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                                                                   Exhibit 10.19







                               OPERATING AGREEMENT
                                       OF
                    ROCK HOME LOANS @ MICHIGAN NATIONAL, LLC






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                    ROCK HOME LOANS @ MICHIGAN NATIONAL, LLC
                     (a Michigan Limited Liability Company)

                               OPERATING AGREEMENT

                                Table of Contents

<TABLE>
<CAPTION>
<S>                                                                                                              <C>
ARTICLE I - ORGANIZATION..........................................................................................1
   Section 1.01 Organization......................................................................................1
   Section 1.02 Name of Company...................................................................................2
   Section 1.03 Duration and Effective Date of Agreement..........................................................2
   Section 1.04 Purpose and Business..............................................................................2
   Section 1.05 Status of Members.................................................................................3
   Section 1.06 Registered Agent and Office.......................................................................3
   Section 1.07 Principal Office..................................................................................4
   Section 1.08 Conflicts of Interest.............................................................................4
   Section 1.09 Definitions.......................................................................................4
ARTICLE II - MEMBERS..............................................................................................5
   Section 2.01 Members...........................................................................................5
   Section 2.02 Additional Members................................................................................5
   Section 2.03 Representations and Warranties....................................................................5
   Section 2.04 Information.......................................................................................6
   Section 2.05 [RESERVED]........................................................................................7
   Section 2.06 Voting Rights.....................................................................................7
   Section 2.07 Meetings and Notice..............................................................................14
   Section 2.08 Quorum...........................................................................................14
   Section 2.09 Member to Vote in Person or by Proxy.............................................................14
   Section 2.10 Action by Written Consent........................................................................15
   Section 2.11 No Authority to Commence Civil Suit..............................................................15
   Section 2.12 Independent Activities...........................................................................16
   Section 2.13 Transactions Permitted With Members and Affiliates...............................................16
   Section 2.14 Participation by Communications Equipment........................................................16
   Section 2.15 Waiver of Notice.................................................................................17
ARTICLE III - MANAGEMENT BY MANAGER..............................................................................17
   Section 3.01 General Powers...................................................................................17
   Section 3.02 Number and Term of Office........................................................................17
   Section 3.03 Limitation of Authority of Members...............................................................18
   Section 3.04 Resignation and Removal of the Manager...........................................................18
   Section 3.05 Discharge of Duties, Reliance on Reports.........................................................18
   Section 3.06 Accountable as Trustee...........................................................................20
   Section 3.07 Authority to Execute Documents...................................................................20
   Section 3.08 Officers.........................................................................................20
   Section 3.09 Removal, Resignation or Replacement of Officers..................................................21
   Section 3.10 Conflict-of-Interest.............................................................................21
ARTICLE IV - CAPITAL CONTRIBUTIONS...............................................................................22
   Section 4.01 Initial Contributions; Membership Interest.......................................................22
   Section 4.02 Additional Contributions.........................................................................23
   Section 4.03 Failure to Make Additional Contribution..........................................................23
</TABLE>


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<TABLE>
<S>                                                                                                             <C>
   Section 4.04 Contribution Returns.............................................................................24
   Section 4.05 Loans by Members.................................................................................24
   Section 4.06 [RESERVED].......................................................................................25
   Section 4.07 Capital Accounts.................................................................................25
   Section 4.08 Personal Property................................................................................25
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS........................................................................26
   Section 5.01 Allocations......................................................................................26
   Section 5.02 Distributions....................................................................................26
   Section 5.03 Minimum Income Distributions.....................................................................27
ARTICLE VI - WITHDRAWAL; TRANSFER OF MEMBERSHIP INTEREST.........................................................29
   Section 6.01 Withdrawal of Member.............................................................................29
   Section 6.02 Bankrupt Members.................................................................................29
   Section 6.03 Transferability of Membership Interest...........................................................31
   Section 6.04 Expulsion of Member..............................................................................31
   Section 6.05 Effectiveness of Transfer........................................................................32
ARTICLE VII - LIMITATION OF LIABILITY AND INDEMNIFICATION........................................................32
   Section 7.01 Limitation of Personal Liability.................................................................32
   Section 7.02 Indemnification..................................................................................33
   Section 7.03 Liability Insurance..............................................................................34
ARTICLE VIII - TAXES, TAX ALLOCATIONS AND ACCOUNTING.............................................................35
   Section 8.01 Tax Returns......................................................................................35
   Section 8.02 Tax Elections....................................................................................35
   Section 8.03 Tax Matters Member...............................................................................36
   Section 8.04 Indemnification of Tax Matters Member............................................................37
   Section 8.05 Allocations of Net Profits and Net Losses from Operations........................................37
   Section 8.06 Accounting, Reports, Audit and Other Information.................................................37
   Section 8.07 Banking and Accounts.............................................................................38
ARTICLE IX - DISSOLUTION, LIQUIDATION, AND TERMINATION...........................................................39
   Section 9.01 Dissolution......................................................................................39
   Section 9.02 Termination Events...............................................................................42
   Section 9.03 Damages..........................................................................................56
   Section 9.04 Certificate of Dissolution.......................................................................57
   Section 9.05 Winding Up.......................................................................................57
   Section 9.06 Liquidation and Buy-Out Option...................................................................57
   Section 9.07 Deficit Capital Accounts.........................................................................64
ARTICLE X - GENERAL PROVISIONS...................................................................................65
   Section 10.01 Books and Records...............................................................................65
   Section 10.02 Invalidity......................................................................................66
   Section 10.03 Waiver..........................................................................................66
   Section 10.04 Choice of Law and Choice of Forum...............................................................66
   Section 10.05 Counterparts....................................................................................67
   Section 10.06 Further Assistance..............................................................................67
   Section 10.07 Notices.........................................................................................67
   Section 10.08 Conflict With MLLCA.............................................................................69
   Section 10.09 Amendment.......................................................................................69
   Section 10.10 Entire Agreement................................................................................69
</TABLE>


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                               OPERATING AGREEMENT
                                       OF
                    ROCK HOME LOANS @ MICHIGAN NATIONAL, LLC

                     (A MICHIGAN LIMITED LIABILITY COMPANY)

         This OPERATING AGREEMENT ("Agreement") is made on February 19, 1999,
between the Rock Home Loans @ Michigan National, LLC, a Michigan Limited
Liability Company (the "Company") and the persons executing this Operating
Agreement as members of the Company (individually, a "Member" and collectively,
the "Members").

                                    RECITALS

         A.    The Members desire to organize a Michigan Limited Liability
Company for the purpose of conducting the Joint Venture Business, and further
desire to effectuate this purpose through execution of this Operating Agreement.

         Now, therefore, for good and valuable consideration, the parties agree
as follows:
                            ARTICLE I - ORGANIZATION

         Section 1.01 Organization. The Company has been or shall be organized
as a Michigan limited liability company pursuant to the Michigan Limited
Liability Company Act, M.C.L.A. Section 450.4101 et. Seq. ("MLLCA") by filing of
Articles of Organization ("Articles"), as may be amended or restated from time
to time, with the Michigan Department of Consumer and Industry Services as
required by the MLLCA. If the Company has not been organized as of the date of
this Agreement, the Members shall cause it to be organized forthwith.


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         Section 1.02 Name of Company. The name of the Company shall be Rock
Home Loans @ Michigan National, LLC. All business of the Company shall be
transacted in that name, provided however, the Company may also conduct its
business under one or more assumed names as permitted by the MLLCA and as may be
approved by the Members.

         Section 1.03 Duration and Effective Date of Agreement. The Company
shall continue in existence in perpetuity or until the Company dissolves and
winds-up in accordance with the MLLCA or this Agreement. This Agreement shall be
effective as of the date of this Agreement. This Agreement shall be deemed
ratified and restated by the Company upon the filing of amended or restated
Articles.

         Section 1.04 Purpose and Business. The purpose of the Company is to
engage in the Joint Venture Business and in any other activities, as may be
determined by the unanimous consent of the Members, for which limited liability
companies may be formed under the MLLCA, provided such activities are legally
permissible activities under the National Bank Act (12 U.S.C Section 24
(Seventh)) and any regulations and interpretative rulings issued thereunder.
Notwithstanding anything in this Agreement to the contrary, the Company may not
engage in any activity which is not a permissible activity for a national bank
or an operating subsidiary thereof and will cease to engage in any activity
which the Office of the Comptroller of the Currency ("OCC") determines to be an
impermissible activity and will obtain OCC approval, to the extent required,
prior to the formation of any subsidiary or the commencement of any activity
outside of the purpose permitted by this Section 1.04. The Company shall have
all the powers necessary or 


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convenient to effect any purpose for which it is formed, including all powers
granted by the MLLCA. Regardless of any broad purposes permitted by the
Articles, the Company shall not engage in any activities not permitted by this
Agreement.

         Section 1.05 Status of Members. The Members have formed or intend to
form the Company as a limited liability company under the MLLCA. The Members
specifically intend and agree that the Company shall not be a partnership, a
limited partnership, or any other type venture. The Company is a limited
liability company under and pursuant to the MLLCA, even though the Company may
be taxed or elect to be taxed as a partnership. No Member or Manager shall be
construed to be a partner in the Company or a partner of any other Member,
Manager or Person, and the Articles, this Agreement and the relationships
created thereby and arising therefrom shall not be construed to suggest
otherwise. If any Member, by word or action, represents to another person that
any other Member is a partner or that the Company is a partnership other than
for tax purposes, the Member making such wrongful representation shall be liable
to any Member who incurs personal liability by reason of such wrongful
representation, provided however, punitive damages shall not be recoverable from
the Member making such wrongful representation.

         Section 1.06 Registered Agent and Office. The registered agent for the
service of process and the registered office shall be that person and location
reflected in the Articles. The Manager or Members may, from time to time, change
the registered agent or office and establish registered agents and offices in
other jurisdictions according to the MLLCA and other applicable law.



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         Section 1.07 Principal Office. The principal office of the Company
shall be at 30600 Telegraph Road, Fourth Floor, Bingham Farms, Michigan 48025,
or such other location selected by the "Manager" (as defined in Section 3.01),
and unanimously approved by the Members, if so required under Section 2.06.

         Section 1.08 Conflicts of Interest. A Member does not violate a duty or
obligation to the Company or the other Member merely because his or her conduct
furthers his or her own interest, provided however, in the event such conduct
gives rise to a "Dissolution Event" or a "Termination Event" as defined under
Sections 9.01 and 9.02, respectively, of this Agreement, the Members shall have
the rights and obligations provided for in Article IX of this Agreement, and as
otherwise provided for in this Agreement. A Member may lend money to the Company
and transact other business with the Company. Unless otherwise agreed in a
writing signed by the Company and the Member, the rights and obligations of a
Member who lends money to or transacts business with the Company are the same as
those of a Person who is not a Member, subject to applicable laws or
regulations. No transaction with the Company shall be voidable solely because a
Member has a direct or indirect interest in the transaction if the transaction
is within a reasonable range of fairness to the Company or the disinterested
Member knowing the material facts of the transaction and the Member's interest,
authorizes, approves or ratifies the transaction.

         Section 1.09 Definitions. Except as the context requires otherwise, any
term, word, phrase written with an initial capital letter and not defined in
this Agreement shall



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have meaning attributed to such term, word, or phrase provided in that certain
Joint Venture Agreement executed the same date as this Agreement by and among
the Members and the Company ("Joint Venture Agreement").

                              ARTICLE II - MEMBERS

         Section 2.01 Members. The Members of the Company are the persons
executing this Agreement effective upon such execution.

         Section 2.02 Additional Members. Additional Members may not be admitted
without the unanimous agreement of the then current Members.

         Section 2.03 Representations and Warranties. Each Member represents and
warrants to the other Member and to the Company that (a) if that Member is a
corporation, it is duly organized, validly existing and in good standing under
the laws of the state of its formation and qualified to do business (to the
extent required by applicable law) in the State of Michigan and in any other
jurisdiction where it conducts its business activities; (b) if that Member is a
national banking association, it is duly organized, validly existing and in good
standing under the laws of the United States and qualified to do business (to
the extent required by applicable law) in the State of Michigan and in any other
jurisdiction where it conducts its business activities; (c) that each Member has
full corporate, or other applicable power and authority to execute and deliver
the Articles and this Agreement, and to perform its obligations hereunder and
thereunder; (d) all actions necessary for the due authorization, execution,
delivery and 


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performance of the Articles and this Agreement have been duly taken and if any
consent or approval of any Person or governmental authority is required such
approval or consent has been obtained, Including approval of the OCC; (e) that
Member's execution, delivery and performance of the Articles and this Agreement
shall not violate any other agreement or instrument to which that Member is a
party or by which its property is bound; (f) that Member is bound by this
Agreement which is enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors rights generally, and general principles
of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity); (g) the Member is acquiring its interest in the
Company for the Member's own account as an investment and without an intent to
distribute the interest; (h) the Member understands that the interests have not
been registered under the Securities Act of 1933 or any state securities laws,
and may not be resold or transferred by the Member without appropriate
registration or the availability of an exemption from such requirements; and (i)
the Member's interest in the Company is not a security under federal or state
law, unless specifically prescribed under 12 C.F.R. 1 for a national banking
association.

        Section 2.04 Information. In addition to the other rights specifically
set forth in this Agreement, each Member is entitled to all information on the
Company to which that Member is entitled to have access pursuant to Section 503
of the MLLCA under the circumstances and subject to the conditions therein
stated, Including the books, records of account, business records, the Articles
and this Agreement.






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        Section 2.05 [RESERVED]

        Section 2.06 Voting Rights. Each Member votes in proportion to its
Membership Interest (as defined in Section 4.01). Each Member shall be entitled
to vote on all matters submitted for a vote of the Members. Except as provided
in the next sentence, the approval of all such matters shall be by unanimous
vote of all Members in the Company. Notwithstanding any other provision of this
Agreement, the election, removal and compensation (including benefits) of the
Manager shall be approved by the Members, and shall be approved by the holders
of a majority of the Membership Interests in the Company, except that either
Member alone may remove the Manager if he or she commits a felony, fraud,
embezzlement, or other misappropriation of funds that has a material adverse
effect on the Member's capital account in the Company. Notwithstanding any other
provision of this Agreement, the following matters are the only matters that
must be submitted for a vote of the Members (except for the election, removal
and compensation (including benefits) of the Manager), and the approval of the
Members by the unanimous vote of all Members shall be required with respect to
the following:

                  (a) Business Combination or Dissolution. any acquisition,
         consolidation, merger, voluntary dissolution or liquidation (Including
         the winding up) of the Company, or any business combination
         acquisitions, consolidations or merger transactions by the Company,
         whether with Affiliated entities or not;




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                  (b) Conflict of Interest. any transaction between the Manager
              and the Company in which the Manager has a conflict of interests,
              other than transactions related to the Manager's compensation or
              benefits;

                  (c) Related-Party Transactions. any transaction directly or
              indirectly between either Member and the Company, except for (i)
              loans from a Member to the Company aggregating not more than
              $250,000 at any one time outstanding, (ii) the Manager's
              termination of agreements or transactions directly or indirectly
              between either Member and the Company, subject to the terms of
              those agreements, and (iii) those transactions described in
              Section 9.06(e) that do not require unanimous Member approval
              pursuant to the terms of Section 9.06(e);

                  (d) Changes to Organizational Documents or Name. any amendment
              or restatement to the Articles or this Agreement (Including,
              expanding the purpose of the Company pursuant to Section 1.04) or
              any use of one or more assumed names by the Company, pursuant to
              Section 1.02;

                  (e) [RESERVED];

                  (f) Distributions. any distribution of profits and losses to
              the Members, except for those distributions required by Section
              5.03 of this Agreement;

                  (g) Sales and Acquisitions of Assets. the sale or transfer of
              all or substantially all of the Company's assets, except in the
              ordinary course of 





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         business (the sale of mortgage loan assets to third parties shall be
         in the ordinary course of business), or any material purchase,
         receipt, lease, exchange or other acquisition of any real or personal
         property or business that (i) is not in the ordinary course of
         business, and (ii) costs the Company more than $100,000 in any single
         transaction;

                  (h) Annual Business Plan. the approval of a Business Plan
         (Including at least a two (2) year rolling forecast) annually submitted
         by the Manager, within sixty (60) days prior to the commencement of the
         new fiscal year, which shall be in such form as the Members unanimously
         agree and communicate to the Manager from time to time, and in the
         absence of such agreement on the form of the Business Plan, in such
         form most recently agreed upon; provided, that if the Members do not
         approve the annual Business Plan, the Company shall be entitled to
         operate within the annual Business Plan submitted by the Manager,
         except for any portion of such annual Business Plan that requires
         either Member to make any capital contributions or loans to the Company
         (other than those already agreed upon) or any portion of such annual
         Business Plan that can not be funded from operating cash flow of the
         Company;

                  (i) Acquisition of, or Joint Venture with, Other Entities. any
         acquisition of substantially all of the assets or equity capital of, or
         joint venture with, any other entity, including the formation of any
         new company, partnership or other business entity;





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                  (j) Branch Selection. any addition to, or removal from, the
         list of Michigan National Bank ("MNB") financial center offices at
         which a Company loan officer will have an office to conduct the
         Company's Joint Venture Business; provided, however, MNB may
         unilaterally remove a Company loan officer from such a site if MNB
         decides to relocate or close such financial center office; and the
         financial terms of any leasing or sharing of space arrangements for MNB
         financial center office sites;

                  (k) Indebtedness. incurring or assuming general indebtedness
         or warehouse line indebtedness or any guaranty of obligations of any
         other person or entity, except for the endorsement of negotiable
         instruments for deposit in the ordinary course of business and except
         for any indebtedness or guaranty that is either (i) not in excess of
         the approved amount stated in the annual Business Plan under which the
         Company is then operating, or (ii) in the ordinary course of the
         Company's business;

                  (l) Dispositions and Liens Not in the Ordinary Course. any
         sale, conveyance, or mortgage of, grant of a security interest in, or
         creation of a lien, pledge or encumbrance on, any real or personal
         property or asset now owned or hereafter acquired by the Company or any
         other disposition of any property or asset now owned or hereafter
         acquired by the Company, except in the ordinary course of business;





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                  (m) Capital Expenditures. any capital expenditures which
         exceed the amount stated in the annual Business Plan under which the
         Company is operating by more than thirty percent (30%);

                  (n) Changing the Company's Purpose. changing the purpose of
         the Company pursuant to Section 1.04, or changing (Including expanding
         or restricting) the Joint Venture Territory of the Company;

                  (o) Bank Accounts. the establishment of bank account(s), other
         than MNB accounts having no set-off rights in favor of MNB in its
         capacity as a Member (but it may have set-off rights as a lender) ;

                  (p) Company Policies. any adoption, ratification or
         modification of the following Company policies: (i) tax policies, (ii)
         brand standards and product line positioning (Including graphic
         standards), (iii) privacy standards for customer information, (iv) risk
         management policies (Including, an overage policy, hedging, code of
         ethics and conduct, indemnity protection, liability and other
         insurance, security and loss prevention policies and a Y2K action
         plan), and (v) policies concerning conduct of joint venture employees
         on MNB premises;

                  (q) Claims. any commencement of any claim or suit by the
         Company, any settlement of any claim or suit by or against the Company,
         or any settlement of any claim or suit against the Manager or any
         employee, officer or agent of the Company, all if the matter is in
         excess of $100,000, or any reimbursement of 






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         expenses is in excess of $100,000 in connection with any such matter,
         except for seeking injunctive relief on behalf of the Company for
         employment related matters;

                  (r) Response to Examination Reports. the initiation of any
         voluntary action resulting from a material examination report finding
         prepared by any regulatory or governmental agency (Including, the OCC,
         Federal Trade Commission, Fannie Mae, Freddie Mac, Federal Housing
         Administration, Veterans Administration, Department of Housing and
         Urban Development, and Michigan Financial Institutions Bureau) having
         jurisdiction or other authority over the Company;

                  (s) Change in Membership Interest. any change in any Member's
         Membership Interest relative to all other Members, except as otherwise
         required by Section 4.02;

                  (t) Violations of Organizational Documents or Law. any matter
         that would violate any provision of the Articles, this Agreement, the
         MLLCA, or any other material federal or state law or regulation
         (Including, the National Bank Act and its implementing regulations and
         interpretative rulings);

                  (u) Additional Capital. making additional capital
         contributions to the Company;




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                  (v) Authority to Execute Documents. any authorization to
         execute deeds, documents, transfers, contracts, agreements, bonds,
         debentures, notes, obligations, evidences of indebtedness, checks,
         drafts, bills of exchange, orders for the payment of money and other
         instruments requiring execution by the Company, with a value or dollar
         amount in excess of $100,000 or a termination penalty or similar
         provision in excess of $100,000, and not relating to mortgage notes
         transferred in the ordinary course of business;

                  (w) New Members. any addition of new Members pursuant to
         Section 2.02;

                  (x) Office Location. the location of the principal office of
         the Company outside of MNB's Community Reinvestment Act assessment
         areas;

                  (y) Appointment of Successor Accounting Firm. the appointment
        of any successor accounting firm for the Company, in the event the then
        current accounting firm resigns or is removed by the Company;

                  (z) Web site. Any link(s) between the Company's web site and
        the web site of Rock Financial Corporation ("RFC"), its parent, any
        subsidiary of RFC or its parent, MNB, its parent or any Affiliate of MNB
        or its parent, including HomeSide Lending, Inc.; and






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                  (aa) Licenses. any license grants by the Company relating to
        Company's technology, trademarks, registered marks or trade secrets and
        approval of any acquisitions by license, purchase or registration (as
        applicable) of any technology, trademarks, registered marks or trade
        secrets by the Company.

        Section 2.07 Meetings and Notice. The Members shall from time to time
agree on a meeting schedule, provided however, the Members will hold meetings
monthly for the first year of the Company. Any Member or the Manager may call a
special meeting of the Members for any proper purpose or purposes, for any
reasonable time, upon not less than ten (10) days and no more than sixty (60)
days notice to the other Member (unless the Members mutually agree on a shorter
time frame to meet). The notice shall state the date, time, place, and
purpose(s) of any meeting and the nature of the business to be transacted and
the matters, if any, upon which the Members will be requested to vote; provided
however, action may be taken on any matter to be brought before the meeting
regardless of whether set forth in the notice. Minutes will be taken at any such
meetings.

        Section 2.08 Quorum. The presence of all Members (in person, by
authorized agent or by proxy) at a meeting shall constitute a quorum for the
transaction of business.

        Section 2.09 Member to Vote in Person or by Proxy. A Member entitled to
vote at a meeting of Members, or to express consent or dissent without a
meeting, shall be entitled to vote in person or by proxy, appointed by an
instrument in writing authorizing 





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<PAGE>   18

other persons to act. A proxy shall be signed by the Member or authorized agent
or representative and shall not be valid after the expiration of 3 years from
its date unless otherwise provided. RFC represents that its chief executive
officer, and MNB represents that its chief executive officer, is entitled to
vote or designate a proxy to vote at a meeting of Members or by written consent.

        Section 2.10 Action by Written Consent. Any action required or permitted
to be taken at a meeting of Members may be taken by consent or approval without
a meeting, without prior notice and without a vote, if consents in writing,
setting forth the action so taken, are signed by all Members of the Company, and
are delivered to the Company. All such consents shall be dated within a period
of 90 days from the first date thereof to the last date.

        Section 2.11 No Authority to Commence Civil Suit. No Member shall have
the authority to commence and maintain a civil suit in the right of the Company,
and no such civil suit shall be commenced and maintained in the right of the
Company except upon the unanimous vote of the Members, to the extent required by
Section 2.06(q) or except as provided in this Agreement. The Manager shall have
the authority (i) to commence, maintain and settle any pending or threatened
arbitration, litigation or other proceeding in the right of the Company in which
the amount to be paid or received by the Company is not in excess of $100,000
(after giving effect to coverage provided by any insurance policy), and (ii) to
seek injunctive relief on behalf of the Company for employment-related matters.





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        Section 2.12 Independent Activities. Absent a Dissolution Event or a
Termination Event under Sections 9.01 and 9.02, respectively, of this Agreement,
any Member may, notwithstanding the existence of this Agreement, engage in other
activities beyond the purpose of the Company (as stated in the Articles and
Section 1.04 of this Agreement) which such Member chooses, whether the same is
competitive with the Company or otherwise, without having or incurring any
obligation to offer any interest in such activities to the Company or to any
other party to this Agreement, except as otherwise provided in the Joint Venture
Agreement.

        Section 2.13 Transactions Permitted With Members and Affiliates. The
validity of any transaction, agreement or payment involving the Company, the
Members or any Affiliate thereof, otherwise permitted by the terms of this
Agreement and the Joint Venture Agreement shall not be affected by reason of the
relationship between any Member and such Affiliate or by reason of the approval
of said transaction, agreement or payment by any Member.

        Section 2.14 Participation by Communications Equipment. A Member may
participate in a meeting of the Members by a conference telephone or by other
similar communications equipment through which all Persons participating in the
meeting may communicate with the other participants. All participants shall be
advised of the communications equipment and the names of the parties in the
conference shall be divulged to all participants. Participation in a meeting
pursuant to this section constitutes presence in-person at the meeting.






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        Section 2.15 Waiver of Notice. When any notice is required to be given
to any Member, a waiver of the notice in writing signed by the Member entitled
to the notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of the notice. A Member's attendance at or
participation in any Member meeting waives any required notice to such Member of
the meeting unless such Member, at the beginning of the meeting or upon its
arrival, objects to the meeting or the transaction of business at the meeting
and does not thereafter vote for or assent to any action taken at the meeting.

                       ARTICLE III - MANAGEMENT BY MANAGER

        Section 3.01 General Powers. The property, affairs, and business of the
Company shall be managed by the "Manager" who shall be elected by the Members.
The initial Manager is William Emerson. Except as otherwise provided in this
Agreement, the ordinary and usual decisions concerning the business and affairs
of the Company shall be made by the Manager. The Manager may exercise all the
powers of the Company, whether derived from law, the Articles or otherwise,
which are not reserved to the Members under this Agreement. The Manager need not
be and is not a Member of the Company. The Members shall have no power to engage
in the management of the Company which is delegated to the Manager.

        Section 3.02 Number and Term of Office. A Manager shall hold office for
the term elected and until a successor is elected and qualified or until death,
resignation or removal.





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        Section 3.03 Limitation of Authority of Members. Except as provided in
this Agreement, no Member has the authority or power to act for or on behalf of
the Company, to do any act which would be binding on the Company or to incur any
expenditures on behalf of the Company.

        Section 3.04 Resignation and Removal of the Manager. The Manager shall
serve at the will and pleasure of the Members, subject to the terms of any
written agreement executed by the Manager and the Company which is approved by
the holders of a majority of the Membership Interests. The Manager may resign by
delivering a written resignation to the Members upon not less than fourteen (14)
days notice, and such resignation shall be effective 14 days after receipt
thereby or at a subsequent time as set forth in the notice of resignation. The
Manager may be removed from office at any time with or without cause as provided
in Section 2.06, and the Members shall designate a successor Manager by a vote
of the Members in proportion to each Member's Membership Interest.

        Section 3.05 Discharge of Duties, Reliance on Reports. The Manager shall
discharge his or her duties as a Manager in good faith, with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances and in a manner the Manager reasonably believes to be in the best
interests of the Company and in accordance with the Articles, this Agreement and
the Joint Venture Agreement. In discharging his or her duties, a Manager may
rely on information, opinions, reports or 




                                       18
<PAGE>   22


statements, including financial statements and other financial data, if prepared
or presented by any of the following:

        (a) One or more Members, or employees of the Company whom the Manager
reasonably believes to be reliable and competent in the matter presented; and

        (b) Legal counsel, public accountants, information technology engineers,
or other Persons as to matters the Manager reasonably believes are within the
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 from such persons as to the value and amount of
the assets, liability, profits or losses of the Company or any other facts
pertinent to the existence and amount of assets from which distributions to
Members might properly be paid).

        The Manager is not entitled to rely on the information set forth in this
Section 3.05 if the Manager has knowledge concerning the matter in question that
makes reliance otherwise permitted by this provision unwarranted. To the full
extent permitted by the MLLCA or any other applicable laws presently or
hereafter in effect, no Manager of the Company shall be liable for any monetary
damages to the Company or its Members for any breach of such duties. Any repeal
or modification of this Section 3.05 shall not adversely affect any right or
protection of a Manager of the Company existing immediately before, or for or
with respect to any acts or omissions occurring before, such repeal or
modification. The Manager is not otherwise liable for any action taken as




                                       19
<PAGE>   23


a Manager or any failure to take any action if he or she performs the duties of
his or her office in compliance with this Section 3.05.

        Section 3.06 Accountable as Trustee. The Manager shall account to the
Company and hold as trustee for it any profit or benefit derived, without the
informed consent of the Members, by the Manager from any transaction connected
with the conduct or winding up of the Company or from any personal use by him or
her of its property.

        Section 3.07 Authority to Execute Documents. All deeds, documents,
transfers, contracts, agreements, bonds, debentures, notes, obligations,
evidences of indebtedness, checks, drafts, bills of exchange, orders for the
payment of money and other instruments requiring execution by the Company, with
a value or dollar amount not in excess of $100,000 or relating to mortgage notes
transferred in the ordinary course of business, shall be executed and delivered
by the Manager or any other person authorized by the Manager in accordance with
the provisions of the Articles and this Agreement. All funds of the Company not
otherwise employed shall be deposited from time to time to the credit of the
Company in such financial institutions and shall be endorsed, assigned and
delivered as designated by the Manager or any other person authorized by the
Manager in accordance with the terms of this Agreement.

        Section 3.08 Officers. The Company may have one or more officers who may
have particular titles and who shall be elected or appointed by the Manager. Two
or more offices may be held by the same person and the assignment of such
offices shall confer upon those officers the same authority and duties as
authorized or directed by 





                                       20
<PAGE>   24


the Manager. An officer shall hold office for the term for which elected or
appointed and until a successor is elected or appointed and qualified, or until
death, resignation or removal by the Manager. The officers shall serve at the
will and pleasure of the Manager, subject to the terms of any written agreement
executed by the officer and the Company.

        Section 3.09 Removal, Resignation or Replacement of Officers. An officer
elected or appointed by the Manager may be removed by the Manager with or
without cause. The removal of an officer shall be without prejudice to his or
her contract rights, if any. The election or appointment of an officer does not
of itself create contract rights. An officer may resign by written notice to the
Company, which resignation is effective upon its receipt by the Company or at a
subsequent time specified in the notice of resignation which the Manager deems
acceptable. Vacancies in any office may be filled by the Manager.

        Section 3.10 Conflict-of-Interest. Any transaction between the Manager
and the Company in which the Manager has a conflict of interests, other than
transactions related to the Manager's compensation or benefits, shall be
authorized or ratified by an unanimous vote of all Members. The Manager shall
disclose all material facts regarding the transaction and the Manager's interest
in the transaction before the Members vote on that transaction.





                                       21
<PAGE>   25

                       ARTICLE IV - CAPITAL CONTRIBUTIONS

        Section 4.01 Initial Contributions; Membership Interest. The Members
shall make the capital contributions to the Company on or before the Closing
Date in the aggregate amount set forth on the execution page of this Agreement.
Such contributions shall be paid:

                (i) within ten (10) days after receiving a notice from the
         Manager, which may be given by the Manager at any time and from time to
         time between the date of this Agreement and the Closing Date, stating
         the aggregate amount of the required capital contribution; provided
         that each Member shall only be required to contribute its portion of
         such aggregate amount (based on its Membership Interest); and provided
         further, that a Member's aggregate contributions under this clause
         shall not exceed the amount of the initial capital contribution of such
         Member set forth on the execution page of this Agreement; and

                (ii) on or before the Closing Date, the difference between the
         aggregate contributions made by such Member pursuant to the previous
         clause and the amount of the initial capital contribution of such
         Member set forth on the execution page of this Agreement.

The contributions will be in the form of cash. Each Member's percentage interest
in the Company (the Member's "Membership Interest", as may be adjusted from time
to time pursuant to the specific provisions of this Agreement, including Section
4.02) is set forth 





                                       22
<PAGE>   26


on the execution page of this Agreement. The Membership Interest of each Member
shall not change, except as specifically permitted in this Agreement. No
interest shall accrue on any capital contribution or balance in a capital
account, and no Member shall have any right to withdraw or to be repaid any
capital contribution or balance in a capital account, except as provided in this
Agreement.

        Section 4.02 Additional Contributions. No Member shall be required or
allowed to advance or contribute any additional funds to the Company, except
upon an unanimous vote of the Members. In the event of an unanimous vote, all
Members shall be notified of the date on which the additional capital
contributions shall be made, which date shall be at least twenty (20) days after
the notice. Each Member shall contribute a percentage of the additional funds
which is equal to that Member's Membership Interest in the Company unless the
Members unanimously agree otherwise. If the Members unanimously agree to
contribute a percentage of the additional funds which is not equal to a Member's
Membership Interest in the Company, each Member's Membership Interest shall be
adjusted to equal the aggregate amount of such Member's capital account after
such contributions, divided by the aggregate amount of all Members' capital
accounts after such contributions. At no time will the Membership Interest of
the Member, who is a national banking association, exceed five percent (5%) of
its capital.

        Section 4.03 Failure to Make Additional Contribution. Should any Member
decline to pay to the Company the amount of any additional capital contribution
unanimously agreed to by all Members, within the time so specified, the
remaining Member shall have the option of advancing the additional
contributions. Upon the failure by a Member 




                                       23
<PAGE>   27



to make the full amount of such additional capital contribution, the Membership
Interests of the Members shall be reallocated so that the noncontributing
Member's percentage interest in the Company shall be reduced as provided herein
to reflect the failure to make the required capital contribution, and the Member
making such contributions shall be allocated a percentage interest in the
Company to equitably reflect such contribution. No commitment or other
obligation to make an initial or additional contribution may be enforced by a
creditor of the Company, unless the Members expressly consent in writing to such
enforcement.

        Section 4.04 Contribution Returns. A Member is not entitled to the
return of any part of the Member's capital contributions, except as otherwise
expressly required by this Agreement. An unrepaid capital contribution is not a
liability of the Company or of any Member. A Member is not required to
contribute or to lend any cash or property to the Company to enable it to return
any Member's capital contribution.

        Section 4.05 Loans by Members. Should the Company lack sufficient cash
to pay its obligations, any Member that may agree to do so may advance (as in
all respects an arm's length transaction) all or part of the needed funds to or
on behalf of the Company, subject to unanimous approval of the Members for loans
from a Member to the Company aggregating more than $250,000 at any one time
outstanding. An advance described in this section constitutes a loan from the
Member to the Company, bears interest at the interest rate agreed to by the
Company and the lending Member from the date of the advance until the date of
repayment, is not a capital contribution, and does not change any Member's
Membership Interest in the Company. Any loan by RFC, as 




                                       24
<PAGE>   28

a Member, shall be subordinated in all respects to that certain Mortgage
Warehousing Line of Credit and Security Agreement for as long as such obligation
has indebtedness outstanding, and, if requested by MNB, RFC shall sign a
mutually acceptable subordination agreement to effect such purpose.

        Section 4.06 [RESERVED].

        Section 4.07 Capital Accounts. A capital account shall be maintained for
each Member in accordance with the Treasury Regulations under Section 704(b) of
the Internal Revenue Code of 1986, as amended (the "Code").

        Section 4.08 Personal Property. A Member's interest in the Company shall
be personal property for all purposes. All property now or hereafter owned by
the Company shall be deemed owned by the Company as an entity, and no Member,
individually, shall have any ownership interest in such property.
Notwithstanding any other provision hereof or of any governing law, no Member
shall have the right of partition with respect to any property of the Company
during the term hereof, nor shall any Member make application to any court or
authority having jurisdiction in the matter, or otherwise commence or prosecute
any action or proceeding for partition or the sale thereof. Upon any breach of
the provisions of this Agreement, the Company and the other Member not seeking
partition or sale, in addition to any rights or remedies which they may have at
law or in equity, shall be entitled to a decree or order restraining and
enjoining any such application, action or proceeding.





                                       25
<PAGE>   29

                    ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

        Section 5.01 Allocations.

                  (a) Except as may be required by Section 704(c) of the Code
         and Treasury Regulation Section 1.704-1(b)(2)(iv)(f)(4), the Company's
         Profits, Losses, and other items of income, gain, loss, deduction, and
         credit shall be allocated between the Members in accordance with their
         Membership Interests.

                  (b) For the purpose of this Agreement, the term "Profits" and
         "Losses" mean, respectively, for each taxable year of the Company or
         other period, the Company's taxable income or loss for such taxable
         year or other period, determined in accordance with Section 703(a) of
         the Code (for this purpose, all items of income, gain, loss, or
         deduction required to be stated separately pursuant to Section
         703(a)(1) of the Code shall be included in taxable income or loss),
         except that any income of the Company that is exempt from federal
         income tax and not otherwise taken into account in computing Profits or
         Losses shall be added to such taxable income or loss and such taxable
         income or loss shall be decreased by expenditures that are neither
         deductible nor otherwise result in a charge to a Member's capital
         account.

        Section 5.02 Distributions. Except as otherwise provided in this
Agreement, the Members shall determine quarterly by mutual agreement whether to
make distributions to the Members. The amount of such distributions shall be
determined by the 




                                       26
<PAGE>   30


unanimous vote of the Members. Distributions shall be in cash. All distributions
shall be in accordance with each Member's respective Membership Interest. No
distribution, Including any distribution pursuant to Section 5.03, shall be
declared or made if, after giving it effect: (a) the Company would not be able
to pay its debts as they become due in the usual course of business or (b) the
Company's total assets would be less than the sum of its total liabilities.

        Section 5.03 Minimum Income Distributions.

                  (a) Year-End Distribution. The Company will distribute to the
         Members, in proportion to their Membership Interests, within 90 days
         after the end of each taxable year of the Company for which it is taxed
         under the provisions of Subchapter K of chapter I of subtitle A of the
         Code (the "Year End Distribution"), an amount equal to the Federal Tax
         Amount (as defined in the next sentence) for the prior taxable year. As
         used in this Agreement, the "Federal Tax Amount" will be equal to the
         product of (a) the Company's Profits (excluding tax exempt income and
         non-deductible expenditures) ("Taxable Income") for the taxable year,
         multiplied by (b) the highest marginal federal corporate income tax
         rate then in effect under the Code, minus (i) tax credits allocable to,
         and usable by, the Members, and (ii) all quarterly distributions made
         to the Members for the taxable year of the Company and other tax
         distributions made to the Members with respect to the taxable year.




                                       27
<PAGE>   31

                  (b) Quarterly Distributions. The Company will make
         distributions to its Members in proportion to their Membership
         Interests during each taxable year of the Company for which it is taxed
         under the provisions of Subchapter K of chapter I of subtitle A of the
         Code in such amounts and at such times so that each Member will be able
         to make timely estimated federal income tax payments attributable to
         the portion of the Company's Taxable Income allocated to such Member
         pursuant to the Code; provided, however, that each periodic
         distribution (i) will not exceed the Federal Tax Amount, calculated as
         though the Taxable Income were equal to the Company's estimated Taxable
         Income from the beginning of the Company's taxable year through the
         date of such periodic distribution, less prior distributions for taxes
         with respect to such taxable year of the Company, and (ii) will not
         violate any applicable law of the State of Michigan governing the
         payment of distributions to members.

                  (c) Distribution Adjustments. If after distribution (or
         determination, in the event there is no distribution) of the Year End
         Distribution amount, the Company determines (or accepts a determination
         of the Internal Revenue Service) that the yearly Taxable Income for a
         taxable year of the Company exceeds the amount upon which the Year End
         Distribution was based, the Company will, within 30 days, distribute to
         the Members in proportion to their Membership Interests, the amount by
         which the Federal Tax Amount, determined with regard to such adjusted
         yearly Taxable Income, exceeds the amount previously distributed as the
         Federal Tax Amount for such taxable year (the "Redetermination
         Amount"). The Members will not be required to return




                                       28
<PAGE>   32


         distributions under this Section 5.03 if, after distribution of the
         Year End Distribution Amount, the Company determines that the yearly
         Taxable Income of the Company is less than the amount upon which the
         Year End Distribution was based.

            ARTICLE VI - WITHDRAWAL; TRANSFER OF MEMBERSHIP INTEREST

         Section 6.01 Withdrawal of Member. A Member does not have the right or
power to voluntarily withdraw from the Company as a Member. Any such voluntary
withdrawal shall be in violation of this Agreement and the withdrawing Member
shall not be entitled to receive any distribution pursuant to Section 305 of the
MLLCA. A "voluntary withdrawal" shall mean a Member's dissociation from the
Company by any means other than the expulsion, bankruptcy or dissolution of the
Member, a Dissolution Event under Section 9.01 (except for the portion of
Section 9.01(c) referring to this Section 6.01), or a Termination Event under
Section 9.02. The non-withdrawing Member shall be entitled to any remedies at
law or in equity and as provided for in this Agreement, provided however,
punitive damages shall not be recoverable, and provided further, however, that
if the non-withdrawing Member elects to dissolve the Company pursuant to Section
9.01(c)(i), its remedies shall be as provided in Section 9.01(c).

         Section 6.02 Bankrupt Members. Subject to the other provisions of this
Agreement, if any Member becomes a Bankrupt Member (as defined below), the
Company shall have the option, exercisable by notice from the Company to the
Bankrupt Member at any time prior to the 180th day after receipt of notice of
the 






                                       29
<PAGE>   33


occurrence of the event causing it to become a Bankrupt Member, to buy and
on the exercise of this option the Bankrupt Member shall sell the Membership
Interest of the Bankrupt Member. The purchase price shall be an amount equal to
the fair market value of the Membership Interest determined by agreement of the
Bankrupt Member and the Company; however, if the Company and the Bankrupt Member
do not agree on the fair market value on or before the 30th day after the
exercise of the option, by notice to the other, this will require the
determination of fair market value to be made by an independent appraiser whose
determination shall be final and binding upon all parties. The Company shall pay
the fair market value of the Membership Interest as so determined as agreed by
the Members, or, in the absence of an agreement by the Members, in four (4)
equal cash installments, the first due on closing and the remainder due, with
interest on the unpaid balance, on each of the first three anniversaries
thereof, which payment shall be in complete liquidation and satisfaction of all
the rights and interests of the Bankrupt Member (and of all persons claiming by,
through or under the Bankrupt Member) and constitutes a compromise to which all
Members have agreed pursuant to the MLLCA. As used herein a "Bankrupt Member"
shall mean a Member who (i) has been declared bankrupt through the issuance of
an order of relief, (ii) has filed a petition in bankruptcy or for
reorganization, or to effect a plan or other arrangement with creditors; or
(iii) has any bankruptcy petition filed against such Member unless discharged
within ninety (90) days; or (iv) has filed an answer to a creditor's petition
(admitting the material allocations thereof) in bankruptcy or for reorganization
or to affect a plan or other arrangement of creditors; or (v) has applied to
have a receiver, trustee or custodian appointed with respect to any of the
Member's assets.






                                       30
<PAGE>   34

         Section 6.03 Transferability of Membership Interest. Except as
specifically permitted in this Agreement, no Member shall sell or otherwise
transfer any portion of the Member's Membership Interest in the Company in any
manner, voluntarily or involuntarily, including without limitation, by sale,
gift, granting an option to purchase, bequest, descent, device or operation of
law, or any other disposition. Any attempted voluntary or involuntary
disposition by a Member or a creditor of a Member, of an interest or right, or
any part thereof, in or in respect of the Company other than in accordance with
this Section 6.03 shall be null and void, and shall be considered a violation of
this Agreement and a Dissolution Event to the extent provided under Section 9.01
of this Agreement.

         Section 6.04 Expulsion of Member. Any Member who is convicted of a
felony, found by a court of competent jurisdiction to have committed fraud,
embezzlement, or other misappropriation of funds, shall be in violation of this
Agreement and shall be expelled from the Company. In such event, all rights of
the Member, including without limitation, voting rights and the right to receive
reports and review Company books and records, shall immediately terminate and
the expelled Member shall become an economic interest owner (owner of the right
to receive allocations of the Company's profits, losses and distributions of the
Company's assets pursuant to this Agreement and the MLLCA but no other rights as
a Member) until the Company is liquidated following such Dissolution Event in
Section 9.01 of this Agreement.






                                       31
<PAGE>   35


         Section 6.05 Effectiveness of Transfer. No transfer of any Membership
Interest which is in violation of this Agreement shall be valid or effective and
the Company shall not recognize the same for the purposes of making
distributions or allocations with respect to the Membership Interest. The
Company may enforce the provisions of this Agreement, either directly or
indirectly, or through its agents by entering an appropriate stop-transfer order
on its books or otherwise refusing to register or transfer or permit the
registration or transfer on its books of any proposed assignment not in
accordance with this Agreement.

            ARTICLE VII - LIMITATION OF LIABILITY AND INDEMNIFICATION

         Section 7.01 Limitation of Personal Liability. Unless otherwise
provided by law or in this Agreement, or expressly assumed in a writing by a
Member or a Manager, a person who is a Member or Manager shall not be liable for
the acts, debts or liabilities of the Company. The doing of any act or the
failure to do any act by any or all of the Members which is not contrary to any
provision of this Agreement or the MLLCA, the effect of which may cause or
result in loss or damage to the Company, if done in good faith to promote the
best interests of the Company, shall not subject the Members or the Manager to
any liability. The failure of the Company, Member or the Manager to observe any
formalities or requirements relating to the exercise of powers or management of
the Company's business or affairs under this Agreement, the Articles, the MLLCA,
or otherwise, shall not be grounds for imposing personal liability on the
Members or the Manager for liabilities of the Company. Any repeal, amendment or
other modification of this Section 7.01 shall not adversely affect any right or
protection 







                                       32
<PAGE>   36

of a Member or the Manager of the Company existing at the time of such repeal,
amendment or other modification. If the MLLCA is amended, after this Agreement
becomes effective, to authorize action further eliminating or limiting personal
liability of a Member or the Manager, then the liability of a Member or the
Manager shall be eliminated or limited to the fullest extent permitted by the
MLLCA, as so amended and shall so amend this Section 7.01.

         Section 7.02 Indemnification. The Company, to the extent authorized by
the MLLCA , shall indemnify a Member (Including the "Tax Matters Member", as
defined below), the Manager, or an officer, and may indemnify an employee or an
agent, who was or is a party or is threatened to be made a party to a
threatened, pending or a completed action, suit, or proceeding (whether civil,
criminal, administrative, or investigative and whether formal or informal),
including an action by or in the right of the Company, by reason of the fact
that he or she is or was a Member, the Manager, an officer, an employee or an
agent of the Company, or is or was serving at the request of the Company as a
director, member, manager, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, limited liability company,
joint venture, trust, or other enterprise, whether for profit or not, against
expenses, including attorneys' fees, judgments, penalties, fines, and amounts
paid in settlement actually, and reasonably incurred by him or her in connection
with the action, suit, or proceeding. The Company shall indemnify such Member,
Manager, or officer, and may indemnify such employee or an agent if the person
acted in good faith, with the care an ordinarily prudent person in a like
position would exercise under similar circumstances, and in a manner that the
Person reasonably believed to be in the best interests of the





                                       33
<PAGE>   37


Company. With respect to a criminal proceeding or action, the Person must have
had no reasonable cause to believe such Person's conduct was unlawful.

         The Company shall pay or reimburse the reasonable expenses incurred in
advance of final disposition of the proceeding, to the extent authorized by the
Manager to the extent of his authority, if he is not a party to or threatened to
be made a party to the action, suit or proceeding, otherwise by an unanimous
vote of the Members. However, no indemnification shall be provided under this
section to any Person of the Company for or in connection with the receipt of a
financial benefit to which the Person is not entitled or a knowing violation of
law or for liability under Section 308 of the MLLCA.

         Section 7.03 Liability Insurance. The Company shall have the power to
purchase and maintain insurance on behalf of any Person who is or was a Member,
the Manager, an officer, an employee, independent contractor, or an agent of the
Company, or is or was serving at the request of the Company as a director,
member, manager, officer, partner, trustee, employee or an agent of another
corporation, partnership, joint venture, trust, or other enterprise, against any
liability or expense asserted against such Person or incurred by such Person in
any such capacity or arising out of such Person's status as such, whether or not
the Company would have the power to indemnify such Person against such liability
under the provisions of the MLLCA.






                                       34
<PAGE>   38


              ARTICLE VIII - TAXES, TAX ALLOCATIONS AND ACCOUNTING

         Section 8.01 Tax Returns. The "Tax Matters Member" (as defined below)
shall cause to be prepared and filed all necessary federal and state income tax
returns for the Company, including making the elections described in Section
8.02. Each Member shall provide the Tax Matters Member with all pertinent
information in its possession relating to Company operations that is necessary
for the Company to prepare and file its income tax returns.

         Section 8.02 Tax Elections. The Company shall make the following
elections on the appropriate tax returns:

                  (a)      to adopt the calendar year as the Company's taxable
                           year, unless the Code provides otherwise;

                  (b)      to adopt the accrual method of accounting for tax
                           purposes, and to keep the Company books and records
                           on the accrual method;

                  (c)      if a distribution of Company property as described in
                           Section 734 of the Code occurs, to elect, pursuant to
                           Section 754 of the Code, to adjust the basis of
                           properties of the Company;






                                       35
<PAGE>   39

                  (d)      to amortize the organizational and start-up
                           expenditures of the Company under Section 195 of the
                           Code ratably over a period of sixty (60) months as
                           permitted by Section 709(b) of the Code; and

                  (e)      any other election the Tax Matters Member may deem
                           appropriate and in the best interest of the Members,
                           which are allowed under the Code or the tax laws of
                           any state or other jurisdiction having taxing
                           jurisdiction over the Company.

         Neither the Company nor the Manager or any Member may make an election
for the Company to be excluded from the application of the provisions of
Subchapter K of chapter I of subtitle A of the Code or any similar provisions of
applicable state law, and no provision of this Agreement shall be construed to
sanction or approve an election.

         The provisions of this Agreement as they relate to the maintenance of
capital accounts are intended, and shall be construed, and, if necessary,
modified to comply with Treasury Regulations promulgated under Section 704(b) of
the Code. This Agreement shall not be construed as creating a deficit
restoration obligation or otherwise personally obligate any Member to make a
capital contribution in excess of the initial contribution.

         Section 8.03 Tax Matters Member. RFC shall be designated as the "Tax
Matters Member" of the Company pursuant to Section 6231(a)(7) of the Code; and
shall take such action as may be necessary to cause each other Member to become
a "notice 




                                       36
<PAGE>   40


member" within the meaning of Section 6223 of the Code; and shall inform each
other Member of all significant matters that may come to its attention in its
capacity as a Tax Matters Member and shall forward to each other Member copies
of all significant written communications it may receive in that capacity.

         Section 8.04 Indemnification of Tax Matters Member. The Company shall
defend, indemnify and hold harmless the Tax Matters Member for all expenses
Including legal and accounting fees, claims, liabilities, losses and damages
incurred in connection with the performance of such Member as Tax Matters
Member. Neither the Members or the Manager, nor any other Person or Affiliate of
the Company shall have any obligation to provide funds for such purpose.

         Section 8.05 Allocations of Net Profits and Net Losses from Operations.
Except as may be required by Section 704 of the Code net profits, net losses,
and other items of income, gain, loss, deduction and credit shall be apportioned
among the Members in proportion to their Membership Interest.

         Section 8.06 Accounting, Reports, Audit and Other Information.
Unaudited Financial Statements (which need not include cash flow statements) and
reports concerning the capital accounts of the Members shall be prepared at
least monthly in the form mutually agreed upon by the Members and delivered to
the Members by the Manager at the time delivered to RFC, but no later than five
(5) Business Days following the previous month end. Within ninety (90) days
after the close of the Company's fiscal year, and within forty-five (45) days
after the close of the Company's first three fiscal 




                                       37
<PAGE>   41



quarters each year, Financial Statements and a statement of each Member's share
of profits and other items of income, gain, loss, deduction and credit, relating
to the prior fiscal year or quarter, as the case may be, shall be prepared in
accordance with generally accepted accounting principles, consistently applied,
unless otherwise provided herein, and delivered to the Members by the Manager.
Annual audited Financial Statements are required, and the Company shall employ
an independent certified public accountant to prepare the annual audited
Financial Statements. Each Member shall have the right to interview the
accountant and obtain the accountant's work papers in connection with any audit.
The initial accountant for the Company shall be KPMG Peat Marwick LLP. The
initial accountant and subsequent accountants for the Company may be the
accountant for one or more Members without waiving any accountant-client
privilege and may continue to act as an accountant for one or more of the
Members. Each Member shall have the right at its own expense to conduct an audit
of the Company upon reasonable notice to the Manager.

         Section 8.07 Banking and Accounts. All funds of the Company not
otherwise required in the ordinary operation of its business shall be deposited
in a separate bank account or accounts as shall be determined by the Manager.
All withdrawals therefrom shall be made upon checks signed by the Manager or by
any person authorized to do so by the Manager or by Member resolution. The
Company shall maintain its principal operating accounts at MNB if the accounts
have no set-off rights in favor of MNB as a Member (but it may have set-off
rights as a lender).





                                       38
<PAGE>   42

             ARTICLE IX - DISSOLUTION, LIQUIDATION, AND TERMINATION

         Section 9.01 Dissolution. The Company is dissolved and its affairs
shall be wound up upon the first occurrence of any of the following each of
which shall be considered a "Dissolution Event":

                  (a)      upon the happening of any events specified in this
                           Agreement that is a "Termination Event" (as defined
                           in Section 9.02 of this Agreement), following the
                           expiration of any designated cure period(s) or
                           waiting period (if applicable);

                  (b)      upon the unanimous consent of the Members to
                           voluntarily dissolve the Company;

                  (c)      the following, if an option to dissolve is exercised,
                           shall each be considered a Dissolution Event:

                           (i)      after the attempted withdrawal of a Member
                                    in violation of Section 6.01 of this
                                    Agreement, but only if the non-withdrawing
                                    Member so elects and makes, and gives notice
                                    of, such election within 90 days after it
                                    becomes aware of the attempted withdrawal in
                                    violation of Section 6.01, such dissolution
                                    to be effective at the time the
                                    non-withdrawing Member gives notice to the
                                    other Member of such election;




                                       39
<PAGE>   43
                                    
                           (ii)     after the expulsion or dissolution of a
                                    Member, but only if the non-expelled or
                                    non-dissolved Member so elects and makes,
                                    and gives notice of, such election within 90
                                    days after it becomes aware of such
                                    expulsion in violation of Section 6.04 or
                                    dissolution, such dissolution to be
                                    effective at the time the non-expelled or
                                    non-dissolved Member gives notice to the
                                    other Member of such election;

                           (iii)    after a Bankrupt Member event under Section
                                    6.02, but only if the Company does not elect
                                    to purchase the Bankrupt Member's Membership
                                    Interest and the non-Bankrupt Member so
                                    elects and makes, and gives notice of, such
                                    election within 90 days after it becomes
                                    aware of such Bankrupt Member event under
                                    Section 6.02, such dissolution to be
                                    effective at the time the non-Bankrupt
                                    Member gives notice to the other Member of
                                    such election; or

                           (iv)     after any attempted transfer of a Member's
                                    Membership Interest in violation of Section
                                    6.03, but only if the non-transferring
                                    Member so elects and makes, and gives notice
                                    of, such election within 90 days after it
                                    becomes aware of such attempted transfer in
                                    violation of Section 6.03, such 




                                       40
<PAGE>   44



                                    dissolution to be effective at the time the
                                    non-transferring Member gives notice to the
                                    other Member of such election.

                           If a Member exercises its option to dissolve the
                           Company pursuant to this Section 9.01(c) at any time
                           during the first five years after the date of this
                           Agreement, the other Member shall pay the greater of
                           (i) the "Break-Up Fee" (as defined in Section
                           9.02(a), except that it shall be calculated based on
                           the Membership Interest of the Member electing to
                           dissolve the Company), or (ii) the dissolving
                           Member's actual damages resulting from such
                           dissolution, to the dissolving Member on or before
                           the date such dissolution and winding up is complete,
                           provided however, punitive damages shall not be
                           recoverable;

                  (d)      the following, if an option to dissolve is exercised,
                           shall be considered a Dissolution Event: after a
                           Member's failure to make the full amount of an
                           additional capital contribution which was unanimously
                           agreed to by the Members, but only if the
                           contributing Member does not elect to make the
                           non-contributing Member's additional capital
                           contribution and the contributing Member does elect
                           to dissolve the Company and wind up its affairs and
                           gives notice of such election within 90 days after
                           its becomes aware of the failure of the other Member
                           to make the required contribution, such dissolution
                           to be effective at the time the contributing Member




                                       41
<PAGE>   45


                           gives notice to the other Member of such election. If
                           the contributing Member exercises its option to
                           dissolve the Company pursuant to this Section 9.01(d)
                           at any time during the first five years after the
                           date of this Agreement, the other Member shall pay
                           the greater of (i) the "Break-Up Fee" (as defined in
                           Section 9.02(a), except that it shall be calculated
                           based on the Membership Interest of the Member
                           electing to dissolve the Company), or (ii) the
                           dissolving Member's actual damages resulting from
                           such dissolution, to the dissolving Member on or
                           before the date such dissolution and winding up is
                           complete; provided however, punitive damages shall
                           not be recoverable; and 

                  (e)      upon the entry of a decree of judicial dissolution.

         Section 9.02 Termination Events. The following, if any option to
terminate is exercised, shall each be considered a "Termination Event" under
this Agreement:

                  (a)      If MNB or its parent-Michigan National Corporation
                           ("MNC") (or any direct or indirect subsidiary of MNB
                           or its parent -MNC whether now or hereafter created
                           or in existence) owns or obtains a Controlling
                           interest (through an acquisition, consolidation,
                           merger, other business combination, business
                           arrangement or de novo event) in a business which
                           originates, services and/or sells residential
                           mortgage loans substantially similar to any of the
                           Mortgage Loans 





                                       42
<PAGE>   46

                           originated by the Company for its Joint Venture
                           Business, that, at such time or at any time
                           thereafter, competes or plans to compete in any of
                           the same or substantially the same market territory
                           as the Joint Venture Territory, then MNB and RFC
                           shall each have the option to terminate this
                           Agreement effective at the time stated in a prior
                           written notice of such termination given to the other
                           Member (but not less than 120 days after such notice
                           is given); provided, the Member exercising its
                           termination rights gives the other Member notice of
                           termination within ninety (90) days after it has
                           notice that such ownership, acquisition,
                           consolidation, merger, other business combination or
                           business arrangement or de novo event has become
                           effective; and further provided, that if MNB
                           exercises this option to terminate this Agreement by
                           providing the notice of termination, and such notice
                           is provided during the first five years after the
                           date of this Agreement, then MNB shall pay the
                           "Break-Up Fee" (as defined below) to RFC on or before
                           the date such termination becomes effective;

                           The "Break-Up Fee" means the Membership Interest of
                           the non-terminating party multiplied by the greater
                           of (i) $5,000,000, or (ii) two times the pre-tax
                           earnings of the Company for the 12 months ending at
                           the end of the calendar month immediately preceding
                           (i) the date of the event triggering the right to
                           terminate this Agreement or dissolve the Company, or
                           (ii) the date of entering into 




                                       43
<PAGE>   47

                           the agreement, if any, relating to the event
                           triggering the right to terminate this Agreement or
                           dissolve the Company, if it produces a higher
                           12-months pre-tax earnings of the Company.

                  (b)      If MNB or its parent- MNC (or any direct or indirect
                           subsidiary of MNB or its parent-MNC whether now or
                           hereafter created or in existence) is acquired,
                           consolidated with an unaffiliated company, merged
                           with an unaffiliated company or otherwise combined
                           with an unaffiliated company and the acquirer owns or
                           obtains a Controlling interest in the acquired entity
                           and the acquirer owns or is in the business of
                           originating, servicing and/or selling residential
                           mortgage loans substantially similar to any of the
                           Mortgage Loans originated by the Company for its
                           Joint Venture Business, that, at such time or at any
                           time thereafter, competes or plans to compete in any
                           of the same or substantially the same market
                           territory as the Joint Venture Territory, then MNB
                           and RFC shall each have the option to terminate this
                           Agreement effective at the time stated in a prior
                           written notice of such termination given to the other
                           Member (but not less than 120 days after such notice
                           is given); provided, the Member exercising its
                           termination rights gives the other Member notice of
                           termination within ninety (90) days after it has
                           notice that such acquisition, consolidation, merger
                           or other business combination has become effective;
                           and further provided, that if MNB exercises this
                           option to terminate this Agreement by providing




                                       44
<PAGE>   48

                           the notice of termination, and such notice is
                           provided during the first five years after the date
                           of this Agreement, then MNB shall pay the "Break-Up
                           Fee" (as defined in Section 9.02(a)) to RFC on or
                           before the date such termination becomes effective;

                  (c)      If National Australia Bank ("NAB") (its parent, or
                           any direct or indirect subsidiary of NAB or its
                           parent whether now or hereafter created or in
                           existence; provided HomeSide Lending, Inc. ("HSL")
                           shall be excluded for purposes of this Section
                           9.02(c); provided, however, HSL shall be included for
                           purposes of this Section 9.02(c) in the event HSL at
                           any time after the execution date of this Agreement
                           or at any time thereafter substantially competes, in
                           any of the same or substantially the same market
                           territory as the Joint Venture Territory, in the
                           retail origination (other than brokered transactions
                           or purchasing or obtaining assignments of mortgage
                           loans from mortgage brokers or correspondent lenders)
                           of residential mortgage loans substantially similar
                           to any of the Mortgage Loans originated by the
                           Company for its Joint Venture Business) owns or
                           obtains a Controlling interest (through an
                           acquisition, consolidation, merger, other business
                           combination, business arrangement or de novo event)
                           in a business which originates, services and/or sells
                           residential mortgage loans substantially similar to
                           any of the Mortgage Loans originated by the Company
                           for its Joint Venture Business, that, at such time or
                           at any



                                       45
<PAGE>   49


                           time thereafter, competes or plans to compete in any
                           of the same or substantially the same market
                           territory as the Joint Venture Territory, then MNB
                           and RFC shall each have the option to terminate this
                           Agreement effective at the time stated in a prior
                           written notice of such termination given to the other
                           Member (but not less than 120 days after such notice
                           is given); provided, the Member exercising its
                           termination rights gives the other Member notice of
                           termination within ninety (90) days after it has
                           notice that such ownership, acquisition,
                           consolidation, merger, other business combination or
                           business arrangement or de novo event has become
                           effective; and further provided, that if MNB
                           exercises this option to terminate this Agreement by
                           providing the notice of termination, and such notice
                           is provided during the first five years after the
                           date of this Agreement, then MNB shall pay the
                           "Break-Up Fee" (as defined in Section 9.02(a)) to RFC
                           on or before the date such termination becomes
                           effective;

                  (d)      If NAB or its parent is acquired, consolidated with
                           an unaffiliated company, merged with an unaffiliated
                           company or otherwise combined with an unaffiliated
                           company and the acquirer owns or obtains a
                           Controlling interest in the acquired entity and the
                           acquirer owns or is in the business of originating,
                           servicing and/or selling residential mortgage loans
                           substantially similar to any of the Mortgage Loans
                           originated by the Company for its Joint Venture
                           



                                       46
<PAGE>   50


                           Business, that, at such time or at any time
                           thereafter, competes or plans to compete in any of
                           the same or substantially the same market territory
                           as the Joint Venture Territory, then MNB and RFC
                           shall each have the option to terminate this
                           Agreement effective at the time stated in a prior
                           written notice of such termination given to the other
                           Member (but not less than 120 days after such notice
                           is given); provided, the Member exercising its
                           termination rights gives the other Member notice of
                           termination within ninety (90) days after it has
                           notice that such acquisition, consolidation, merger
                           or other business combination has become effective;
                           and further provided, that if MNB exercises this
                           option to terminate this Agreement by providing the
                           notice of termination, and such notice is provided
                           during the first five years after the date of this
                           Agreement, then MNB shall pay the "Break-Up Fee" (as
                           defined in Section 9.02(a)) to RFC on or before the
                           date such termination becomes effective;

                  (e)      If RFC or its parent (or any direct or indirect
                           subsidiary of RFC or its parent, whether now or
                           hereafter created or in existence) is acquired,
                           consolidated with an unaffiliated company, merged
                           with an unaffiliated company or otherwise combined
                           with an unaffiliated company and the acquirer owns or
                           obtains a Controlling interest in the acquired entity
                           and the acquirer is a Financial Services Provider
                           marketing any one or more Financial Products or
                           Services, that, at such time or at any time
                           thereafter, (i) competes or plans to 




                                       47
<PAGE>   51


                           compete in any of the same or substantially the same
                           market territory as the Joint Venture Territory and
                           (ii) has assets in excess of 20% of MNB's assets
                           (whether through internal growth, branch
                           acquisitions, acquisitions of any Financial Services
                           Provider, strategic alliances or otherwise), then MNB
                           and RFC shall each have the option to terminate this
                           Agreement effective at the time stated in a prior
                           written notice of such termination given to the other
                           Member (but not less than 120 days after such notice
                           is given); provided, the Member exercising its
                           termination rights gives the other Member notice of
                           termination within ninety (90) days after it has
                           notice that such acquisition, consolidation, merger
                           or other business combination has become effective;
                           and further provided, that if RFC exercises this
                           option to terminate this Agreement by providing the
                           notice of termination, and such notice is provided
                           during the first five years after the date of this
                           Agreement, then RFC shall pay the "Break-Up Fee" (as
                           defined in Section 9.02(a)) to MNB on or before the
                           date such termination becomes effective;

                  (f)      If RFC or its parent (or any direct or indirect
                           subsidiary of RFC or its parent whether now or
                           hereafter created or in existence) owns or obtains a
                           Controlling interest (through an acquisition,
                           consolidation, merger, other business combination or
                           business arrangement or de novo event) in a Financial
                           Services Provider marketing any one or more Financial
                           Products or Services, that, at such time or at any




                                       48
<PAGE>   52


                           time thereafter, (i) competes or plans to compete in
                           any of the same or substantially the same market
                           territory as the Joint Venture Territory and (ii) has
                           assets in excess of 20% of MNB's assets (whether
                           through internal growth, branch acquisitions,
                           acquisitions of any Financial Services Provider,
                           strategic alliances or otherwise), then MNB and RFC
                           shall each have the option to terminate this
                           Agreement effective at the time stated in a prior
                           written notice of such termination given to the other
                           Member (but not less than 120 days after such notice
                           is given); provided, the Member exercising its
                           termination rights gives the other Member notice of
                           termination within ninety (90) days after it has
                           notice that such ownership, acquisition,
                           consolidation, merger, other business combination or
                           business arrangement or de novo event has become
                           effective; and further provided, that if RFC
                           exercises this option to terminate this Agreement by
                           providing the notice of termination, and such notice
                           is provided during the first five years after the
                           date of this Agreement, then RFC shall pay the
                           "Break-Up Fee" (as defined in Section 9.02(a)) to MNB
                           on or before the date such termination becomes
                           effective;

                  (g)      If RFC or any parent of RFC or any direct or indirect
                           subsidiary of RFC or its parent sells, assigns,
                           transfers or otherwise disposes of key assets
                           essential to the operation of the Joint Venture
                           Business and this event (i) materially and adversely
                           affects RFC's 





                                       49
<PAGE>   53


                           performance under any one or more Ancillary
                           Agreements to which it is a party, and (ii)
                           materially and adversely affects the operations,
                           financial condition, property rights, business or
                           business prospects of the Company such that the
                           Company is unable to substantially carry on or
                           perform in its usual course the Joint Venture
                           Business, and if MNB provides RFC with notice of the
                           failure of RFC's performance under the applicable
                           Ancillary Agreement and the adverse effects on the
                           Company and at least 30 days to cure the failure
                           and/or effects (which cure period shall be extended
                           for such period of time as is reasonably necessary
                           with the exercise of due diligence and good faith to
                           correct such failure or effects upon reasonable
                           request of RFC, if the Company, RFC or any parent or
                           subsidiary of RFC or its parent commences diligent
                           and good faith correction of such failure or effects
                           within the thirty (30) day cure period) and RFC fails
                           to cure such failure or effects within such period,
                           then MNB shall have the option to terminate this
                           Agreement effective at the time stated in a written
                           notice of such termination given to RFC (but not less
                           than 120 days after such notice is given); provided,
                           MNB gives RFC notice of termination within ninety
                           (90) days after the end of such cure period; and
                           further provided, that if MNB exercises this option
                           to terminate this Agreement by providing the notice
                           of termination, and such notice is provided during
                           the first five years after the date of this
                           Agreement, then RFC shall pay the greater of (i) the
                           "Break-Up Fee" (as defined in 



                                       50
<PAGE>   54


                           Section 9.02(a), except that such fee shall be
                           calculated based on MNB's Membership Interest and the
                           event giving rise to the right to terminate this
                           Agreement shall be MNB's notice of the failure of
                           RFC's performance and the adverse effects on the
                           Company), or (ii) MNB's actual damages resulting from
                           such termination, provided however, punitive damages
                           shall not be recoverable, to MNB on or before the
                           date such termination becomes effective;

                  (h)      If there is a material adverse change in the business
                           financial status of RFC or any parent of RFC or any
                           direct or indirect subsidiary of RFC or its parent
                           and this event (i) materially and adversely affects
                           RFC's performance under any one or more Ancillary
                           Agreements to which it is a party, and (ii)
                           materially and adversely affects the operations,
                           financial condition, property rights, business or
                           business prospects of the Company such that the
                           Company is unable to substantially carry on or
                           perform in its usual course the Joint Venture
                           Business, and if MNB provides RFC with notice of the
                           failure of RFC's performance under the applicable
                           Ancillary Agreement and the adverse effects on the
                           Company and at least 30 days to cure the failure
                           and/or effects (which cure period shall be extended
                           for such period of time as is reasonably necessary
                           with the exercise of due diligence and good faith to
                           correct such failure or effects upon reasonable
                           request of RFC, if the Company, RFC or any parent or
                           subsidiary of RFC or its parent 




                                       51
<PAGE>   55


                           commences diligent and good faith correction of such
                           failure or effects within the thirty (30) day cure
                           period) and RFC fails to cure such failure or effects
                           within such period, then MNB shall have the option to
                           terminate this Agreement, without the payment of any
                           "Break-Up Fee", effective at the time stated in a
                           written notice of such termination given to RFC (but
                           not less than 120 days after such notice is given);
                           provided, MNB gives RFC notice of termination within
                           ninety (90) days after the end of such cure period;

                  (i)      Any one Member shall have the right to terminate this
                           Agreement, without cause, upon 120 days prior written
                           notice; provided however, that no Member shall have
                           the right to terminate this Agreement, without cause,
                           pursuant to this Section 9.02(i) only, during the
                           first two (2) years after the date of this Agreement;
                           and provided, further, that if a Member exercises
                           this Section 9.02(i) option to terminate this
                           Agreement at any time that is five years or less
                           after the date of this Agreement, the terminating
                           Member shall pay to the non-terminating Member, on or
                           before the date such termination becomes effective, a
                           fee equal to the Membership Interest of the
                           non-terminating party multiplied by the greater of
                           (i) $5,000,000, and (ii) the number of years (and
                           fractions of a year) between the date the termination
                           becomes effective and five years after the date of
                           this Agreement multiplied by the pre-tax earnings




                                       52
<PAGE>   56


                           of the Company for the 12 months ending at the end of
                           the calendar month immediately preceding the date of
                           notice of termination of this Agreement;

                  (j)      Any one Member of the Company shall have the right to
                           terminate this Agreement, for cause, and without the
                           payment of any "Break-Up Fee", upon thirty (30) days
                           written notice, following prior written notice to
                           each Member of the violation and at least thirty (30)
                           days to cure it, (i) if (a) the terminating Member
                           has a reasonable basis to believe that the Company's
                           operations, policies, practices or procedures violate
                           a material federal or state law or regulation, and
                           (b) such a violation materially and adversely affects
                           the operations, financial condition, property rights,
                           business or business prospects of the Company such
                           that the Company is unable to substantially carry on
                           or perform in its usual course the Joint Venture
                           Business; (ii) if (a) a court of law, or a federal or
                           state regulatory or other governmental body or agency
                           who has jurisdiction or other authority over the
                           Company (through formal processes or otherwise),
                           communicates to the Company that there has been or
                           that there is a reasonable basis to believe that the
                           Company's operations, policies, practices or
                           procedures violate a material federal or state law or
                           regulation, and (b) such violation either (I)
                           materially and adversely affects the operations,
                           financial condition, property rights, business or
                           business prospects of the Company 



                                       53
<PAGE>   57



                           such that the Company is unable to substantially
                           carry on or perform in its usual course the Joint
                           Venture Business, or (II) impairs the ability of key
                           management of either the Company or any one Member to
                           continue to operate in such capacity. Absent an
                           objection from any informed regulatory authority who
                           has jurisdiction or other authority over the Company
                           or any court order, the thirty (30) day cure period
                           shall be extended for such period of time as is
                           reasonably necessary with the exercise of due
                           diligence and good faith to correct the violation
                           upon reasonable request of the non-terminating Member
                           or the Company if the Company commences diligent and
                           in good faith correction of the violation within the
                           thirty (30) day cure period;

                  (k)      If the Company engages in activities which violate,
                           or result in a violation by the Company or either
                           Member (or any of their Affiliates) of, the National
                           Bank Act and its implementing regulations, to the
                           extent they are subject to the National Bank Act and
                           its implementing regulations, MNB and RFC shall each
                           have the right to terminate this Agreement
                           immediately, without the payment of any "Break-Up
                           Fee", upon written notice to the other Member,
                           following prior written notice to each Member of the
                           violation and at least ninety (90) days to cure such
                           violation provided such cure period is not objected
                           to by the informed regulatory authority who has
                           jurisdiction or other authority over the




                                       54
<PAGE>   58


                           Company. The ninety (90) day cure period shall be
                           extended for such period of time as is reasonably
                           necessary with the exercise of due diligence and good
                           faith to correct the violation upon request of either
                           Member or the Company if the Company commences
                           diligent and good faith correction of the violation
                           within the ninety (90) day cure period;

                  (l)      If the non-defaulting Member provided the defaulting
                           Member with notice of a potential Material Default
                           Event (as defined in the Joint Venture Agreement) and
                           at least 30 days to cure the potential Material
                           Default Event (which cure period shall be extended
                           for such period of time as is reasonably necessary
                           with the exercise of due diligence and good faith to
                           correct such potential Material Default Event upon
                           reasonable request of the defaulting Member, if the
                           defaulting Member commences diligent and good faith
                           correction of such potential Material Default Event
                           within the thirty (30) day cure period), all pursuant
                           to Section 11.2 of the Joint Venture Agreement, and
                           the defaulting member fails to cure such potential
                           Material Default Event within such period, and a
                           Material Default Event (as defined in the Joint
                           Venture Agreement) occurs, then the non-defaulting
                           Member shall have the option to terminate this
                           Agreement effective at the time stated in a written
                           notice of such termination given to the defaulting
                           Member; provided the non-defaulting Member gives
                           notice of termination to the other Member



                                       55
<PAGE>   59


                           within 90 days after the end of such cure period. If
                           a Member exercises this option to terminate this
                           Agreement by providing the notice of termination, and
                           such notice is provided during the first five years
                           after the date of this Agreement, then the other
                           Member shall pay the greater of (i) the "Break-Up
                           Fee" (as defined in Section 9.02(a), except that such
                           fee shall be calculated based on the Membership
                           Interest of the Member electing to terminate this
                           Agreement), or (ii) the terminating Member's actual
                           damages resulting from such termination, provided
                           however, punitive damages shall not be recoverable,
                           to the terminating Member on or before the date such
                           termination becomes effective.

         Section 9.03 Damages. If a Member breaches this Agreement, the Joint
Venture Agreement, any Ancillary Agreement to which it is a party, the Articles
or the MLLCA, the Company and the other Member, in addition to other applicable
remedies, may recover from the Member in breach its foreseeable compensatory
general and special and incidental damages caused by such breach, provided,
however, punitive damages shall not be recoverable from the Member in breach,
and provided further, however, that the sole remedies under this Agreement as a
result of the occurrence of a Dissolution Event or a Termination Event are as
provided in Section 9.01 or Section 9.02, except to the extent that such
Dissolution Event or Termination Event (or the events giving rise to it) breach
any other section of this Agreement, the Joint Venture Agreement or any
Ancillary Agreement, including any breaches after the first five years after the
date of this Agreement.






                                       56
<PAGE>   60

         Section 9.04 Certificate of Dissolution. Upon the dissolution and
commencement of winding up of the Company, a certificate of dissolution shall be
duly executed and filed with the Michigan Department of Consumer and Industry
Services as required by the MLLCA.

         Section 9.05 Winding Up. On dissolution, the Company shall begin
winding up. Except as otherwise provided in the Articles, this Agreement, or
Section 805 of the MLLCA, the Manager or, if the Members unanimously agree, the
Members or any one Member who has not wrongfully dissolved the company may wind
up the Company's affairs. The Company shall complete the winding up as soon as
practicable. The Members or the Manager, who are winding up the Company's
affairs shall continue to function for the purpose of winding up, in accordance
with the procedures set by the MLLCA, the Articles, and this Agreement, and
shall be held to no greater standard of conduct than that described by Section
404 of the MLLCA and shall be subject to no greater liabilities than would apply
in the absence of dissolution. The Company may sue and be sued in its name and
process may issue by and against the Company in the same manner as if
dissolution had not occurred. An action brought by or against the Company before
its dissolution does not abate because of the dissolution.

         Section 9.06 Liquidation and Buy-Out Option. On dissolution of the
Company, one or more Members or the Manager shall serve as liquidator. The
liquidator shall be the same person designated pursuant to Section 9.05 as the
person with the right to wind up the Company's affairs. The liquidator shall
proceed diligently to wind up the



                                       57
<PAGE>   61


affairs of the Company and make final distributions as provided herein and
in the MLLCA. The costs of liquidation shall be borne as a Company expense.
Until final distribution, the liquidator shall continue to operate the Company
properties with all of the power and authority of a Manager. The steps to be
accomplished by the liquidator are as follows:

                  (a)      As promptly as possible after dissolution and again
                           after final liquidation, the liquidator shall cause a
                           proper accounting to be made by a recognized
                           accounting firm of certified public accountants of
                           the Company's assets, liabilities, and operations
                           through the last day of the calendar month in which
                           the dissolution occurs or the final liquidation is
                           completed, as applicable.

                  (b)      The liquidator shall cause the notice described in
                           Sections 806 and 807 of the MLLCA to be mailed to
                           each known creditor of and claimant against the
                           Company in the manner described in Sections 806 and
                           807.

                  (c)      The assets of the Company shall be distributed in the
                           following order:

                           (i)      to creditors, including Members who are
                                    creditors, to the extent permitted by law,
                                    in satisfaction of the debts, liabilities
                                    and obligations of the Company other than
                                    liabilities for 





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<PAGE>   62



                                    distributions to Members under Section 304
                                    of the MLLCA. Reasonable provisions shall be
                                    made for debts, liabilities, and obligations
                                    that are not liquidated but will not be
                                    barred under Sections 806 or 807 of the
                                    MLLCA.

                           (ii)     except as provided in this Agreement, all
                                    remaining assets to Members in accordance
                                    with their capital account balances. For
                                    this purpose, the determination of the
                                    Members' capital account balances shall be
                                    made after adjustment to reflect the
                                    allocation of all Profits, Losses, and items
                                    thereof under Section 5.01 and distributions
                                    made to the Members pursuant to Sections
                                    5.02 and 5.03, in each case through the
                                    taxable year of liquidation of the Company.

                                    The proceeds shall be paid to Members within
                                    one hundred twenty (120) days after the date
                                    of dissolution.

                  (d)      Provided, however, before the assets of the Company
                           are distributed as set forth under (c) above, the
                           Company shall file tax returns and pay tax
                           obligations as required by law.

                  (e)      The distribution of assets to the Members shall be as
                           follows:




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<PAGE>   63



                           (i)      The liquidator may sell any or all Company
                                    property, including to Members (subject to
                                    the unanimous approval of the Members of the
                                    terms of such sale; provided, that sales
                                    pursuant to the first refusal rights
                                    described below in this Section 9.06(e)
                                    shall not require unanimous approval of the
                                    Members), and any resulting gain or loss
                                    from each sale shall be computed and
                                    allocated to the capital accounts of the
                                    Members;

                           (ii)     With respect to all Company property that
                                    has not been sold, the fair market value of
                                    that property shall be determined and the
                                    capital accounts of the Members shall be
                                    adjusted to reflect the manner in which the
                                    unrealized income, gain, loss, and deduction
                                    inherent in property that has not previously
                                    been reflected in the capital accounts would
                                    be allocated among the Members if there were
                                    a taxable disposition of that property for
                                    the fair market value of that property on
                                    the date of distribution; and

                           (iii)    Company property shall be distributed among
                                    the Members in accordance with the positive
                                    capital account balances of the Members.





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<PAGE>   64


                  The distribution of cash and/or property to a Member in
                  accordance with the provisions of this Section 9.06
                  constitutes a complete return to the Member of its capital
                  contributions and a complete distribution to the Member of its
                  capital account and Membership Interest and all the Company's
                  property and constitutes a compromise to which all Members
                  have consented within the meaning of Section 808(l)(c) of the
                  MLLCA. To the extent that a Member returns funds to the
                  Company, it has no claim against any other Member for those
                  funds.

                  At the time of termination of this Agreement, any Ancillary
                  Agreements between the Company and either Member or Members,
                  and the Joint Venture Agreement shall terminate, with no
                  obligations of either party for subsequent actions or
                  transactions except as otherwise provided in the Joint Venture
                  Agreement or the affected Ancillary Agreement.

                  At the time of dissolution following a Termination Event or as
                  otherwise provided in Section 9.01 of this Agreement, (i) MNB
                  shall have the right, but not the obligation, to purchase for
                  "Fair Value" (as defined below) the Company's leasehold
                  improvements located at MNB's branches that it communicates to
                  RFC an interest to purchase within 30 days after the
                  dissolution, and (ii) RFC shall have the right, but not the
                  obligation, to purchase for Fair Value the Company's
                  equipment, and prepaid expenses; that it communicates to MNB
                  an interest to purchase within 30 days after the dissolution.





                                       61
<PAGE>   65


                  "Fair Value" means (i) the value determined by mutual
                  agreement of the Members, or (ii) in the absence of such an
                  agreement, the value determined by a bona fide, good faith
                  offer to purchase the applicable assets by a third party that
                  is obtained by the liquidator, or (iii) if no such agreement
                  or offer is obtained, the value determined by averaging
                  appraisals from two appraisal firms qualified to value the
                  applicable assets, with one appraisal firm being selected by
                  each Member.

                  The closing on the purchase of such assets shall take place at
                  such time and place as may be mutually agreed upon by the
                  Members, but in any case within a reasonable time period
                  following the determination of the Fair Value of such assets.
                  At the closing, the Company shall deliver such assets to the
                  purchaser free and clear of all claims, liens, encumbrances
                  and security interests.

                  At the time of dissolution following a Termination Event or as
                  otherwise provided in Section 9.01 of this Agreement: (i) MNB
                  shall have the right, but not the obligation, to offer
                  employment to the Company's existing employees that are former
                  MNB employees, (ii) RFC shall have the right, but not the
                  obligation, to offer employment to the Company's existing
                  employees that are former RFC employees, and (iii) both MNB
                  and RFC shall have the right, but not the obligation, to offer
                  employment to the Company's other existing employees. As early
                  as practicable, but not





                                       62
<PAGE>   66





                  later than thirty (30) days following the Dissolution Event,
                  (i) MNB will notify RFC of the names of the employees to whom
                  MNB intends to offer employment under clause (i) above, and
                  (ii) RFC will notify MNB of the names of the employees to whom
                  RFC intends to offer employment under clause (ii) above. After
                  receiving the notices described in the preceding sentence,
                  neither MNB, nor RFC may offer employment to the employees
                  properly set forth in the other Member's notice until such
                  time, if any, that the employee refuses such offer of
                  employment. An offer of employment must be made to any such
                  employee on the MNB list or RFC list no later than ten (10)
                  Business Days following the final liquidation of the Company
                  (or the other Member may solicit such employee), but such
                  employment may not begin before the final liquidation of the
                  Company without the Manager's consent.

                  Any compensation (including bonuses and other incentive pay)
                  due an employee of the Company for loans closed or originated
                  prior to the employee transfer date shall be the
                  responsibility of the Company. Any Company employee who
                  accepts employment at MNB or RFC may be employed as new hires
                  and on an employment at will basis. The employing Member is
                  not assuming, and it shall have no responsibility for the
                  continuation of, or any liabilities under or in connection
                  with, any of the following: (a) any employment contract,
                  collective bargaining agreement, or plan or arrangement
                  providing for insurance coverage, deferred compensation,
                  bonuses, stock options or other forms of incentive



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                  compensation or post-retirement benefits or compensation which
                  is entered into or maintained, as the case may be by the
                  Company; (b) any "employee benefit plan" as defined in Section
                  3(3) of the Employee Retirement Income Security Act ("ERISA")
                  which is subject to any provision of ERISA, and which is
                  maintained, administered or contributed to by the Company, or
                  (c) any notices required to be given to the Company's
                  employees pursuant to the "Plant Closing Act" or any other
                  applicable federal or state law.

                  MNB and RFC agree that, for a period of two (2) years after
                  the Dissolution Event under this Agreement that neither of
                  them nor their parents nor any direct or indirect subsidiaries
                  of them or their parents shall directly or indirectly
                  knowingly solicit on a targeted basis (as defined in Section
                  4.2 of the Joint Venture Agreement) employment of any employee
                  hired pursuant to this Agreement that were former employees of
                  such Member.

         Section 9.07 Deficit Capital Accounts. Notwithstanding anything to the
contrary contained in this Agreement, and notwithstanding any custom or rule of
law to the contrary, to the extent that the deficit, if any, in the capital
account of any Member results from or is attributable to deductions and losses
of the Company (including non-cash items such as depreciation), or distributions
of money pursuant to this Agreement to all Members in proportion to their
respective Membership Interests, upon dissolution of the Company such deficit
shall not be an asset of the Company and such Members 





                                       64
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shall not be obligated to contribute such amount to the Company to bring the
balance of such Member's capital account to zero.

                         ARTICLE X - GENERAL PROVISIONS

         Section 10.01 Books and Records. The Company shall maintain complete
and accurate books and records of the Company's business and affairs as required
by the MLLCA, tax law and other law. The following books and records shall be
kept at its registered office or principal place of business in Michigan:

                  (a)      A current list of the full name and last known
                           address of each Member and the Manager;

                  (b)      A copy of the Articles or Restated Articles of
                           Organization, together with any amendments to the
                           Articles;

                  (c)      Copies of the Company's federal, state, and local tax
                           returns and reports for the three (3) most recent
                           years;

                  (d)      Copies of any financial statements of the Company for
                           the three (3) most recent years;

                  (e)      Copies of operating agreements, including this
                           Agreement, the Joint Venture Agreement and any
                           Ancillary Agreements; and



                                       65
<PAGE>   69



                  (f)      Copies of records that would enable a Member to
                           determine the Member's relative shares of the
                           Company's distributions.


         Section 10.02 Invalidity. To the extent any provision of this Agreement
is prohibited or ineffective under the MLLCA, this Agreement shall be considered
amended to the smallest degree possible in order to make this Agreement
effective under the MLLCA. In the event the MLLCA is subsequently amended or
interpreted in such a way to make any provision of this Agreement that was
formally invalid valid, such provision shall be considered to be valid from the
effective date of such amendment or interpretation. The invalidity or
unenforceability of any particular provision of this Agreement shall not affect
the other provisions and this Agreement shall be construed in all respects as if
such invalid or unenforceable provisions were omitted.

         Section 10.03 Waiver. The failure of any party at any time to require
performance by any other party of any provision of this Agreement shall not be
deemed a continuing waiver of that provision or a waiver of any other provision
of this Agreement and shall in no way affect the full right to require such
performance from the other party at any time thereafter.

         Section 10.04 Choice of Law and Choice of Forum. This Agreement, and
the determination of any rights, duties or remedies of the parties arising out
of or relating to 





                                       66
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this Agreement, shall be governed by and construed according to the laws of the
State of Michigan. Any and all actions concerning any dispute arising hereunder
shall be filed and maintained only in a state or federal court sitting in the
State of Michigan, and the parties hereto specifically consent and submit to the
jurisdiction of such state or federal court.

         Section 10.05 Counterparts. This Agreement may be signed in any number
of counterparts with the same effect as if the signature on each such
counterpart were upon the same instrument. Each executed copy shall be deemed an
executed original for all purposes.

         Section 10.06 Further Assistance. Each party shall, at the request of
any other party, furnish, execute and deliver such other documents as the other
party may reasonably request and shall take such other actions as any other
party shall reasonably request, provided only that the furnishing of such
documents and taking of such action shall be necessary and convenient to
consummate or confirm the transactions contemplated herein.

         Section 10.07 Notices. All notices, demands and requests required or
permitted to be given under the provisions of this Agreement shall be in writing
and shall be deemed given (a) when personally delivered to the party to be given
such notice or other communication, (b) on the business day that such notice or
other communication is sent by facsimile or similar electronic device, which
facsimile or similar electronic communication shall promptly be confirmed by
written notice, (c) on the third business





                                       67
<PAGE>   71


day following the date of deposit in the United States mail if such notice or
other communication is sent by first class mail with postage thereon fully
prepaid, or (d) on the business day following the day such notice or other
communication is sent by a domestically recognized overnight courier, to the
following address, as such address may be modified by notice to the other
parties:

         If to the Company:             Rock Home Loans @ Michigan National, LLC
                                        30600 Telegraph Road, 4th Floor
                                        Bingham Farms, Michigan  48025
                                        Attention:  William Emerson
                                        Fax Number:  (248) 723-7238

         If to MNB:                     Michigan National Bank
                                        27777 Inkster Road
                                        Farmington Hills, Michigan  48333-9065
                                        Attention:  Douglas E. Ebert (MC 10-00)
                                        Fax Number:  (248) 473-3086

                  with a copy to:       Laura Nieber
                                        Legal Department (MC 10-09)
                                        27777 Inkster Road
                                        Farmington Hills, Michigan  48333-9065
                                        Fax Number:  (248) 473-3235





                                       68
<PAGE>   72


         If to RFC:                     Rock Financial Corporation
                                        30600 Telegraph Road, 4th Floor
                                        Bingham Farms, Michigan  48025
                                        Attention:  Daniel Gilbert
                                        Fax Number:  (248) 723-7217

                  with a copy to:       Richard Chyette
                                        Rock Financial Corporation
                                        30600 Telegraph Road, 4th Floor
                                        Bingham Farms, Michigan  48025
                                        Fax Number:  (248) 723-7217

         Section 10.08 Conflict With MLLCA. In the event any article or section
of this Operating Agreement shall conflict with the mandatory provisions of the
MLLCA, the MLLCA shall control.

         Section 10.09 Amendment. This Agreement may be amended or modified only
in writing signed by all Members.

         Section 10.10 Entire Agreement. This Agreement and the Joint Venture
Agreement (including the agreements referred to and incorporated into the Joint
Venture Agreement defined as "Ancillary Agreements") constitute the entire
agreement among the parties hereto and contain all of the agreements and
understandings between the parties with respect to the subject matter. The
parties have no 






                                       69
<PAGE>   73



expectations, other than those specifically expressed in this Agreement and the
Joint Venture Agreement, which are enforceable at law or in equity. This
Agreement and the Joint Venture Agreement supersede any and all other agreements
and understandings, either oral or written, between the parties with respect to
this subject matter.

         IN WITNESS WHEREOF, the Members have made this Agreement effective as
of the date first set forth above.

MEMBERS:

ROCK FINANCIAL CORPORATION

SIGNATURE:   /S/ DANIEL GILBERT                                            
          -----------------------------------------
            DANIEL GILBERT, CHIEF EXECUTIVE OFFICER
            30600 TELEGRAPH ROAD, FOURTH FLOOR
            BINGHAM FARMS, MICHIGAN 48025

INITIAL CAPITAL CONTRIBUTION:  $700,000


MEMBERSHIP INTEREST:           70%



                                       70
<PAGE>   74



MICHIGAN NATIONAL BANK

SIGNATURE:  /S/ DOUGLAS E. EBERT                                            
          -----------------------------------------
            DOUGLAS E. EBERT, CHIEF EXECUTIVE OFFICER
            27777 INKSTER ROAD
            FARMINGTON HILLS, MICHIGAN 48334

INITIAL CAPITAL CONTRIBUTION:  $300,000

MEMBERSHIP INTEREST:            30%




                                       71

 .