EMPLOYMENT
AGREEMENT





This
EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of April 27, 2006, and is
entered into by and between Opteum Inc., with its principal place of business at
3305 Flamingo Drive, Vero Beach, Florida 32963 (the “Company”), and J.
Christopher Clifton, residing at the address set forth on the signature page
hereof (the “Executive”).





WHEREAS,
the Company wishes to employ the Executive, and the Executive wishes to accept
such employment, on the terms set forth below:





Accordingly,
the parties hereto agree as follows:





1. Term. The Company
hereby employs the Executive, and the Executive hereby accepts such employment,
for an initial term commencing as of May 15, 2006 and continuing for a
three-year period, unless earlier terminated in accordance with the provisions
of Section 4 or Section 5; with such employment to continue for successive
one-year periods in accordance with the terms of this Agreement (subject to
termination as aforesaid) unless either party notifies the other party of
non-renewal in writing prior to 60 days before the expiration of the initial
term and each annual renewal, as applicable (the period during which the
Executive is employed hereunder being hereinafter referred to as the
“Term”).





2. Duties. During the
Term, the Executive shall be employed by the Company as Senior Vice President
and General Counsel of the Company, and, as such, the Executive shall faithfully
perform for the Company the duties of said offices and shall perform such other
duties of an executive, managerial or administrative nature consistent with such
position as shall be specified and designated from time to time by the Chief
Executive Officer of the Company (the “CEO”) or the Chief Investment Officer of
the Company (the “CIO”).  The Executive agrees that he shall devote
substantially all of his business time and effort to the performance of his
duties hereunder; provided that in no event shall this sentence prohibit the
Executive from performing personal and charitable activities, or any other
business activities as may be approved by the CEO or the CIO.





3. Compensation.





3.1 Salary. The Company
shall pay the Executive a salary of $8,333.33 for the period from May 15, 2006
through May 31, 2006.  The Company shall pay the Executive from the
date of June 1, 2006 through December 31, 2006 a salary of $16,666.67 per
month.  From January 1, 2007, the Company shall pay the Executive an
annual salary of $250,000 per annum payable monthly in accordance with the
customary payroll practices of the Company applicable to senior
executives.  (The foregoing amounts are referred to below, as
applicable, to the "Annual Salary.")





3.2 Bonus





3.2.1 2006 Annual
Bonus.  In addition to the Annual Salary, the Executive shall
be awarded an annual bonus (the “2006 Annual Bonus”) of $40,000 payable 50% in
cash and 50% in phantom shares in respect of the Company’s class A common stock
with dividend equivalent rights (“Phantom Shares”).  Phantom Shares
awarded in respect of the 2006 Annual Bonus shall vest in six equal installments
on November 15, 2006, May 15, 2007, November 16, 2007, May 15, 2008, November
15, 2008, and May 15, 2009 and shall otherwise be subject to definitive
documentation under, and to the terms of, the governing plan.  The
number of the Phantom Shares granted pursuant to the 2006 Annual Bonus will be
determined based on the closing market price of the Company’s class A common
stock on a valuation date on May 15, 2006.  With respect to the cash
portion of the 2006 Annual Bonus 50% will be paid on August 15, 2006 and 50%
will be paid on November 15, 2006.





3.2.2 2007 Annual Bonus. On
or before December 31, 2007, in addition to the Annual Salary, the Executive
shall be awarded an annual bonus (the “2007 Annual Bonus”) of $60,000, payable
as 60% in cash and 40% in Phantom Shares, which shall vest equally over a
three-year period from the date of issuance (to be January 2008), and which will
otherwise be subject to definitive documentation under, and to the terms of, the
governing plan. The cash portion will be paid in December 2007.  The
number of the Phantom Shares granted pursuant to the 2007 Annual Bonus will be
determined based on the closing market price of the Company’s class A common
stock on a valuation date within the first five business days of 2008, the exact
date of which will be determined after the date of this Agreement.





3.3 Benefits - In
General. Except with respect to benefits of a type otherwise provided for
under Section 3.4, the Executive shall be permitted during the Term to
participate in any hospitalization or disability insurance plans, health
programs, retirement plans, fringe benefit programs and similar benefits that
may be available to other Senior Vice Presidents of the Company generally, on
the same terms as such other executives, in each case to the extent that the
Executive is eligible under the terms of such plans or programs.





3.4 Certain Specific
Benefits.





(a) The
Company shall reasonably assist the Executive in identifying reasonable
temporary living quarters in or around Vero Beach, Florida, and the Company
shall pay for such temporary living quarters through August 31, 2006, or such
earlier time as Executive shall have permanently vacated such temporary living
quarters.  In addition, the Company shall, upon submission to the
Company’s Treasurer of receipts therefor, reimburse the Executive for reasonable
travel expenses incurred by Executive and his immediate family members in
traveling to or from the State of Florida if such travel is completed on or
before August 15, 2006; provided, however, that in no event shall the Company be
responsible for reimbursing the Executive for any amounts in excess of $3,000 in
the aggregate, excluding any travel expenses incurred by Executive prior to the
date hereof.





(b) The
Company shall, on or before May 15, 2006, pay to the Executive a one-time cash
relocation package of $100,000 intended to mitigate certain expenses the
Executive incurred or may incur in relocating to Florida.  Should the
Executive’s employment with the Company be terminated by the Executive without
Good Reason or by the Company for Cause, prior to May 15, 2007, the Executive
shall repay the Company this $100,000 amount within one business day of such
termination.





(c) The
Executive shall be entitled to vacation of no less than 20 days per year, as
well as such personal days and holidays as are customarily made available to
other Senior Vice Presidents of the Company.





3.5 Expenses - In
General. The Company shall pay or reimburse the Executive for all
ordinary and reasonable out-of-pocket expenses actually incurred (and, in the
case of reimbursement, paid) by the Executive during the Term with the prior
approval of the CEO or CIO in the performance of the Executive’s services under
this Agreement; provided that the Executive submits proof of such expenses, in
accordance with such procedures as may be prescribed from time to time by the
Company.  Expense reimbursement reports should generally be submitted
to the Company within 60 days of the payment by the Executive of the
out-of-pocket expense; provided that no report for reimbursement will be
accepted after more than six months’ time, other than in the case of unusual
circumstances as may be determined by the CEO, CIO or the or the Board of
Directors of the Company (the “Board”).





4. Termination upon Death or
Disability.  If the Executive dies during the Term, the Term
shall terminate as of the date of death, and the obligations of the Company to
or with respect to the Executive shall terminate in their entirety upon such
date except as otherwise provided under this Section 4.  If the
Executive by virtue of ill health or other disability is unable to perform
substantially and continuously the duties assigned to him for more than 90
consecutive or non-consecutive days out of any consecutive 12-month period, the
Company shall have the right, to the extent permitted by applicable law, to
terminate the employment of the Executive upon notice in writing to the
Executive.  Upon termination of employment due to death or disability,
(i) the Executive (or the Executive’s estate or beneficiaries in the case of the
death of the Executive) shall be entitled to receive any Annual Salary and other
benefits earned and accrued under this Agreement prior to the date of
termination (and reimbursement under this Agreement for expenses incurred prior
to the date of termination), (ii) subject to Section 5.2(c), for a 12-month
period after termination of employment, the Executive (if applicable), and in
the event of his death, his spouse (or life partner) and his dependents, shall
receive such continuing coverage under the group health plans (including,
without limitation, any dental, vision, and prescription-drug plans) they would
have received under this Agreement (but at such costs no higher than as in
effect immediately preceding such termination) as would have applied in the
absence of such termination; and (iii) the Executive (or, in the case of his
death, his estate and beneficiaries) shall have no further rights to any other
compensation or benefits hereunder on or after the termination of employment, or
any other rights hereunder (but, for the avoidance of doubt, the Executive shall
receive such disability and death benefits as may be provided under the
Company’s plans and arrangements in accordance with their terms).





5. Certain Terminations of
Employment.





5.1 Termination by the Company
for Cause; Termination by the Executive without Good Reason.





(a) For
purposes of this Agreement, “Cause” shall mean the Executive’s:





(i)
commission of (or pleading nolo contendere to) a felony (but in no event
including a traffic or similar violation), a crime of moral turpitude,
dishonesty, breach of trust or unethical business conduct, or any crime
involving the Company;





(ii)
engagement in the performance of his duties hereunder in willful misconduct,
willful or gross neglect, fraud, misappropriation or embezzlement;





(iii)
failure to adhere to the directions of the Board, the CEO or the CIO or to the
Company’s policies and practices or to devote his business time and efforts to
the Company as required by Section 2;





(iv)
willful failure to substantially perform his duties properly assigned to him
(other than any such failure resulting from his disability) after demand for
substantial performance is delivered by the Company specifically identifying the
manner in which the Company believes the Executive has not substantially
performed such duties;





(v)
material breach of any of the provisions of Section 6; or





(vi)
breach in any material respect of the terms and provisions of this Agreement and
failure to cure such breach within 10 days following written notice from the
Company specifying such breach;





provided
that (x) solely in the case of Sections 5.1(a)(iii), (iv), (v) and (vi) above,
the Company shall not be permitted to terminate the Executive for Cause for any
inactions of the Executive the performance of which, or any actions of the
Executive the non-performance of which, the Executive can demonstrate would
result in a violation of any applicable code of professional responsibility
governing attorneys or any rule governing persons appearing or practicing as
attorneys before the U.S. Securities and Exchange Commission, and (y) the
Company shall not be permitted to terminate the Executive for Cause except on
written notice given to the Executive at any time following the occurrence of
any of the events described in clauses (i), (ii) or (v) above and on written
notice given to the Executive at any time not more than 30 days following the
occurrence of any of the events described in clause (iii), (iv) or (vi) above
(or, if later, the Company’s knowledge thereof).





(b) The
Company may terminate the Executive’s employment hereunder for Cause, and the
Executive may terminate his employment on at least 30 days’ and not more than 60
days’ written notice given to the Company.  If the Company terminates
the Executive for Cause, or the Executive terminates his employment and the
termination by the Executive is not for Good Reason in accordance with
Section 5.2, (i) the Executive shall receive Annual Salary and other
benefits earned and accrued under this Agreement prior to the termination of
employment (and reimbursement under this Agreement for expenses incurred prior
to the termination of employment); and (ii) the Executive shall have no further
rights to any other compensation or benefits hereunder on or after the
termination of employment, or any other rights hereunder.





5.2 Termination by the Company
without Cause; Termination by the Executive for Good Reason.





(a) For
purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented
to by the Executive,





(i) the
material reduction of the Executive’s authority, duties and responsibilities, or
the assignment to the Executive of duties materially inconsistent with the
Executive’s position or positions with the Company;





(ii) a
reduction in Annual Salary of the Executive;





(iii) the
relocation of the Executive’s office to more than 50 miles from Vero Beach,
Florida;





(iv) the
Company’s failure to pay the Executive any amounts otherwise due hereunder or
under any plan, policy, program, agreement, arrangement or other commitment of
the Company, including, without limitation, the Annual Salary and any annual
bonus;





(v) if
the Executive reports to the Board (or the appropriate committee thereof)
"evidence of a material violation" (as defined in 17 CFR Section 205.2(e)) and
after the Executive reports such evidence (and, if requested to do so, explains
why there exists such evidence), the Board does not either (A) require the
Company to take reasonably appropriate remedial measures, or (B) retain (or
instruct the Executive to retain) an outside attorney to investigate the
evidence of a material violation; or





(vi) the
Company’s material and willful breach of this Agreement.





Notwithstanding
the foregoing, (i) Good Reason shall not be deemed to exist unless notice of
termination on account thereof (specifying a termination date no later than 30
days from the date of such notice) is given by the Executive to the Company no
later than 30 days after the time at which the event or condition purportedly
giving rise to Good Reason first occurs or arises (provided that, for the
avoidance of doubt, for purposes of this clause (i), an event or condition shall
not be deemed to have given rise to Good Reason under clause (i), (ii), (iv) or
(vi) of the foregoing sentence until the Executive knows or should have known of
the event or condition); and (ii) if there exists (without regard to this clause
(ii)) an event or condition that constitutes Good Reason, the Company shall have
ten days from the date notice of such a termination is given by the Executive to
cure such event or condition and, if the Company does so, such event or
condition shall not constitute Good Reason hereunder.





(b) The
Company may terminate the Executive’s employment at any time for any reason or
no reason and the Executive may terminate the Executive’s employment with the
Company for Good Reason.  If the Company terminates the Executive’s
employment and the termination is not covered by Section 4 or 5.1, or the
Executive terminates his employment for Good Reason, (i) the Executive shall
receive Annual Salary, annual bonus and other benefits earned and accrued under
this Agreement prior to the termination of employment (and reimbursement under
this Agreement for expenses incurred prior to the termination of employment);
(ii) if (and only if) the Executive executes a general release reasonably
acceptable to (and in a form provided to the Executive by) the Company, which
general release is or has become irrevocable, the Executive shall receive (A) a
cash payment payable in a single sum equal to (1) if the termination of
employment occurs prior to the first anniversary of the date hereof, 200%, or
(2) if the termination of employment occurs on or following the first
anniversary of the date hereof, 100%, of the sum of (x) the Executive’s Annual
Salary (as in effect for the Company’s fiscal year immediately before such
termination) and (y) the annual bonus (as in effect for the Company’s fiscal
year immediately before such termination), (B) for a period of 12 months after
termination of employment, such continuing coverage under the group health plans
(including, without limitation, any dental, vision, and prescription-drug plans)
the Executive would have received under this Agreement (but at such costs (if
any) to the Executive no higher than as in effect immediately preceding such
termination) as would have applied in the absence of such termination (but not
taking into account any post-termination increases in Annual Salary that may
otherwise have occurred without regard to such termination and that may have
favorably affected such benefits) and (C) at the Company’s cost (not to exceed
$5,000), outplacement services reasonably selected by the Company; and (iii) the
Executive shall have no further rights to any other compensation or benefits
hereunder on or after the termination of employment, or any other rights
hereunder.





(c)
Notwithstanding clause (ii) of the third sentence of Section 4 and clause
(ii)(B) of the second sentence of Section 5.2(b), (i) nothing herein shall
restrict the ability of the Company to amend or terminate with general
application the plans and programs referred to in such clauses from time to time
in its sole discretion, and (ii) the Company shall in no event be required to
provide any benefits otherwise required by such clauses after such time as the
Executive becomes entitled to receive benefits of the same type from another
employer or recipient of the Executive’s services (upon which time the Executive
shall give the Company notice thereof).





6. Covenants of the
Executive.





6.1 Covenant Against
Competition; Other Covenants.  The Executive acknowledges that
(i) the principal business of the Company (which expressly includes for purposes
of this Section 6 (and any related enforcement provisions hereof), its
successors and assigns, all of which are expressly acknowledged and agreed as
third-party beneficiaries of, without limitation, this Section 6 (and such
related provisions)) is the operation of an integrated mortgage-related
securities-investment portfolio and a mortgage-origination platform (such
business herein being referred to as the “Business”); (ii) the Company is one of
the limited number of persons who have developed such a business; (iii) the
Business is, in part, national in scope; (iv) the Executive’s work for the
Company has given and will continue to give him access to the confidential
affairs and proprietary information of the Company; (v) the covenants and
agreements of the Executive contained in this Section 6 are essential to the
business and goodwill of the Company; and (vi) the Company would not have
entered into this Agreement but for the covenants and agreements set forth in
this Section 6. Accordingly, the Executive covenants and agrees
that:





(a) By
and in consideration of the salary and benefits to be provided by the Company
hereunder, including the severance arrangements set forth herein, and further in
consideration of the Executive’s exposure to the proprietary information of the
Company, the Executive covenants and agrees that, during the period commencing
on the date hereof and ending one year following the date upon which the
Executive shall cease to be an employee of the Company and its affiliates, he
shall not in the United States, directly or indirectly, except with the prior
approval of the Board, (i) engage in the Business (other than for the Company or
its affiliates) or otherwise compete with the Company or its affiliates, (ii)
render any services to any person, corporation, partnership or other entity
(other than the Company or its affiliates) engaged in the elements of the
Business, or (iii) become interested in any person, corporation, partnership or
other entity (other than the Company or its affiliates) engaged in the elements
of the Business as a partner, shareholder, principal, agent, employee,
consultant or in any other relationship or capacity; provided, however, that,
notwithstanding the foregoing, the Executive may invest in securities of any
entity, solely for investment purposes and without participating in the business
thereof, if (A) such securities are traded on any national securities exchange
or the National Association of Securities Dealers, Inc. Automated Quotation
System, (B) the Executive is not a controlling person of, or a member of a group
which controls, such entity and (C) the Executive does not, directly or
indirectly, own 1% or more of any class of securities of such
entity.





(b)
During and after the period of the Executive’s employment with the Company and
its affiliates, the Executive shall keep secret and retain in strictest
confidence, and shall not use for his benefit or the benefit of others, except
in connection with the business and affairs of the Company and its affiliates,
all confidential matters relating to the Company’s Business and the business of
any of its affiliates and to the Company and any of its affiliates, learned by
the Executive heretofore or hereafter directly or indirectly from the Company or
any of its affiliates (the “Confidential Company Information”); and shall not
disclose such Confidential Company Information to anyone outside of the Company
except with the Company’s express written consent and except for Confidential
Company Information which is at the time of receipt or thereafter becomes
publicly known through no wrongful act of the Executive or is received from a
third party not under an obligation to keep such information confidential and
without breach of this Agreement.





(c)
During the period commencing on the date hereof and ending one year following
the date upon which the Executive shall cease to be an employee of the Company
and its affiliates, (i) the Executive shall not, without the Company’s prior
written consent, directly or indirectly (A) solicit or encourage to leave the
employment or other service of the Company, or any of its affiliates, any
employee or independent contractor thereof or (B) hire (on behalf of the
Executive or any other person or entity) any employee or independent contractor
who has left the employment or other service of the Company or any of its
affiliates within the one-year period which follows the termination of such
employee’s or independent contractor’s employment or other service with the
Company and its affiliates and (ii) the Executive shall not, whether for his own
account or for the account of any other person, firm, corporation or other
business organization, intentionally interfere with the Company’s or any of its
affiliates’ relationship with, or endeavor to entice away from the Company or
any of its affiliates, any person who during the Term is or was a customer or
client of the Company or any of its affiliates.  While the Executive’s
non-compete obligations under Section 6.1(a) are in effect, the Executive shall
not publish any statement or make any statement under circumstances reasonably
likely to become public that is critical of the Company or any of its
affiliates, or in any way adversely affecting or otherwise maligning the
Business or reputation of the Company or any of its affiliates.





(d) All
memoranda, notes, lists, records, property and any other tangible product and
documents (and all copies thereof), whether visually perceptible,
machine-readable or otherwise, made, produced or compiled by the Executive or
made available to the Executive concerning the business of the Company or its
affiliates, (i) shall at all times be the property of the Company (and, as
applicable, any affiliates) and shall be delivered to the Company at any time
upon its request, and (ii) upon the Executive’s termination of employment, shall
be immediately returned to the Company (except that in all events the Executive
may retain a copy of his contacts list).





6.2 Rights and Remedies upon
Breach.  The Executive acknowledges and agrees that any breach
by him of any of the provisions of Section 6.1 (the “Restrictive Covenants”)
would result in irreparable injury and damage for which money damages would not
provide an adequate remedy. Therefore, if the Executive breaches, or threatens
to commit a breach of, any of the provisions of Section 6.1, the Company and its
affiliates, in addition to, and not in lieu of, any other rights and remedies
available to the Company and its affiliates under law or in equity (including,
without limitation, the recovery of damages), shall have the right and remedy to
have the Restrictive Covenants specifically enforced by any court having equity
jurisdiction, including, without limitation, the right to an entry against the
Executive of restraining orders and injunctions (preliminary, mandatory,
temporary and permanent) against violations, threatened or actual, and whether
or not then continuing, of such covenants.





6.3 Certain
Exceptions.





(a)
Notwithstanding Section 6.1, clauses (a) and (c) of the second sentence of
Section 6.1 shall not be applicable if and to the extent the Executive can
demonstrate that to be required to comply therewith would result in a violation
of any applicable code of professional responsibility governing attorneys or
ethical rules governing attorney conduct.  For the avoidance of doubt,
in such event, the restrictions of such clauses (a) and (c) shall continue to
apply to the maximum extent possible that the application of such restriction
would not constitute such a violation.





(b)
Notwithstanding Section 6.1, clause (a) of the second sentence of Section 6.1
shall not be applicable in the event that the Executive terminates his
employment without Good Reason within a 12-month period following a Change in
Control.  For purposes of this Agreement, “Change in Control” shall
mean the happening of any of the following:





(i)
            any
      “person,” including a “group” (as such terms are used in Sections 13(d)
      and 14(d) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”), but excluding the Company, any entity controlling,
      controlled by or under common control with the Company, any employee
      benefit plan of the Company or any such entity, and Executive and
      any  “group” (as such term is used in Section 13(d)(3) of the
      Exchange Act) of which the Executive is a member) is or becomes the
      “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act),
      directly or indirectly, of securities of the Company representing 30% or
      more of either (A) the combined voting power of the Company’s then
      outstanding securities or (B) the then outstanding Common Stock of the
      Company (in either such case other than as a result of an acquisition of
      securities directly from the Company); provided, however, that, in no
      event shall a Change in Control be deemed to have occurred upon an initial
      public offering or a subsequent public offering of the Common Stock under
      the Securities Act of 1933, as amended;
or




(ii)
            any
      consolidation or merger of the Company where the stockholders of the
      Company, immediately prior to the consolidation or merger, would not,
      immediately after the consolidation or merger, beneficially own (as such
      term is defined in Rule 13d-3 under the Exchange Act), directly or
      indirectly, shares representing in the aggregate 50% or more of the
      combined voting power of the securities of the corporation issuing cash or
      securities in the consolidation or merger (or of its ultimate parent
      corporation, if any); or




(iii)
            there
      shall occur (A) any sale, lease, exchange or other transfer (in one
      transaction or a series of transactions contemplated or arranged by any
      party as a single plan) of all or substantially all of the assets of the
      Company, other than a sale or disposition by the Company of all or
      substantially all of the Company’s assets to an entity, at least 50% of
      the combined voting power of the voting securities of which are owned by
      “persons” (as defined above) in substantially the same proportion as their
      ownership of the Company immediately prior to such sale or (B) the
      approval by stockholders of the Company of any plan or proposal for the
      liquidation or dissolution of the Company;
or




(iv)
            the
      members of the Board at the beginning of any consecutive 24-calendar-month
      period (the “Incumbent Directors ”) cease for any reason other than due to
      death to constitute at least a majority of the members of the Board;
      provided that any director whose election, or nomination for election by
      the Company’s stockholders, was approved by a vote of at least a majority
      of the members of the Board then still in office who were members of the
      Board at the beginning of such 24-calendar-month period, shall be deemed
      to be an Incumbent Director.




7. Other
Provisions.





7.1 Severability. The
Executive acknowledges and agrees that (i) he has had an opportunity to seek
advice of counsel in connection with this Agreement and (ii) the Restrictive
Covenants are reasonable in geographical and temporal scope and in all other
respects. If it is determined that any of the provisions of this Agreement,
including, without limitation, any of the Restrictive Covenants, or any part
thereof, is invalid or unenforceable, the remainder of the provisions of this
Agreement shall not thereby be affected and shall be given full effect, without
regard to the invalid portions.





7.2 Duration and Scope of
Covenants. If any court or other decision-maker of competent jurisdiction
determines that any of the Executive’s covenants contained in this Agreement,
including, without limitation, any of the Restrictive Covenants, or any part
thereof, is unenforceable because of the duration or geographical scope of such
provision, then, after such determination has become final and unappealable, the
duration or scope of such provision, as the case may be, shall be reduced so
that such provision becomes enforceable and, in its reduced form, such provision
shall then be enforceable and shall be enforced.





7.3 Enforceability;
Jurisdiction; Arbitration.





(a) The
Company and the Executive intend to and hereby confer jurisdiction to enforce
the Restrictive Covenants set forth in Section 6 upon the courts of any
jurisdiction within the geographical scope of the Restrictive Covenants. If the
courts of any one or more of such jurisdictions hold the Restrictive Covenants
wholly unenforceable by reason of breadth of scope or otherwise it is the
intention of the Company and the Executive that such determination not bar or in
any way affect the Company’s right, or the right of any of its affiliates, to
the relief provided above in the courts of any other jurisdiction within the
geographical scope of such Restrictive Covenants, as to breaches of such
Restrictive Covenants in such other respective jurisdictions, such Restrictive
Covenants as they relate to each jurisdiction’s being, for this purpose,
severable, diverse and independent covenants, subject, where appropriate, to the
doctrine of res judicata.





(b) Any
controversy or claim arising out of or relating to this Agreement or the breach
of this Agreement (other than a controversy or claim arising under Section 6, to
the extent necessary for the Company (or its affiliates, where applicable) to
avail itself of the rights and remedies referred to in Section 6.2) that is not
resolved by the Executive and the Company (or its affiliates, where applicable)
shall be submitted to arbitration in Vero Beach or Palm Beach, Florida in
accordance with Florida law and the procedures of the American Arbitration
Association.  The determination of the arbitrator(s) shall be
conclusive and binding on the Company (or its affiliates, where applicable) and
the Executive and judgment may be entered on the arbitrator(s)’ award in any
court having jurisdiction.





7.4 Indemnification and
Insurance. The Company agrees to indemnify (in addition to any other
indemnification provided to the Executive under any separate agreement or the
by-laws of the Company) the Executive to the fullest extent permitted by
applicable law, as the same exists and may hereafter be amended, from and
against any and all losses, damages, claims, liabilities and expenses
(collectively, “Damages”) asserted against, or incurred or suffered by, the
Executive (including the costs and expenses of legal counsel retained by the
Company to defend the Executive (which, for the avoidance of doubt, shall be
reputable counsel separate from the Company’s counsel if the Company’s counsel
is by virtue of a conflict of interest unable to represent the Executive) and
judgments, fines and amounts paid in settlement actually and reasonably incurred
by or imposed on such indemnified party) with respect to any action, suit or
proceeding (which, for the avoidance of doubt, shall include official
governmental formal or informal investigations that may give rise to future
potential proceeding), whether civil, criminal, administrative or investigative
in which the Executive is made a party or threatened to be made a party (which
for the avoidance of doubt, shall include the Executive’s good faith belief that
the Executive could reasonably expect to be made a party), either with regard to
his entering into this Agreement or in his capacity as an officer or director,
or former officer or director, of the Company or any affiliate thereof for which
he may serve in such capacity; provided, however, that in no event shall the
Company be obligated to indemnify the Executive for Damages to the extent such
Damages arose from Executive’s fraud, misappropriation, embezzlement, willful or
gross negligence or willful misconduct.  Such indemnification shall
continue after the Executive is no longer employed by the Company and shall
inure to the benefit of his heirs, executors, and administrators.  The
Company also agrees to attempt to secure and maintain reasonable officers and
directors liability insurance at reasonable rates, before or within a reasonable
time after the date hereof, providing coverage for Executive (and, if such
coverage has been provided for any other senior executive, shall procure such
coverage for the Executive on comparable terms), which coverage would continue
after termination of employment for a reasonable time (but in no event for a
shorter time than is applicable to any other similarly situated senior executive
of the Company).





7.5 Notices. Any notice
or other communication required or permitted hereunder shall be in writing and
shall be delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered or express mail, postage prepaid.
Any such notice shall be deemed given when so delivered personally, telegraphed,
telexed or sent by facsimile transmission or, if mailed, five days after the
date of deposit in the United States mails as follows:





(i) If to
the Company, to:





Opteum
Inc.


3305
Flamingo Drive


Vero
Beach, Florida 32963


Attention:
Chief Executive Officer





with a
copy to:





Clifford
Chance US LLP


31 West
52nd Street


New York,
New York 10019-6131


Attention:
Robert E. King, Jr.





(ii) If
to the Executive, to the address set forth on the signature page
hereof.





Any such
person may by notice given in accordance with this Section 7.5 to the other
parties hereto designate another address or person for receipt by such person of
notices hereunder.





7.6 Entire Agreement.
This Agreement contains the entire agreement between the Company and the
Executive with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.





7.7 Waivers and
Amendments. This Agreement may be amended, superseded, canceled, renewed
or extended, and the terms hereof may be waived, only by a written instrument
signed by the Company and the Executive or, in the case of a waiver, by the
party waiving compliance. No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any such right, power or privilege nor
any single or partial exercise of any such right, power or privilege, preclude
any other or further exercise thereof or the exercise of any other such right,
power or privilege.





7.8 GOVERNING LAW. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF FLORIDA WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH
COULD OTHERWISE RESULT IN THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER
THAN THE STATE OF FLORIDA.





7.9 Assignment. This
Agreement, and the Executive’s rights and obligations hereunder, may not be
assigned by the Executive; any purported assignment by the Executive in
violation hereof shall be null and void. In the event of any sale, transfer or
other disposition of all or substantially all of the Company’s assets or
business, whether by merger, consolidation or otherwise, the Company may assign
this Agreement and its rights hereunder.





7.10
Withholding.
The Company shall be entitled to withhold from any payments or deemed payments
any amount of tax withholding it determines to be required by applicable
law.





7.11
Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors, permitted assigns, heirs, executors and legal
representatives.





7.12
Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original but all such
counterparts together shall constitute one and the same instrument. Each
counterpart may consist of two copies hereof each signed by one of the parties
hereto.





7.13
Survival.
Anything contained in this Agreement to the contrary notwithstanding, the
provisions of Sections 6, 7.3, 7.4 and 7.10, and the other provisions of this
Section 7 (to the extent necessary to effectuate the survival of Sections 6,
7.3, 7.4 and 7.10), shall survive termination of this Agreement and any
termination of the Executive’s employment hereunder.





7.14
Existing
Agreements. The Executive represents to the Company that he is not
subject or a party to any employment or consulting agreement, non-competition
covenant or other agreement, covenant or understanding which would reasonably be
expected to prohibit him from executing this Agreement or limit his ability to
fulfill his responsibilities hereunder.





7.15
Headings. The
headings in this Agreement are for reference only and shall not affect the
interpretation of this Agreement.





IN
WITNESS WHEREOF, the parties hereto have signed their names as of the day and
year first above written.





OPTEUM
INC.





By: /s/ Jeffrey J.
Zimmer


Name:
Jeffrey J. Zimmer


Title:
Chief Executive Officer











/s/ J. Christopher
Clifton_____


J.
Christopher Clifton














NYA
      780971.14