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                                                                  Exhibit 10.10


                         REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement is made effective as of October 4,
2004, by and between Franklin Credit Management Corporation, a Delaware
corporation (the "Company"), and Jeffrey R. Johnson, a New York resident.

      WHEREAS, Holder has acquired shares of Common Stock of the Company; and

      WHEREAS, the Company has agreed to grant to Holder the rights and benefits
provided herein.

      NOW THEREFORE, for and in consideration of the covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto do hereby agree as follows:

      1.    Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

            (a)   "Commission" shall mean the Securities and Exchange Commission
      or any other federal agency at the time administering the Securities Act.

            (b)   "Common Stock" shall mean the Company's $0.01 par value per
      share common stock.

            (c)   "Exchanne Act" shall mean the Securities Exchange Act of 1934,
      as amended, or any similar federal statute, and the rules and regulations
      of the Commission issued under such Act, as they each may, from time to
      time, be in effect.

            (d)   "Holder" shall mean Jeffrey R. Johnson, so long as he holds
      at least 25% of the Shares originally issued to HIM and any transferee of
      Jeffrey R. Johnson so long as the Shares held by such transferee represent
      at least 1% of the outstanding capital stock of the Company and provided
      such transferee agreed in writing with the Company at the time of receipt
      of the Shares to hold such stock subject to all the restrictions of this
      Agreement.

            (e)   "Registrable Securities" shall mean (i) the Shares of Common
      Stock of the Company and (ii) any securities issued as a dividend or other
      distribution with respect to, or in exchange or in replacement of, the
      securities referred to in subsection (i). For purposes of this Agreement,
      a Registrable Security ceases to be a Registrable Security when it has
      been effectively registered under the Securities Act and sold or
      distributed to the public in accordance with an effective registration
      statement covering it.

            (f)   "Registration Expenses" shall mean all expenses (except for
      "Selling Expenses" as defined below) incurred by the Company in complying
      with Sections 2 or 3 of this Agreement, including, without limitation, all
      registration and fling fees, printing expenses, reasonable fees and
      disbursements of counsel for the Company and, subject to Section 4, in the
      case of a registration referred to in subsection 2(a) or Section 3, the
      reasonable fees and disbursements of one counsel for Holder.

            (g)   The terms "register", "registered" and "registration" shall
      refer to a registration effected by preparing and filing a Registration
      Statement in compliance with
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      the Securities Act, and the declaration or ordering of the effectiveness
      of such Registration Statement.

            (h)   "Registration Statement" shall mean a registration statement
      on Form S-3 or Form S-8 filed by the Company with the Commission for a
      public offering and sale of securities of the Company.

            (i)   "Securities Act" shall mean the Securities Act of 1933, as
      amended, or any similar federal statute, and the RULES and regulations of
      the Commission issued under such Act, as they each may, from time to time,
      be in effect.

            (j)   "Selling Expenses" shall mean all underwriting discounts and
      selling commissions, applicable to the sale of Registrable Securities
      pursuant to Sections 2 or 3, and all fees and disbursements of one counsel
      for Holder not included in Registration Expenses and any and all fees,
      expenses and other costs arising from the engagement of an underwriter
      requested by Holder pursuant to Section 2(a).

            (k)   "Shares" shall mean: (i) the 100,000 shares of Common Stock
      outstanding on the date hereof issued to the Holder pursuant to Section
      4.c of the Employment Agreement, effective October 1,2004 between the
      Holder and the Company (the "Employment Agreement"), to the extent such
      shares have then vested and (ii) the 20,000 shares of Common Stock
      outstanding on the date hereof issued to the Holder pursuant to the
      Section 4.c.6 of the Employment Agreement].

      2.    Required Registrations.

            (a)   If at any time the Company shall be requested in writing by a
      Holder or Holders representing a majority of the Registrable Securities
      then outstanding to effect the registration under the Securities Act of
      Registrable Securities, the Company shall, as expeditiously as
      practicable, use reasonable efforts to effect the registration on a
      Registration Statement of all shares of Registrable Securities which the
      Company has been requested to register. At the request of Holder, the
      Company shall seek to have each offering pursuant to this Section 2(a)
      managed, on a basis requested by Holder, by a recognized regional or
      national underwriter selected by Holder and approved by the Company, such
      approval not to be unreasonably withheld. The Company shall not be
      obligated to cause to become effective more than two registration
      statements pursuant to which Registrable Securities are registered under
      this Section 2(a).

            Notwithstanding the foregoing, if the Company shall furnish to the
      Holder a certificate signed by the Chairman of the Board, Chief Executive
      Officer or Chief Financial Officer of the Company stating that the Board
      has made the good faith judgment that it would be detrimental to the
      Company and its stockholders for such registration statement to be filed
      in the near future, then the Company's obligation to use its reasonable
      efforts to file and cause to become effective such registration statement
      may be deferred for a reasonable period of time. This deferral right may
      not be exercised by the Company on more than two occasions in any 12-month
      period or exceed 180 days in the aggregate in any 12-month period.

            (b)   The Company may include in a registration requested under this
      Section 2: (i) any authorized but unissued shares of Common Stock for sale
      by the Company, and (ii) any issued shares of its Common Stock and with
      respect to which


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      registration rights have been granted by the Company ("Management Stock");
      provided, however, that such shares shall not be included to the extent
      that the managing underwriter of the shares so proposed to be registered
      determines in good faith that the inclusion of such shares will interfere
      with the successful marketing of the shares of Registrable Securities to
      be included therein. If the offering to which a Registration Statement
      under this Section 2 relates is an underwritten offering, and if, after
      all shares of Common Stock proposed to be offered by the Company and all
      such shares of Management Stock have been excluded from such registration,
      a greater number of shares of Registrable Securities is offered for
      participation in such underwriting than in the opinion of the managing
      underwriter can be accommodated without adversely affecting the
      underwriting, the amount of Registrable Securities held by Holder and
      proposed to be included in such underwriting shall be reduced to a number
      deemed satisfactory by the managing underwriter.

      3.    Incidental Registrations.

            (a)   If at any time or from time to time the Company shall
      determine to register any of its Common Stock ("Initially Proposed
      Shares"), for its own account or for the account of any of its
      stockholders (other than Holder), other than a registration relating
      solely to employee benefit plans, or a registration relating solely to a
      Commission Rule 145 transaction or any Rule adopted by the Commission in
      substitution therefor or in amendment thereto, or a registration on any
      registration form on which the Shares are eligible to be registered or
      which does not include substantially the same information as would be
      required to be included in a Registration Statement covering the sale of
      Registrable Securities, the Company will:

                  (i)   promptly give to Holder written notice thereof (which
                        shall include a list of the jurisdictions in which the
                        Company intends to attempt to qualify such securities
                        under the applicable Blue sky or other state securities
                        laws if any); and

                  (ii)  include in such registration (and any related
                        qualification under Blue Sky laws or other compliance),
                        and in any underwriting involved therein, all of the
                        Registrable Securities requested by the Holder in a
                        written request within ten (10) days after the giving of
                        such written notice by the Company, subject to the
                        limitations set forth in Section 3(b).

            (b)   If the registration of which the Company gives notice is for a
      registered public offering involving an underwritten public offering, the
      Company shall so advise Holder as a part of the written notice given
      pursuant to Section 3(a)(i). In such event the right of Holder to
      registration pursuant to this Section 3 shall be conditioned upon Holder's
      participation in such underwritten public offering and the inclusion of
      Holder's Registrable Securities in the underwritten public offering to the
      extent provided herein. If Holder proposes to distribute his securities
      through such underwritten public offering, he shall (together with the
      Company) enter into an underwriting agreement in customary form with the
      underwriter or underwriters selected for such underwritten public offering
      by the Company. Notwithstanding any other provision of this Section 3, if
      the underwriter determines that marketing factors require a limitation of
      the number of shares to be underwritten, all of the Initially Proposed
      Shares shall be included in such offering before any Registrable
      Securities are so included, and further, the underwriter otherwise


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      may limit the number of Registrable Securities to be included in the
      registration and underwritten public offering, provided that such
      limitation shall be applied to all Holders and holders of Management Stock
      seeking to include shares in such underwriting on the basis of
      "incidental" or piggy-back registration rights pro rata based on the
      number of shares they are seeking to have included in the registration.
      The Company shall so advise Holder of such limitation (unless Holder has
      not elected to distribute any of his Registrable Securities through such
      underwritten public offering), and the number of shares of Registrable
      Securities that may be included in the registration. No Registrable
      Securities or shares of Management Stock excluded from the underwritten
      public offering by reason of the underwriter's marketing limitation shall
      be included in such registration. If the terms of any such underwritten
      public offering differ materially from the terms (including range of
      offering price) previously communicated to Holder, Holder may elect to
      withdraw therefrom by written notice to the Company and the underwriter,
      which notice, to be effective, must be received by the Company at least
      two (2) business days before the anticipated effective date of the
      Registration Statement. In the event that the contemplated sale does not
      involve an underwritten public offering and a determination that the
      inclusion of the Registrable Securities adversely affects the marketing of
      the shares shall be made by the Board of Directors of the Company in its
      good faith discretion, then no Registrable Securities are required hereby
      to be included in the contemplated sale.

            (c)   The Company may at any time withdraw or abandon any
      Registration Statement which triggers the provisions of this Section 3
      without any liability to Holder.

      4.    Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification and compliance pursuant to
subsection 2(a) and Section 3 shall be paid by the Company. All Selling Expenses
incurred in connection with any registration pursuant to subsection 2(a) and
Section 3 shall be paid by the Holders.

      5.    Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will keep Holder advised in writing as to the initiation of each
registration, qualification and compliance and as to the completion thereof. At
its expense the Company will:

            (a)   prepare and file with the Commission a Registration Statement
      with respect to such Registrable Securities, and use its reasonable
      efforts in good faith to cause such Registration Statement to become and
      remain effective as provided herein;

            (b)   prepare and file with the Commission such amendments and
      supplements to such Registration Statement and the prospectus included in
      such Registration Statement as may be necessary or advisable to comply in
      all material respects with the provisions of the Securities Act with
      respect to the disposition of all Registrable Securities covered by such
      Registration Statement or as may be necessary to keep such Registration
      Statement effective and current, but for no longer than six (6) months
      subsequent to the effective date of such registration;

            (c)   furnish to Holder such number of copies of such Registration
      Statement, each amendment and supplement thereto (in each case including
      all exhibits thereto), the prospectus included in such Registration
      Statement (including each preliminary prospectus), and such other
      documents as Holder may reasonably request in order to facilitate the
      disposition of such Registrable Securities held by Holder;


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            (d)   enter into such customary agreements and take all such other
      action in connection therewith as Holder may reasonably request in order
      to expedite or facilitate the disposition of such Registrable Securities;

            (e)   use its reasonable efforts in good faith to register and
      qualify the Registrable Securities covered by such Registration Statement
      under such securities or Blue Sky laws of such jurisdictions as Holder
      shall reasonably request and do any and all such other acts and things as
      may be reasonably necessary or advisable to enable Holder to consummate
      the disposition in such jurisdictions of the Registrable Securities held
      by Holder; provided, however, that the Company shall not be required in
      connection therewith to qualify to do business or file a general consent
      to service of process in any such jurisdiction nor shall the Company be
      required to take any position or change in accounting methods in order to
      effect such registration if the Board of Directors determines in good
      faith that the same would be materially detrimental to the Company;

            (f)   furnish to Holder a signed counterpart, addressed to Holder,
      of (i) an opinion of counsel for the Company, dated the effective date of
      the Registration Statement, and, to the extent available to Holder from
      the independent auditors of the Company, (ii) a "comfort" letter signed by
      the independent public accountants who have certified the Company's
      financial statements included in the Registration Statement, covering
      substantially the same matters with respect to the Registration Statement
      (and the prospectus included therein) and (in the case of the "comfort"
      letter) with respect to events subsequent to the date of the financial
      statements, as are customarily covered (at the time of such registration)
      in opinions of issuer's counsel and in "comfort" letters delivered to the
      underwriters in underwritten public offerings of securities; provided,
      that the requirements of this subsection (f) shall apply only to Holder if
      he is including at least 100,000 shares (such number to be appropriately
      adjusted in the event of stock splits, stock combinations, stock dividends
      or similar recapitalizations) of Registrable Securities in such
      registration;

            (g)   use its reasonable efforts in good faith to cause the
      Registrable Securities covered by such Registration Statement: (i) to be
      listed on any securities exchange or any automated quotation system on
      which similar securities issued by the Company are then listed, to the
      extent the Company satisfies applicable listing requirements; or (ii) if
      not then listed on any exchange or automated quotation system, to be
      eligible for trading in any over-the-counter market or trading system in
      which the securities of the same class are then traded; and

            (h)   cooperate with Holder to facilitate the timely preparation and
      delivery of certificates representing Registrable Securities to be
      distributed or sold and not bearing any restrictive legends and enable
      such Registrable Securities to be issued in such denominations and
      registered in such names as Holder may reasonably request at least one
      business day prior to the closing of any distribution or sale of
      Registrable Securities.

            Notwithstanding the foregoing provisions of this Section 5, (1)
      Holder will not (until further notice) effect sales thereof after receipt
      of electronic, facsimile or written notice from the Company to suspend
      sales to permit the Company to correct or update such Registration
      Statement or prospectus; provided, the obligations of the Company with
      respect to maintaining any Registration Statement current and effective
      shall be extended by a period of days equal to the period such suspension
      is in effect; and (2) at the end of any period during which the Company is
      obligated to keep any Registration


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      Statement current and effective as provided by this Section 5 (and any
      extensions thereof required by subsection 5(f)(l), Holder shall
      discontinue sales of shares pursuant to such Registration Statement upon
      notice from the Company of its intention to remove from registration the
      Registrable Securities covered by such Registration Statement which remain
      unsold, and Holder shall notify the Company of the number of shares
      registered which remain unsold promptly after receipt of such notice from
      the Company.

      6.    Indemnification.

            (a)   The Company will indemnify Holder if Registrable Securities
      held by Holder are included in the securities with respect to which
      registration, qualification or compliance has been effected pursuant to
      this Agreement, and each underwriter of such Registrable Securities, if
      any, and each person who controls such underwriter, against all claims,
      losses, damages and liabilities (or actions in respect thereof) arising
      out of or based on (i) any untrue statement (or alleged untrue statement)
      of a material fact contained in any prospectus, offering circular or other
      similar document (including any related Registration Statement,
      notification or the like) incident to any such registration, qualification
      or compliance, or based on any omission (or alleged omission) to state
      therein a material fact required to be stated therein or necessary to make
      the statements therein not misleading in the light of the circumstances
      under which they were made, or (ii) any violation by the Company of any
      federal, state or common law rule or regulation applicable to the Company
      and relating to action or inaction required of the Company in connection
      with any such registration, qualification or compliance, and will
      reimburse Holder, such underwriter and each person who controls such
      underwriter, for any legal and any other expenses reasonably incurred in
      connection with investigating or defending any such claim, loss, damage,
      liability or action, provided that the Company will not be liable to
      Holder or underwriter in any such case to the extent that such claim,
      loss, damage, liability or expense arises out of or is based on (i) any
      untrue statement or omission made in reliance upon and in conformance with
      written information furnished to the Company by or on behalf of Holder or
      such underwriter and which was furnished specifically for the purpose of
      being used therein or (ii) a failure by Holder to deliver a final
      prospectus to his transferee if any material change has been made to the
      preliminary prospectus.

            (b)   Holder will, if Registrable Securities held by Holder are
      included in the securities as to which such registration, qualification or
      compliance is being effected, indemnify the Company, each of its directors
      and officers, each underwriter, if any, of the Company's securities
      covered by such registration, qualification or compliance, each person who
      controls the Company or such underwriter within the meaning of the
      Securities Act, against all claims, losses, damages and liabilities (or
      actions in respect thereof) arising out of or based on any untrue
      statement (or alleged untrue statement) of a material fact contained in
      any such Registration Statement, prospectus, offering circular or other
      similar document, or any omission (or alleged omission) to state therein a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading in the light of the circumstances under
      which they were made, and will reimburse the Company, such directors,
      officers, partners, persons, underwriters or control persons for any legal
      or any other expenses reasonably incurred in connection with investigating
      or defending any such claim, loss, damage, liability or action, in each
      case to the extent, but only to the extent, that such untrue statement or
      omission is made in such Registration Statement, prospectus, offering
      circular or other document in reliance upon and in conformity with written
      information furnished to the Company by or


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      on behalf of Holder and which was furnished specifically for the purpose
      of being used therein; provided, however, that the liability of Holder
      under this Section 6 shall be limited to an amount equal to the proceeds
      to Holder of Registrable Securities sold as contemplated herein.

            (c)   Each party entitled to indemnification under this Section 6
      (the "Indemnified Party") shall give notice to the party required to
      provide indemnification (the "Indemnifying Party") promptly after such
      Indemnified Party has actual knowledge of any claim as to which indemnity
      may be sought, and shall permit the Indemnifying Party, at such party's
      expense, to assume the defense of any such claim or any litigation
      resulting therefrom, provided that counsel for the Indemnifying Party, who
      shall conduct the defense of such claim or litigation, shall be approved
      by the Indemnified Party (whose approval shall not unreasonably be
      withheld), and the Indemnified Party may participate in such defense at
      such party's expense (except for the payment of fees, costs and expenses
      provided for below), and provided further that the failure of any
      Indemnified Party to give notice as provided herein shall not relieve the
      Indemnifying Party of its obligations under this Agreement, unless such
      failure to give notice shall materially and adversely affect the
      Indemnifying Party's defense of any such claim or any such litigation. No
      Indemnifying Party, in the defense of any such claim or litigation shall,
      except with the consent of each Indemnified Party, consent to entry of any
      judgment or enter into any settlement which does not include as an
      unconditional term thereof the giving by the claimant or plaintiff to such
      Indemnified Party of a release from all liability in respect to such claim
      or litigation. Notwithstanding the election of the Indemnifying Party to
      assume the defense of any such claim or litigation, the Indemnified Party
      shall have the right to employ separate counsel and to participate in the
      defense of such claim or litigation, and the Indemnifying Party shall bear
      the reasonable fees, costs and expenses of such separate counsel if (i)
      the use of the counsel chosen by the Indemnifying Party to represent the
      Indemnified Party would present such counsel with a conflict of interest;
      (ii) the defendants in, or targets of, any such claim or litigation
      include both the Indemnified Party and the Indemnifying Party and the
      Indemnified Party shall have been advised by counsel in writing that there
      may be legal defenses available to it or to other Indemnified Parties
      which are different from or additional to those available to the
      Indemnifying Party (in which case the Indemnifying Party shall not have
      the right to direct the defense of such action on behalf of the
      Indemnified Party); (iii) in the exercise of the Indemnified Party's
      reasonable judgment, the Indemnifying Party shall not have employed
      satisfactory counsel to represent the Indemnified Party within a
      reasonable time after notice of the institution of such claim or
      litigation; or (iv) the Indemnifying Party shall authorize the Indemnified
      Party to employ separate counsel at the expense of the Indemnifying Party.
      The Indemnified Party shall not settle any such claim or litigation
      without the consent of the Indemnifying Party such consent not to be
      unreasonably withheld.

            (d)   Notwithstanding the foregoing provisions of this Section 6, if
      a registration is subject to a firm commitment underwriting, neither the
      Company nor Holder shall be required to indemnify any other party to a
      greater extent than the obligation of the Company or Holder to the
      underwriters pursuant to the underwriting agreement pertaining to such
      registration.

            (e)   If the indemnification provided for in this Section 6 from the
      Indemnifying Party is unavailable to an Indemnified Party hereunder in
      respect of any losses, claims, damages, liabilities or expenses referred
      to therein, then the Indemnifying


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      Party, in lieu of indemnifying such Indemnified Party, shall contribute to
      the amount paid or payable by such Indemnified Party as a result of such
      losses, claims, damages, liabilities or expenses in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party and
      Indemnified Parties in connection with the actions which resulted in such
      losses, claims, damages, liabilities or expenses, as well as any other
      relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Parties shall be determined by reference to, among
      other things, whether any action in question, including any untrue or
      alleged untrue statement of a material fact or omission or alleged
      omission to state a material fact, has been made by, or relates to
      information supplied by, such Indemnifying Party or Indemnified Parties,
      and the parties' relative intent, knowledge, access to information and
      opportunity to correct or prevent such action. The amount paid or payable
      by a party as a result of the losses, claims, damages, liabilities and
      expenses referred to above shall be deemed to include any legal or other
      fees or expenses reasonably incurred by such party in connection with any
      investigation or proceeding. The parties hereto agree that it would not be
      just and equitable if contribution pursuant to this Section 6(e) were
      determined by pro rata allocation or by any other method of allocation
      which does not take account of the equitable considerations referred to in
      the immediately preceding paragraph. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities
      Act) shall be entitled to contribution from any person who was not guilty
      of such fraudulent misrepresentation.

      7.    Information by Holder. In connection with any registration
hereunder, Holder shall furnish to the Company in writing such information
regarding Holder and the distribution proposed by Holder as the Company may
reasonably request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Agreement.

      8.    Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Company's capital stock to the public without registration, the
Company agrees to use its reasonable efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act.

      9.    Rule 144 Sales. Notwithstanding anything contained in this Sections
2 and 3 to the contrary, Holder shall not have any registration rights pursuant
to Sections 2 or 3 herein if all of Holder's Registrable Securities may then be
sold within a single three-month period pursuant to Rule 144 under the
Securities Act.

      10.   Notices. All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be hand delivered
or mailed postage prepaid by registered or certified mail or transmitted by
facsimile transmission (with immediate telephonic confirmation thereafter),

            If to the Company, to:

            Franklin Credit Management Corporation
            Six Harrison Street
            New York, New York 10013
            Attention:     General Counsel
            Telephone No.: (212) 925-8745
            Facsimile No.: (212) 925-1971


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            Attention: General Counsel with a copy (which shall not constitute
            notice) to:

            Kramer, Levin, Naftalis & Frankel LLP
            919 Third Avenue
            New York, New York 10022
            Attention:     J. Michael Mayerfeld, Esq.
            Facsimile No.: (212) 715-8000

            If to the Executive, to:

            Jeffrey R. Johnson
            166 Duane Street #3C
            New York, NY 10013
            Telephone No.: Facsimile No.: 646-613-9434

            If to any other Holder,

            to such name at such address as such Holder shall have indicated in
            a written notice delivered to the other parties to this Agreement,
            or at such other address as the Company or the Executive may specify
            by written notice to the other, and each such notice, request,
            consent and other communication shall for all purposes of the
            Agreement be treated as being effective or having been given when
            delivered if delivered personally, upon receipt of facsimile
            confirmation if transmitted by facsimile, or, if sent by mail, at
            the earlier of its receipt or 72 hours after the same has been
            deposited in a regularly maintained receptacle for the deposit of
            United States mail, addressed and postage prepaid as aforesaid.

      11.   Lockup. If the Company shall so deliver such a request in writing to
the Holders, each Holder shall not effect any public or private sale or
distribution of any Registrable Securities (other than the Holder Shares) during
the 15-day period prior to, and during the 180-day period (or such longer period
as the managing underwriter(s) of such offering shall require of the Company's
officers and directors generally) beginning on, the closing date of any
underwritten public offering of shares of Common Stock made for the Company's
own account.

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      12.   Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and may not be amended or
modified without the prior written consent of the Company and Holder. Each of
the parties hereto hereby irrevocably waives any and all right to trial by jury
in any legal proceeding arising out of or related to this agreement or the
transactions contemplated hereby. This Agreement reflects the entire
understanding of the parties hereto with respect to the subject matter hereof.
This Agreement may be executed in one or more counterparts, All of which taken
together shall constitute one and same instrument. The Company may add
additional parties hereto from time to time by execution of a counterpart
signature page.

      IN WITNESS WHEREOF, the parties have hereunto affixed their hands and
seals as of the date first above written.


Holder:                                 Franklin Credit Management Corporation


/s/ Jeffrey R. Johnson                  By: /s/ Thomas J. Axon
-------------------------------             --------------------------------
JEFFREY R. JOHNSON                          Name: Thomas J. Axon
                                                  ------------------------------
                                        Title: Chairman
                                               -----------------------------


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