFC's joint chapter 
                                11 plan, regardless of





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<PAGE>   11
                                  whether such assets were owned or held by 
                                  such entity at October 31, 1996; and

                          (2)     the LMU Group shall retain, free and clear of
                                  all claims by the LFC Group, all of the LMU
                                  Group's assets reflected on schedule 3 (i.e.,
                                  the consolidated balance sheet and the
                                  "Detailed Adjusted Balance Sheet"), LMU's
                                  overfunded pension plan, net operating loss
                                  carryforwards, and insurance funds, proceeds,
                                  and policies (which are not listed on
                                  schedule 3) and the proceeds thereof and
                                  LMU's creditors shall be the beneficiaries of
                                  all assets transferred to the creditor trust
                                  pursuant to LMU's chapter 11 plan, regardless
                                  of whether such assets were owned or held by
                                  such entity at October 31, 1996.

                 ii.      To the extent LFC or LMU locates assets not included
                          on the attachments hereto, nothing herein shall
                          preclude them from marshaling such assets for their
                          estates. LFC and LMU shall undertake in good faith to
                          settle all disputes over which party is entitled to
                          such assets.

         15.     Conditions Precedent. This agreement shall not be binding
                 until:

                 i.       Entry of a final order by the Bankruptcy Court that
                          is no longer subject to review or certiorari
                          proceedings, unless waived by the LFC Committee at
                          its sole discretion, dismissing the Trustee's LFC
                          Claim (subject to reinstatement if the approval of
                          this agreement is





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                          overturned and also the closing under paragraph 1
                          above has not occurred) and releasing Bankers Trust
                          from any liability in connection with the dismissal
                          of the Trustee's LFC Claim, on notice to all holders
                          of the Notes; and

                 ii.      The Bankruptcy Court approves this agreement after
                          notice and a hearing.

         16.     Termination of Transaction Restrictions. Upon Bankruptcy Court
approval of this agreement, LFC, LMU, and all their respective subsidiaries
shall be entitled to transfer any and all of their assets without prior notice
to the other entities as currently required in the orders confirming chapter 11
plans for such entities.

         17.     Further Assurances. Each party shall sign such documents and
do such acts, including without limitation, the execution, delivery, and filing
as the case may be of all additional instruments and other documents, necessary
or desirable to carry out this agreement.

         18.     Whole Agreement. This agreement is the entire agreement
between the parties in respect of its subject matter. All other written and
oral statements and agreements with respect of the subject matter hereof are
merged herein,

         19.     Amendments. This agreement may only be amended in writings
signed by the party to be charged and approved by the Bankruptcy Court.

         20.     Limitations. Except as expressly provided herein, no party
waives or releases any rights or claims whatsoever. No statement made or act
taken by any





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<PAGE>   13
party in respect of this agreement may be used by any party if this agreement
is not approved by the Bankruptcy Court.

         21.     No Third Party Beneficiaries. This agreement is solely for the
benefit of LFC and LMU (and their respective successors and assigns) on whose
behalf the parties hereto have entered into this agreement as authorized by the
Bankruptcy Court's order dated August ___, 1996, and is not for the benefit of
any other entities or persons. No other entity and no other person shall have 
any rights under this agreement.

         22.     Governing Law, This agreement shall be governed by the laws of
the State of New York and the United States Bankruptcy Code.

         23.     Disputes. All disputes relating to this agreement shall be
resolved by the Bankruptcy Court without a jury.



Dated: New York, New York
       January, 1997

LMU STATUTORY CREDITORS'                    LFC STATUTORY CREDITORS'
COMMITTEE, On Behalf of LMU                 COMMITTEE, On Behalf of LFC

By: /s/ [ILLEGIBLE]                         By: /s/ [ILLEGIBLE]   
   --------------------------------            ---------------------------------
  Chairman                                     Chairman

SO ORDERED AND APPROVED on
January ___, 1997

United States Bankruptcy Judge
Wilmington, Delaware



                                       13
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                                   Schedule 1

         a.      All cash at LFC Corporate and Post-Reorganization LFC
                 Subsidiaries including:

                 i.       Lomas Information Systems
                 ii.      Lomas Housing Mgmt. (Treemont)
                 iii.     Lomas Mgmt.
                 iv.      Lomas Properties
                 v.       LLG Lands

         b.      All Cash and Other Assets Expressly Transferred to LFC or
                 Deemed Property of LFC pursuant to the settlement agreement.

         c.      All Non-Cash Assets Held at LFC and its Post-Reorganization
                 Subsidiaries, including:

                 i.       Investments:

                          (1)   Vista Securities
                          (2)   Investco I
                          (3)   Investco II
                          (4)   Triad Ventures

                 ii.      Other Assets:

                          (1)   RIS Note
                          (2)   Assisted Care Business
                          (3)   Management fees receivable from Treemont
                          (4)   Rabbi Trust
                          (5)   Dataplex prepaid services contract
                          (6)   Unsold furniture, fixtures, and artwork, etc.
                          (7)   Prepaid expenses (insurance, fees, taxes, etc.)
                          (8)   Insurance funds and insurance proceeds and
                                policies
                          (9)   Net proceeds of pension fund surplus of up to
                                $36,000 due LFC

                 iii.     Accrued Investment Income

                 iv.      LFC NOL's

                 v.       Capstead Option Litigation
<PAGE>   15
                                  SCHEDULE 2


                 LOMAS FINANCIAL CORPORATION AND SUBSIDIARIES
                   (EXCLUDING NOMAS CORP. AND SUBSIDIARIES)
                       DETAILED ADJUSTED BALANCE SHEET
                            AS OF OCTOBER 31, 1996
                                (in thousands)


                                    ASSETS

<TABLE>
<S>                                                                   <C>
Cash and cash equivalents                                                9,144

Investments     
   Triad Ventures                                                            2
   Invesco Institutional Mortgage Funds                                  1,470
   Excess Benefits - Rabbi Trust                                           646
   MSP short term investments                                            7,708
   Investment in LMU                                                  (126,101)
                                                                      (116,275)
Receivalbles
   Note receivable - RIS (net or reserves of $4,000)                     4,000
   Note receivable - Dataplex                                               17
   Management fees from Treemont                                           363
   Fixed asset sale proceeds - LMU                                         323
   Accrued investment income - INVESCO                                      52
                                                                         4,755

Unallocated allowance for losses                                        (3,089)
Allowance for discontinued operations (future operating loss)             (739)

Prepaid expenses and other assets
   Prepaid insurance                                                       550
   Prepaid retainer fees                                                    13
   Prepaid airpassess - Dryer                                               18
   Prepaid franchise taxes                                                   3
                                                                           584
                                                                      (105,620)
</TABLE>



<PAGE>   16
                                  SCHEDULE 3


                         NOMAS CORP. AND SUBSIDIARIES
                (INCLUDING INSURANCE SERVICES AND ST LENDING)
                       DETAILED ADJUSTED BALANCE SHEET
                            AS OF OCTOBER 31, 1996

                                (in thousands)


                                    ASSETS

<TABLE>
<S>                                                                   <C>
Cash and cash equivalents                                             203,846

Investments
   Residual investment in CMO trust                                     1,599
   Funds held in escrow per court order for building sale              11,501
   Funds held in escrow per court order for furniture sales               977
   Funds held in escrow per court order for RIS                        11,602
   Conseco franche B                                                    3,373
   Cash - to be released after serving transferred                        283
   Insurance premiums held in trust                                     1,128
                                                                       30,463

Receivables
   First Nationwide - sales proceeds                                   40,132
   First Nationwide - transfer fees Phase I sale                        3,809
   First Nationwide - transfer fees Phase II sale                       6,430
   Miscellaneous receivalbes from FNMC - Excells recording fees           369
   Note receivable - STL loans - net of reserves $429                   1,185
   Note receivable - Landel Plaza                                       2,008
   Receivable - LLG Tycher Allen property                               3,108
   Receivable - Quality sale                                              491
   Receivable - Disputed charges Strauss                                   51
   Accrued interest - short term investments                               36
   Receivable from Lomas Properties (Trailer Park)                        469
   Receivable from LFC (fixed asset proceeds)                              52
   Receivable from LFC Rabbi Trust (Excess benefit payments)              160
   Receivable from LFC (professional fees)                              2,300
   Receivable from LFC (officer's salaries)                               368
   Other miscellaneous receivables                                          4
   Insurance - Agency premiums receivable                                 288
   Insurance - Sub agents receivable (LRA)                                244
   Insurance - Direct bill commissions receivable                         153
   Insurance - North American                                             123
   Insurance - Returned premium (American Bankers)                         (8)
   Interco receivables (LFC)                                            1,395
                                                                       63,167

Real estate owned (STL) - net of reserves $7,866                       15,073

Allowance for losses - First Nationwide receivables                   (20,510)
Allowance for losses - Landel Plaza note receivable                      (511)
</TABLE>