**Exhibit 10.28**

 

**HOME ASSET MANAGEMENT CORP.11100 Santa Monica Blvd., Suite 2000Los Angeles, CA 90025**

 

**STOCK REPURCHASE AGREEMENT**

 

June 24, 2004

 

Mr. John M. RobbinsChief Executive Officer

AmNet Mortgage, Inc.

10421 Wateridge Circle, Suite250

San Diego, CA 92121

 

**Re:  Repurchase of 500,000 shares of AmNet commonstock**

 

Dear John:

 

This Stock Repurchase Agreement(“Agreement”) is made and entered into as of the 24th day of June, 2004, by andamong AmNet Mortgage, Inc. (“Buyer” or the “Company”), a Maryland Corporationand Home Asset Management Corp., a Delaware Corporation (“Seller”).

 

WHEREAS, Seller desires to sellthe Shares (as defined herein) on the terms and subject to the conditionscontained in this Agreement; and

 

WHEREAS, Buyer has beenauthorized by its Board of Directors and desires to purchase the Shares (asdefined herein) on the terms and subject to the conditions contained in thisAgreement.

 

NOW, THEREFORE, inconsideration of the mutual promises hereinafter set forth and other good andvaluable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereby agree as follows:

 

1.  Seller shall sell, transfer, convey, assignand deliver to Buyer, and Buyer shall acquire from Seller, 500,000 shares ofcommon stock, $0.01 par value per share, of the Company owned by Seller (the“Shares”).

 

2.  The purchase price to be paid by Buyer toSeller shall be Four Million Four Hundred Thousand Dollars ($4,400,000) by wiretransfer of immediately available funds based upon the Company’s intra-daystock trading price of $8.80 per share on June 22, 2004.

 

3.  Ownership of the Shares. (i)Seller is and immediately prior to the Closing will be, the true, lawful ownerand record holder of the Shares, and will have the right to sell and transferto Buyer good and marketable title to such Shares, free and clear of any claim,liability, lien, pledge, mortgage, security interest, restriction orencumbrance (collectively, “Encumbrances”) of any kind; and (ii) the deliveryto Buyer of the instruments of transfer of ownership contemplated by thisAgreement will vest good and marketable title to the Shares in Buyer, free andclear of all Encumbrances of any kind or nature whatsoever.  Seller, or its affiliates, acquired theShares from the Company in a non public offering more than three years beforethe date of this Agreement.

 

The wire instructions are asfollows:

Bank of America

Private Bank - LosAngeles,#4957

555 South Flower Street, 49thFloor

Los Angeles, CA 90071

ABA #: 121000358

 

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June 24, 2004

Stock Repurchase Agreement

 

 

Account Name: Home AssetManagement Co.

Account #: 49575-00809

 

Please indicate youracknowledgement of and agreement to this Agreement by executing a copy of thisAgreement in the space indicated below.

 

Sincerely,

 
| **Home Asset Management Corp.** |
|---------------------------------|
| ** **                      |
| ** **                      |
| By:                             | /s/ John C.  Rocchio |   |
|                            | John C.  Rocchio |
|                            | President |

 

 

ACCEPTED AND AGREED TO ON                       ,2004.

 
| **Home Asset Management Corp.** |
|---------------------------------|
| ** **                      |
| ** **                      |
| By:                             | /s/ John C.  Rocchio |   |
|                            | John C.  Rocchio |
|                            | President |

 
| **TCW/Crescent Mezzanine Partners, L.P.**            |
|------------------------------------------------------|
| **TCW/Crescent Mezzanine Trust**                     |
| **TCW/Crescent Mezzanine Investment Partners, L.P.** |
| By:                                                  | TCW/Crescent  Mezzanine, L.L.C. |
| Its:                                                 | Investment  Manager |

 

 
| By:    | /s/ John C.  Rocchio |   |
|--------|----------------------|--------|
|   | John C.  Rocchio     |
|   | Managing  Director   |

 
| **AmNet Mortgage, Inc.** |
|--------------------------|
| ** **               |
| ** **               |
| By:                      | /s/ John  Robbins |   |
| Name:                    | John Robbins |
| Its:                     | Chairman |
|                          |  |  |  |

 

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