EXHIBIT 10.24


                             FOURTH AMENDMENT TO
              AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT
              -------------------------------------------------

      THIS FOURTH  AMENDMENT  TO  AMENDED  AND  RESTATED  WAREHOUSING  CREDIT
 AGREEMENT (the "Fourth Amendment") is made and  entered into as of  the  9th
 day of April,  2004, by  and among  (i)UNITED FINANCIAL  MORTGAGE CORP.,  an
 Illinois corporation with  its principal place  of business  located at  815
 Commerce Drive,  Suite  100, Oak  Brook,  Illinois 60523  ("United"  or  the
 "Company"), (ii)  (a) NATIONAL  CITY BANK  OF KENTUCKY,  a national  banking
 association with a  place of  business located  at 101  South Fifth  Street,
 Louisville, Kentucky 40202 ("National City"),  (b) BANK ONE, NA, a  national
 banking association with its principal place of business located in Chicago,
 Illinois ("Bank One"),  (c) COMERICA  BANK, a  Michigan banking  corporation
 with its principal place  of business located at  500 Woodward Avenue, MC:
 3256, Detroit, Michigan  48226 ("Comerica"), and (d) COLONIAL BANK, N.A.,  a
 national banking association with a principal  place of business located  at
 201 E.  Pine  Street,  Suite  730,  Orlando,  Florida    32801  ("Colonial")
 (National City,  Bank  One,  Comerica and  Colonial  are  each  individually
 referred to  as  a "Bank"  and  collectively as  the  "Banks"),   and  (iii)
 NATIONAL CITY BANK OF KENTUCKY,  in its capacity as  Agent for the Bank  (in
 such capacity, the "Agent").

                P R E L I M I N A R Y   S T A T E M E N T:

      A.   Pursuant to that certain  Amended and Restated Warehousing  Credit
 Agreement dated as  of August 1,  2003, among the  Company, the Banks  party
 thereto  and  the  Agent,  as  heretofore  amended  (the  "Existing   Credit
 Agreement"), the  Banks  have  established  a  warehousing  line  of  credit
 facility in favor of the Company in the current maximum principal amount  of
 Eighty-Five Million Dollars ($85,000,000.00) (the "Warehouse Line"), for the
 purposes set forth therein.

      B.   The Company has now requested that  the Agent and Banks amend  the
 Existing Credit Agreement to  increase the maximum  principal amount of  the
 Warehouse Line to Ninety-Five Million Dollars ($95,000,000.00).

      C.   The Agent and  the Banks are  willing to and  desire to amend  the
 Existing Credit Agreement in the manner described above, upon the terms  and
 conditions set forth herein.

      NOW, THEREFORE,  in  consideration  of  the  premises  and  the  mutual
 covenants and  agreements set  forth in  the Existing  Credit Agreement  and
 herein, and  for  other  good and  valuable  consideration,  the  mutuality,
 receipt and sufficiency of which are hereby acknowledged, the parties hereto
 hereby agree as follows:

      1.   Each capitalized  term  used herein,  unless  otherwise  expressly
 defined herein, shall  have the  meaning set  forth in  the Existing  Credit
 Agreement.

      2.   The following  definitions,  as  contained in  Article  1  of  the
 Existing Credit Agreement, are hereby amended and restated in their entirety
 to read as follows:

           "Company" shall mean United Financial Mortgage Corp., an  Illinois
 corporation.

           "Total Warehouse Line Commitment"  shall mean the total  aggregate
 principal amount of all Warehouse Line  Commitments as determined from  time
 to time in accordance  with the provisions  of Article 2  and Article 11  of
 this  Credit  Agreement,   and  shall  mean   Ninety-Five  Million   Dollars
 ($95,000,000.00), subject to the right of the Company and the Agent in their
 sole, joint  discretion  to increase  such  amount  by adding  one  or  more
 Applicant Financial Institutions  as a "Bank"  or "Banks"  hereunder, or  as
 otherwise permitted under Section 11.1 hereof.

           "Warehouse Line" shall mean the line of credit established by  the
 Agent and Banks  in favor  of the  Company under  Article 2  of this  Credit
 Agreement in the  maximum principal  amount of  Ninety-Five Million  Dollars
 ($95,000,000.00), subject to the right of the Company and the Agent in their
 sole, joint  discretion  to increase  such  amount  by adding  one  or  more
 Applicant Financial Institutions as a "Bank" or "Banks" hereunder.

           "Warehouse Notes"  shall  mean,  collectively,  (i)  that  certain
 Amended and Restated Warehouse  Promissory Note dated as  of April 9,  2004,
 made by the Company, payable to the  order of National City, in the  current
 principal amount of Thirty-Five Million Dollars ($35,000,000.00), a form  of
 which is attached  hereto as  Exhibit C-1  and made  a part  hereof by  this
 reference, as the same may hereafter be amended, modified, renewed, replaced
 and/or restated from time  to time, (ii)  that certain Warehouse  Promissory
 Note dated as of August  1, 2003, jointly and  severally made by United  and
 Portland Mortgage Company ("Portland"),  payable to the  order of Bank  One,
 and  in  the   face  principal   amount  of   Twenty-Five  Million   Dollars
 ($25,000,000.00), a form of which is attached hereto as Exhibit C-2 and made
 a part  hereof by  this reference,  as the  same may  hereafter be  amended,
 modified, renewed, replaced and/or restated from  time to time, (iii)   that
 certain Warehouse Promissory Note  dated as of August  1, 2003, jointly  and
 severally made by United and Portland, payable to the order of Comerica, and
 in the face principal amount of Ten Million Dollars ($10,000,000.00), a form
 of which is attached hereto as  Exhibit C-4 and made  a part hereof by  this
 reference, as the same may hereafter be amended, modified, renewed, replaced
 and/or restated from time  to time, (iv)  that certain Warehouse  Promissory
 Note dated as of August  1, 2003, jointly and  severally made by United  and
 Portland, payable to the order of Colonial, and in the face principal amount
 of Twenty-Five Million Dollars ($25,000,000.00), a form of which is attached
 hereto as Exhibit C-5 and made a part hereof by this reference, as the  same
 may hereafter be amended, modified,  renewed, replaced and/or restated  from
 time to  time, and  (v) when  executed and  delivered, any  such  additional
 Warehouse Promissory Note, made by the Company, payable to the order of  any
 respective Applicant Financial  Institution as shall  be added  as a  "Bank"
 hereunder, and  in the  face principal  amount of  such Applicant  Financial
 Institution's Warehouse Line  Commitment, substantially in  the form of  the
 Warehouse Promissory Note  attached hereto as  Exhibit C-1  (other than  the
 amount thereof),  as the same may thereafter be amended, modified,  renewed,
 replaced and/or restated from time to time."

      3.   The fourth sentence in the first  paragraph of Section 2.1 of  the
 Existing Credit Agreement is hereby amended and restated in its entirety  to
 read as follows:

           "The Total  Warehouse  Line  Commitment is  equal  to  Ninety-Five
 Million Dollars ($95,000,000.00), and as may be increased by the Company and
 the Agent in their  sole, joint discretion by  adding one or more  Applicant
 Financial Institutions  as a  "Bank" or  "Banks"  hereunder, or  as  further
 permitted under Section 11.1 hereof."

      4.   The Agent and the Banks have been notified by United that Portland
 Mortgage Company ("Portland") was dissolved on  January 2, 2004 and that  on
 such date, United filed a certificate of  assumed name in Oregon for use  of
 the name "Portland Mortgage  Company".  The Agent  and the Banks  understand
 and agree that  United is  the sole,  current borrower  under the  Warehouse
 Line, and all references  to Portland Mortgage Company  as a separate  legal
 entity, as a co-borrower under the Warehouse Line, or as part of the defined
 term "Company", in any  of the Loan Documents,  are hereby deleted in  their
 entirety.

      5.   The Existing Credit  Agreement is hereby  amended by amending  and
 restating Exhibit C-1 and Schedule 2.1 thereof to read in their entirety  as
 set forth on Exhibit C-1 and Schedule 2.1 attached to this Fourth  Amendment
 and made a part hereof by this reference.

      6.   The Company represents and warrants that  no Event of Default  has
 occurred to  date under  the Existing  Credit Agreement  or any  other  Loan
 Document and that no Unmatured Event  of Default currently exists under  any
 of the Loan Documents.

      7.   This Fourth Amendment may be executed in one or more counterparts,
 each of   which  shall constitute  an original  and all  of the  same  shall
 constitute one and the same instrument.

      8.   This Fourth  Amendment  shall  be effective  as  of  the  date  of
 delivery to the Agent of each of  the following:  (i) this Fourth  Amendment
 and each  of the  other agreements  and instruments  referred to  herein  or
 related hereto, each duly executed by each of the parties thereto, (ii)  the
 related Amended and Restated Warehouse Promissory Note, duly executed by the
 Company, payable to National City, (iii) payment to each of the Banks of  an
 amendment fee equal  to Three Hundred  Seventy Five  Dollars ($375.00),  and
 (iv)  all  such   other  security  documents,   opinions,  instruments   and
 certificates as  may  be  required by  Agent  or  its counsel  in  order  to
 consummate the transactions contemplated  herein.  The  Agent and the  Banks
 may in  their  sole  discretion  permit  this  Fourth  Amendment  to  become
 effective prior to the actual delivery  of the aforementioned amendment  fee
 to each  Bank; provided,  however, in  such event,  the Company  agrees  and
 covenants to pay such fee to the Agent for the benefit of the Banks promptly
 upon receipt of an invoice with respect thereto.

      9.   This Fourth Amendment and the related writings and the  respective
 rights and obligations of  the parties shall be  governed by, and  construed
 and enforced in accordance with, the laws of the Commonwealth of Kentucky.

      10.  This Fourth Amendment shall  be binding upon,  and shall inure  to
 the benefit of, the  Company, the Banks and  the Agent and their  respective
 successors and assigns.

      11.  This Fourth Amendment  and the agreements,  instruments and  other
 documents referred to herein, constitute the entire agreement of the parties
 with respect to, and supersede all prior understandings of the parties  with
 respect to the subject matter hereof.  No change, modification, addition  or
 termination of this Fourth Amendment shall be enforceable unless in  writing
 signed by the party against whom enforcement is sought.

      12.  The Company (as redefined herein  not to include Portland)  hereby
 makes, declares,  ratifies  and/or  reaffirms, as  applicable,  all  of  the
 representations, warranties, covenants, agreements and obligations set forth
 in the Existing Credit  Agreement and each of  the other Loan Documents,  as
 amended and modified hereby.


      IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Fourth
 Amendment to Warehousing Credit Agreement to be duly executed as of the  day
 and year first above written.



                          UNITED FINANCIAL MORTGAGE CORP.


                          By: _______________________________________

                          Title: ______________________________________



                                  (the "Company")




                          NATIONAL CITY BANK OF KENTUCKY


                          By: ______________________________________

                          Title: _____________________________________




                          BANK ONE, NA


                          By: ________________________________________

                          Title: _______________________________________

                          COMERICA BANK


                          By: ________________________________________

                          Title: _______________________________________




                          COLONIAL BANK


                          By: ________________________________________

                          Title: _______________________________________


                                    (collectively, the "Banks")




                          NATIONAL CITY BANK OF KENTUCKY

                          By: _____________________________________

                          Title: ____________________________________

                                    (the "Agent")


<PAGE>



                AMENDED AND RESTATED WAREHOUSE PROMISSORY NOTE


 $35,000,000.00                               Louisville, Kentucky
                                                     April 9, 2004

      For value  received,  UNITED  FINANCIAL  MORTGAGE  CORP.,  an  Illinois
 corporation with its principal office and place of business at 815  Commerce
 Drive, Suite 100, Oak Brook, Illinois  60523 (the "Maker"), hereby  promises
 and agrees to pay to the order of NATIONAL CITY BANK OF KENTUCKY, a national
 banking association  with its  principal office  and  place of  business  in
 Louisville, Kentucky (the "Payee"),  on or before  the Termination Date  (as
 defined in the Credit Agreement defined below), the principal sum of Thirty-
 Five Million Dollars ($35,000,000.00), or so much thereof as may be advanced
 to the Maker by the Payee as "Warehouse Advances" or "Excess Advances" under
 the Credit Agreement.

      This Note is one of the Maker's "Warehouse Notes" referred to in and is
 issued pursuant to and is entitled  to the benefits of that certain  Amended
 and Restated Warehousing Credit Agreement dated August 1, 2003 entered  into
 by and  among the  Maker, the  Bank or  Banks party  thereto (including  the
 Payee) and  National City  Bank of  Kentucky, as  agent for  the Banks  (the
 "Agent") (as amended, restated, supplemented or otherwise modified from time
 to time, collectively, the "Credit Agreement"; capitalized terms used herein
 without definition  shall have  the meanings  assigned  those terms  in  the
 Credit Agreement).

      The unpaid principal balance of this Note, as the same shall exist from
 time to time, shall bear interest at the  rates and in the manner set  forth
 in the Credit Agreement.   All payments of principal  on this Note that  are
 not paid  when due  and, to  the  extent permitted  by applicable  law,  any
 interest payments on this Note or  any fees or other amounts owed  hereunder
 or under the Credit  Agreement not paid  when due, in  each case whether  at
 stated maturity,  by notice  of prepayment,  by acceleration  or  otherwise,
 shall thereafter bear additional interest at the Default Rate until paid  in
 full.  Interest  on delinquent principal  and interest shall  be payable  on
 demand.  In no event shall such rate exceed the maximum rate allowed by law.
 All interest shall be computed based upon the actual number of days  elapsed
 over an assumed year of three hundred sixty (360) days.

      The Maker covenants and agrees, jointly and severally, to pay  interest
 on the unpaid principal amount of this Note until paid in full at the rates,
 at the times and from the dates which shall be determined in accordance with
 the provisions of Article 2 of the Credit Agreement.

      All payments of principal and interest in respect of this Note shall be
 made in lawful money of the  United States of America  in same day funds  at
 the office of  the Agent,  located at  101 South  Fifth Street,  Louisville,
 Kentucky, or at such other place as shall be designated in writing for  such
 purpose in  accordance  with the  terms  of  the Credit  Agreement.    Until
 notified in writing of the  transfer of this Note,  the Maker and the  Agent
 shall be  entitled  to  deem the  Payee  or  such person  who  has  been  so
 identified by the transferor in  writing to the Maker  and the Agent as  the
 holder of this  Note, as the  owner and holder  of this Note.   Each of  the
 Payee and any subsequent holder of this Note agrees that before disposing of
 this Note or  any part  thereof it will  make a  notation hereon  or in  its
 records of all principal payments previously made hereunder and of the  date
 to which interest hereon has been  paid; provided, however, that failure  to
 make a  notation  of any  payment  made on  this  Note shall  not  limit  or
 otherwise affect  the obligation  of the  Maker  hereunder with  respect  to
 payments of principal or interest on this Note.

      This Note is subject to mandatory  prepayment and to prepayment at  the
 option of the Maker as provided in Article 2 of the Credit Agreement.

      This Note  is subject  to restrictions  on transfer  and assignment  as
 provided in the Credit Agreement.

      THE CREDIT AGREEMENT AND THIS NOTE  SHALL BE GOVERNED BY, AND SHALL  BE
 CONSTRUED AND  ENFORCED  IN  ACCORDANCE  WITH,  THE  INTERNAL  LAWS  OF  THE
 COMMONWEALTH OF KENTUCKY, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

      The terms of  this Note  are subject to  amendment only  in the  manner
 provided in the  Credit Agreement.

      No reference herein to  the Credit Agreement and  no provision of  this
 Note or the  Credit Agreement shall  alter or impair  the obligation of  the
 Maker, which is absolute  and unconditional, joint and  several, to pay  the
 principal of  and interest  on this  Note at  the place,  at the  respective
 times, and in the currency herein prescribed.

      All payments made upon this Note  shall be applied first to  delinquent
 accrued interest, if any, then to  the outstanding principal balance  hereof
 and then to nondelinquent accrued interest hereon.

      This Note is secured  by the Security Agreement  and each of the  other
 Collateral Documents.

      Upon the occurrence of any Event of Default under the Credit Agreement,
 or at any time thereafter, the  entire unpaid principal balance of, and  all
 accrued interest  on,  this Note  may  become, or  may  be declared  to  be,
 immediately due and payable in the manner, upon the conditions and with  the
 effect provided in  the Credit Agreement.   If this  Note is  placed in  the
 hands of an attorney  for collection, or if  this Note is collected  through
 any court, the Maker promises and  agrees, jointly and severally, to pay  to
 the Agent and  the Payee  all reasonable  costs and  expenses of  collection
 permitted by law, including, but not  limited to, attorneys' fees and  court
 costs as provided in the Credit Agreement.

      Failure of the Agent  or the Payee  to exercise any  of its rights  and
 remedies hereunder, or under the Credit Agreement, the Security Agreement or
 the other  Loan  Documents, shall not  constitute a waiver  of the right  to
 exercise the same at that or any other time.  All remedies of the Agent  and
 the Payee in the event of a breach or default hereunder or under any of  the
 instruments referred to  herein shall be  cumulative to  the fullest  extent
 permitted by law.  Time shall be of the  essence with respect to all of  the
 Maker's obligations hereunder.

      The Maker  hereby  waives  presentment,  demand,  notice  of  dishonor,
 protest, notice of protest,  and nonpayment and all  exemptions to which  it
 may be entitled under the laws of the Commonwealth of Kentucky, the State of
 Illinois or any other state of the  United States, or of the United  States,
 and further agrees that the holder  hereof shall have the right, subject  to
 the provisions of the Credit Agreement, to grant the Maker any extension  of
 time for payment of this Note, to modify the terms of any of the instruments
 referred to herein  with the  consent of all  other parties  thereto, or  to
 release any party liable hereon without  in any way affecting the  liability
 of the Maker or any other parties liable for payment of this Note.

      This Note  is an  amendment, restatement  and renewal  of that  certain
 Warehouse Promissory Note dated March 16, 2001, made by the Maker payable to
 the order of the Payee, as heretofore amended, restated, modified,  renewed,
 replaced and supplemented  from time  to time  (collectively, the  "Existing
 Note"), and the execution, delivery and performance of this Note is not  and
 shall not  be  deemed  to  be  a  novation  of  the  Existing  Note  or  the
 indebtedness evidenced  thereby. The  Maker hereby  acknowledges and  agrees
 that it has knowingly and voluntarily entered into this Note as an amendment
 and restatement of the Existing Note.

      THE MAKER AND THE PAYEE HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A  JURY
 TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE
 OR THE OTHER LOAN  DOCUMENTS.  THE SCOPE  OF THIS WAIVER  IS INTENDED TO  BE
 ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT THAT
 RELATE TO  THE  SUBJECT  MATTER  OF  THIS  TRANSACTION,  INCLUDING,  WITHOUT
 LIMITATION, CONTRACT CLAIMS,  TORT CLAIMS, BREACH  OF DUTY  CLAIMS, AND  ALL
 OTHER COMMON LAW AND STATUTORY CLAIMS.  THE MAKER AND THE PAYEE  ACKNOWLEDGE
 THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH SUCH PARTY TO ENTER  INTO
 A BUSINESS  RELATIONSHIP, AND  THAT EACH  OF  THE MAKER  AND THE  PAYEE  HAS
 ALREADY RELIED ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS WITH THE OTHER.
 THE MAKER AND THE PAYEE FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED
 THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND  VOLUNTARILY
 WAIVES ITS  JURY TRIAL  RIGHTS FOLLOWING  CONSULTATION WITH  LEGAL  COUNSEL.
 THIS WAIVER  IS IRREVOCABLE,  MEANING THAT  IT MAY  NOT BE  MODIFIED  EITHER
 ORALLY OR  IN  WRITING,  AND  THIS WAIVER  SHALL  APPLY  TO  ANY  SUBSEQUENT
 AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE OR THE OTHER
 LOAN DOCUMENTS.  IN  THE EVENT OF LITIGATION,  THIS NOTE MAY  BE FILED AS  A
 WRITTEN CONSENT TO A TRIAL BY THE COURT.


        [The remainder of this page has been intentionally left blank]




      IN WITNESS WHEREOF, the Maker has  caused this Note to be executed  and
 delivered by  its duly  authorized officer  as  of the  day and  year  first
 written above.



                               UNITED FINANCIAL MORTGAGE CORP.


                               By: _______________________________

                               Title: ______________________________


                                      (the "Maker")


<PAGE>


                       SCHEDULE 2.1 TO FOURTH AMENDMENT
             TO AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT

                                 SCHEDULE 2.1
             TO AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT

                Warehouse Pro Rata Shares and Line Commitments
                ----------------------------------------------


 As of April 9, 2004:

                          Warehouse Line of Credit   Pro Rata
 Name of Bank                    Commitment           Share
 ------------                    ----------           -----
 National City Bank
 of Kentucky                   $35,000,000.00         36.84%

 Bank One, N.A.                $25,000,000.00         26.32%

 Colonial Bank, N.A            $25,000,000.00         26.32%

 Comerica Bank                 $10,000,000.00         10.52%
                                -------------        ------
 TOTALS                        $95,000,000.00        100.00%
                                =============        ======