EXHIBIT 10.25


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

      THIS  FIFTH  AMENDMENT  TO  AMENDED  AND  RESTATED  WAREHOUSING  CREDIT
 AGREEMENT (the "Fifth Amendment") is made and  entered into as of  the  15th
 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 Agent and the Banks have established a warehousing line  of
 credit facility in  favor of the  Company in the  current maximum  principal
 amount of  Ninety-Five  Million  Dollars  ($95,000,000.00)  (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  temporarily  increase the  maximum  principal
 amount  of  the  Warehouse   Line  to  One   Hundred  Ten  Million   Dollars
 ($110,000,000.00) to and until the close of business on June 14, 2004.

      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:

           "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, as applicable, either (i) One Hundred
 Ten Million Dollars ($110,000,000.00) to and until the close of business  on
 June 14, 2004,  or (ii)  Ninety-Five Million  Dollars ($95,000,000.00)  from
 June 15, 2004 to and until the Termination Date, subject in each case 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, as applicable, either (i)  One
 Hundred Ten  Million Dollars  ($110,000,000.00) to  and until  the close  of
 business  on   June  14,   2004,  or   (ii)  Ninety-Five   Million   Dollars
 ($95,000,000.00) from  June 15,  2004 to  and  until the  Termination  Date,
 subject in each  case 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 15,  2004,
 made by the Company, payable to the  order of National City, in the  current
 principal amount of Fifty Million Dollars ($50,000,000.00), 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, as  applicable,
 either (i) One Hundred  Ten Million Dollars  ($110,000,000.00) to and  until
 the close of business on June 14, 2004, or (ii) Ninety-Five Million  Dollars
 ($95,000,000.00) from June 15, 2004 to  and until the Termination Date,  and
 as may be increased  in either case 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 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 Fifth  Amendment
 and made a part hereof by this reference.

      5.   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.

      6.   This Fifth 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.

      7.   This Fifth Amendment shall be effective as of the date of delivery
 to the Agent of each of the following:  (i) this Fifth 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 Fifth 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.

      8.   This Fifth 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.

      9.   This Fifth 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.

      10.  This Fifth  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 Fifth Amendment shall  be enforceable unless in  writing
 signed by the party against whom enforcement is sought.

      11.  The Company 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 Fifth Amendment
 to Amended and Restated 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, N.A.


                          By: ________________________________________

                          Title: _______________________________________


                                    (collectively, the "Banks")




                          NATIONAL CITY BANK OF KENTUCKY


                          By: _____________________________________

                          Title: ____________________________________

                                    (the "Agent")

<PAGE>




                AMENDED AND RESTATED WAREHOUSE PROMISSORY NOTE


 $50,000,000.00                               Louisville, Kentucky
                                                    April 15, 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  Fifty
 Million Dollars ($50,000,000.00), or so much  thereof as may be advanced  to
 the Maker by the  Payee as "Warehouse Advances"  or "Excess Advances"  under
 the Credit Agreement; provided, however,  not more than Thirty-Five  Million
 Dollars ($35,000,000.00)  may be  advanced  to the  Maker  by the  Payee  as
 "Warehouse Advances" or  "Excess Advances" under  the Credit Agreement  from
 and after the close of business on June 14, 2004.

      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")