EXHIBIT 10.1
                  [Letterhead of Universal Finanz Holding AG]


October 11, 2004


MRU Holdings, Inc.
600 Lexington Avenue
New York, New York 10002

Attention: Vishal Garg
           Raza Khan

                      $50 Million Credit Support Facility
                               COMMITMENT LETTER

Ladies and Gentlemen:

Universal  Finanz Holding AG ("UNIVERSAL") is pleased to offer up to $50 million
of credit  support (the "CREDIT  SUPPORT  FACILITY") to MRU Universal  Guarantee
Agency, Inc., a Delaware corporation (the "GUARANTOR"),  upon and subject to the
terms and  conditions  of this  letter and the  Summary of Terms and  Conditions
attached  hereto as Exhibit A hereto and  incorporated  herein by reference (the
"SUMMARY OF TERMS" and, together with this letter, this "COMMITMENT LETTER").

The commitment of Universal  hereunder is subject to the satisfaction of each of
the following conditions  precedent in a manner acceptable to Universal:  (a) we
shall have  executed on terms and  conditions  satisfactory  to us, an agreement
upon which Universal or one of its affiliates may purchase up to a 65% ownership
interest in the Guarantor on a fully diluted basis (and Universal shall have the
right to pay the  purchase  price for such  ownership  interest  by  agreeing to
release  the  Guarantor  from  its  obligation  to  repay a like  amount  of its
outstanding obligations under the Credit Support Facility); (b) the accuracy and
completeness  of all  representations  that  you  and  your  affiliates  make to
Universal and your compliance with the terms of this Commitment  Letter; (c) the
negotiation,  execution and delivery of definitive  loan  documentation  for the
Credit  Support  Facility  consistent  with the  Summary of Terms and  otherwise
reasonably satisfactory to Universal (collectively,  the "LOAN DOCUMENTS");  and
(d) no change,  occurrence  or  development  that shall have  occurred or become
known to Universal  since August 14, 2004 that  constitutes  or has had or could
reasonably be expected to constitute or to have,  either  individually or in the
aggregate,  a  material  adverse  effect on the  business,  operations,  assets,
liabilities (actual or contingent) or condition  (financial or otherwise) of you
and the Guarantor, taken as a whole.

You hereby represent, warrant and covenant that (a) all information,  other than
Projections  (defined  below),  which has been or is hereafter made available to
Universal by you or any of your  representatives (or on your or their behalf) in
connection with the transactions  contemplated hereby (the "INFORMATION") is and
will be complete and correct in all material  respects and does not and will not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements  contained therein not misleading,  and (b) all
financial  projections  concerning the Guarantor that have been or are hereafter
made  available  to  Universal  by  you  or any  of  your  representatives  (the
"PROJECTIONS") have been or will be prepared in good faith based upon reasonable
assumptions,   it  being   understood   that  the  Projections  are  subject  to
contingencies,  many of which are beyond your control, and that no assurance can
be given that the  Projections  will be  realized.  You agree to furnish us with
such Information and Projections as we may reasonably  request and to supplement
the  Information  and the  Projections  from time to time  until the date of the
execution and delivery of the Loan  Documents  (the "CLOSING  DATE") so that the
representation,  warranty and covenant in the  preceding  sentence is correct on
the Closing Date.

The Guarantor  will  reimburse  Universal  pursuant to the Loan Documents on the
Closing Date for all  reasonable  out-of-pocket  fees and  expenses  incurred in
connection  with the  preparation,  negotiation,  execution and delivery of this
Commitment   Letter  and  the  Loan  Documents;   provided   however  that  this
reimbursement obligation shall not exceed $10,000 in aggregate.


                               Commitment Letter
<PAGE>

The Guarantor  will also  indemnify and hold harmless  Universal and each of its
affiliates and their respective officers, directors, employees, agents, advisors
and other  representatives  (each, an "INDEMNIFIED PARTY") following the Closing
Date pursuant to the Loan  Documents  from and against (and will  reimburse each
Indemnified  Party as the same are  incurred  for) any and all claims,  damages,
losses, liabilities and expenses (including,  without limitation, the reasonable
fees,  disbursements  and other  charges of counsel)  that may be incurred by or
asserted or awarded against any Indemnified  Party, in each case, arising out of
or in  connection  with or by reason  of any  matters  contemplated  by the Loan
Documents,  except to the extent such claim,  damage, loss, liability or expense
is  found  by a court of  competent  jurisdiction  to have  resulted  from  such
Indemnified Party's gross negligence or willful misconduct.

This Commitment  Letter and the contents hereof are confidential and, except for
disclosure  hereof on a confidential  basis to your  accountants,  attorneys and
other  professional  advisors  retained  by you in  connection  with the  Credit
Support Facility or as otherwise  required by law, may not be disclosed in whole
or in part to any other  person or entity  without  our prior  written  consent;
provided,  however,  it is  understood  and agreed  that you may  disclose  this
Commitment Letter (a) in filings with the Securities and Exchange Commission and
other  applicable  regulatory  authorities  and stock  exchanges  and (b) to the
Warehouse  Facility Agent and the Warehouse  Facility Lenders (as such terms are
defined  in the  Summary of Terms) and their  accountants,  attorneys  and other
professional advisors, and ratings agencies.

This Commitment  Letter may be executed in counterparts  which,  taken together,
shall  constitute  an  original.  Delivery  of an executed  counterpart  of this
Commitment Letter by telecopier or facsimile shall be effective as delivery of a
manually executed counterpart thereof.

This Commitment  Letter shall be governed by, and construed in accordance  with,
the laws of the State of New York.

This Commitment  Letter embodies the entire  agreement and  understanding  among
Universal, you and your affiliates (including the Guarantor) with respect to the
Credit Support Facility and supercedes all prior  agreements and  understandings
relating to the specific  matters hereof.  Those matters that are not covered or
made clear herein or in the Summary of Terms are subject to mutual  agreement of
the  parties.  This  Commitment  Letter is not  assignable  by you (and the Loan
Documents  will not be  assignable by the  Guarantor)  without our prior written
consent and this  Commitment  Letter is intended to be solely for the benefit of
the parties hereto and the  Indemnified  Parties;  provided  however,  that this
Commitment  Letter may be utilized by you and the Loan Documents may be utilized
by the  Guarantor,  in each case, to provide  comfort to the Warehouse  Facility
Agent and the Warehouse Facility Lenders.


                            [SIGNATURE PAGE FOLLOWS]


                                       2
                               Commitment Letter
<PAGE>

We are pleased to have the  opportunity to work with you in connection with this
important financing.

Very truly yours,


UNIVERSAL FINANZ HOLDING AG



By:
   ---------------------------
   Name:
   Title:



Accepted and agreed to
as of October 25, 2004


MRU HOLDINGS INC.


By:
   ---------------------------
   Name:
   Title:


                                 SIGNATURE PAGE
                                Commitment Letter