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EXHIBIT 2.7

                                MERGER AGREEMENT

      This Merger Agreement (the "Agreement") is made and entered into as of the
17th day of December, 2001 by and among Origen Financial, Inc., a Virginia
corporation ("Origen"), Origen Manufactured Home Financial, Inc., a Virginia
corporation ("Origen MHF"), Dynex Insurance Agency, Inc., a Virginia corporation
("Origen Insurance," and together with Origen MHF, the "Origen Subsidiaries"),
Bingham Financial Services Corporation, a Michigan corporation ("Bingham"),
Origen Financial L.L.C., a Delaware limited liability company (the "Company"),
Origen Manufactured Home Financial, L.L.C., a Delaware limited liability company
("Company MHF"), and Origen Insurance Agency, L.L.C., a Virginia limited
liability company ("Company Insurance," and together with Company MHF, the
"Company Subsidiaries").

                                    RECITALS

      A. Origen originates and services MH Loans, Land/Home loans and Floorplan
Loans (the "Origen Business", and together with the Origen MHF Business and the
Origen Insurance Business, the "Business").

      B. Bingham is the owner of all of the issued and outstanding shares of the
capital stock (the "Origen Stock") of Origen.

      C. Origen is the owner of all of the issued and outstanding shares of the
capital stock (the "Origen MHF Stock") of Origen MHF and all of the issued and
outstanding shares of the capital stock (the "Origen Insurance Stock") of Origen
Insurance.

      D. The Parties wish to cause the following mergers to occur upon
compliance with the applicable provision (the "Delaware Statute") of the laws of
the State of Delaware and the applicable provisions (the "Virginia Statute") of
the laws of the State of Virginia: (i) the merger of Origen into the Company
with the Company being the surviving entity (the "Company Merger"); (ii) the
merger of Origen MHF into Company MHF with Company MHF being the surviving
entity (the "MHF Merger"); and (iii) the merger of Origen Insurance into Company
Insurance with Company Insurance being the surviving entity (the "Insurance
Merger," and together with the Company Merger and the MHF Merger, the
"Mergers").

      E. The Mergers are all subject to the terms and conditions of this
Agreement and the Limited Liability Company Agreement.

      NOW, THEREFORE, for and in consideration of the foregoing Recitals, the
mutual covenants and undertakings set forth below and other good and valuable
consideration, the receipt and adequacy of which are acknowledged, the Parties
agree as follows:

1.    CERTAIN DEFINITIONS. For purposes of this Agreement, the following
      capitalized terms shall have the following meanings (other capitalized
      terms may be defined elsewhere in this Agreement):

      1.1.  Affiliate of a person or entity means a person or entity that
            directly or indirectly through one or more intermediaries, controls,
            is controlled by, or is under common control with, the first person
            or entity.

      1.2.  Assets means all of the assets and properties used in connection
            with or related to the Business, whether known or unknown, tangible
            or intangible, real or personal,
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            wherever situated, owned by Bingham or any of the Origen Entities or
            in which any of the Origen Entities has any right, title or
            interest. The Assets include, without limitation, the following:

            (a)   All cash and cash equivalents of the Business;

            (b)   All furniture, fixtures and other fixed assets used in
                  connection with or related to the Business, including, without
                  limitation, the assets listed on the attached Schedule 1.2(b);

            (c)   All goodwill and all other intangible assets associated with
                  the Business;

            (d)   All patents, patent applications, trademarks, trademark
                  applications and registrations, trade names, service marks,
                  service names, copyrights, copyright applications and
                  registrations, commercial and technical trade secrets,
                  engineering, production and other designs, drawings,
                  specifications, formulae, technology, computer and electronic
                  data processing programs and software, inventions, processes,
                  know-how, confidential information, corporate and assumed
                  names, and other proprietary property rights and interests
                  used in connection with the operation of or related to the
                  Business, including, without limitation, the items set forth
                  on the attached Schedule 1.2(d) (collectively, the
                  "Intellectual Property");

            (e)   All sales and business records, all corporate records,
                  personnel records of the Origen Entities' employees, credit
                  records of Origen's customers, customer lists, advertising and
                  promotional materials and all other books and records of every
                  kind and nature used in connection with or related to the
                  Business;

            (f)   All equipment, machinery, office equipment and vehicles used
                  in connection with the Business, including, without
                  limitation, the assets listed on the attached Schedule 1.2(f);

            (g)   All written personal property leases entered into by any of
                  the Origen Entities (the "Personal Property Leases"), a
                  complete list of which, together with a list of the assets
                  subject to such leases, is set forth on the attached Schedule
                  1.2(g);

            (h)   All oral or written contracts and agreements, other than the
                  Personal Property Leases, entered into by any of the Origen
                  Entities, including, without limitation, all contracts with
                  dealers from whom MH Loans and Land/Home Loans have been or
                  may hereafter be purchased by any of the Origen Entities, as
                  well as all servicing agreements and all license agreements,
                  sublicense agreements, extended warranty service agreements
                  and other contracts relating to software licensed by any of
                  the Origen Entities (the "General Contracts"). The attached
                  Schedule 1.2(h) contains a complete list of General Contracts,
                  other than (i) dealer contracts that do not have terms
                  materially different from the terms set forth in the form
                  dealer contracts Origen has previously provided the Company,
                  and (ii) contracts terminable by an Origen Entity upon 30 days
                  or less notice,


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<PAGE>
                  with a current maturity of less than one year and requiring
                  payments of less than $10,000 per year.

            (i)   All transferable licenses, permits and authorizations held by
                  any of the Origen Entities in connection with, or issued for
                  the benefit of, the Business or the Assets, including, without
                  limitation, those described on the attached Schedule 1.2(i)
                  which are identified as transferable with an asterisk;

            (j)   All third party warranties and claims for warranties relating
                  to Business, the Assets or the Leased Personal Property,
                  including, without limitation, those set forth on the attached
                  Schedule 1.2(j);

            (k)   All leases and subleases for all land, buildings and
                  improvements leased by any of the Origen Entities in
                  connection with the Business, as described on the attached
                  Schedule 1.2(k) (the "Real Property Leases");

            (l)   All options any of the Origen Entities may have to purchase
                  any real property, as described on the attached Schedule
                  1.2(l);

            (m)   All of the accounts receivable of the Origen Entities;

            (n)   All claims and rights concerning any litigation in which any
                  of the Origen Entities is a claimant;

            (o)   All right, title and interest of any of the Origen Entities in
                  the Loans and the Loan Documents.

      1.3.  Assumed Liabilities means all of the debts, liabilities and
            obligations of the Origen Entities and the Business, including any
            liability of Bingham related to the Business and all intercompany
            debt and obligations owing from any of the Origen Entities to
            Bingham or any of its Affiliates, other than the Excluded
            Liabilities.

      1.4.  Attendant Documents has the meaning set forth in Section 4.1 below.

      1.5.  Bingham Parties has the meaning set forth in Section 9.2 below.

      1.6.  Board of Managers means the Company's Board of Managers as
            constituted pursuant to the Limited Liability Company Agreement.

      1.7.  Business has the meaning set forth in the Recitals to this
            Agreement.

      1.8.  Closing has the meaning set forth in Section 8.1 below.

      1.9.  Closing Date has the meaning set forth in Section 8.1 below.

      1.10. Closing Deadline the meaning set forth in Section 8.1 below.

      1.11. COBRA means the Consolidated Omnibus Budget Reconciliation Act of
            1985, as amended.

      1.12. Code has the meaning set forth in Section 4.16 below.


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      1.13. Company has the meaning set forth in the preamble to this Agreement.

      1.14. Company Effective Date means the date that the Company Merger
            becomes effective which will be the later of (a) the date that a
            certificate of merger covering the Company Merger is filed with the
            Secretary of State of Delaware and (b) the date a certificate of
            merger covering the Company Merger is filed with the Virginia State
            Corporation Commission.

      1.15. Company Entities means the Company and the Company Subsidiaries
            collectively, and Company Entity means any one of the Company
            Entities.

      1.16. Company Merger has the meaning set forth in the Recitals to this
            Agreement.

      1.17. Company Parties has the meaning set forth in Section 9.1 below.

      1.18. Company Subsidiaries has the meaning set forth in the preamble to
            this Agreement.

      1.19. Continued Employees has the meaning set forth in Section 6.9(a)
            below.

      1.20. Contracts means all of the General Contracts and the Personal
            Property Leases.

      1.21. Covenant has the meaning set forth in Section 8.2(b) below.

      1.22. Customary Loan Origination Practices means those practices,
            policies, requirements and standards generally and customarily
            applied and followed by each of Origen and Origen MHF as a prudent
            lender in connection with the origination of Loans conforming to the
            Underwriting Guidelines, and which are in all material respects
            legal and proper in the consumer loan origination business and in
            material compliance with the requirements of federal and state laws,
            rules and regulations applicable to each Loan, including without
            limitation and as applicable, truth-in-lending, real estate
            settlement procedures, consumer credit protection, equal credit
            opportunity and disclosure laws.

      1.23. Delaware Statute has the meaning set forth in the Recitals to this
            Agreement.

      1.24. Effective Dates means collectively the Company Effective Date, the
            MHF Effective Date and the Insurance Effective Date, and the
            Effective Date means the last of the Effective Dates to occur.

      1.25. Employee Benefit Plan has the meaning set forth in Section 4.16(c)
            below.

      1.26. Employees has the meaning set forth in Section 4.14 below.

      1.27. Employment Agreements has the meaning set forth in Section 7.1(n)
            below.

      1.28. Environmental Laws has the meaning set forth in Section 4.20(b)
            below.

      1.29. ERISA has the meaning set forth in Section 4.16 below.


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      1.30. Excluded Assets means those assets of Origen which after the Closing
            Origen must continue to own in order to originate Loans, service
            Loans, and retain its right to service Loans that are being serviced
            prior to the Closing.

      1.31. Excluded Liabilities means:

            (a)   any liability or obligation of any Origen Entity or Bingham
                  for any violation of the Environmental Laws arising from the
                  operation of the Business prior to the Closing Date,
                  including, without limitation, any fine or penalty arising
                  from any permit violations;

            (b)   any liability or obligation relating, in any way, to any
                  action, suit, investigation or proceeding pending or
                  threatened prior to the Closing Date (and in the case of
                  Bingham and Origen pending or threatened prior to the
                  Effective Date) against any of Bingham, the Origen Entities,
                  the Business, the Assets or the Leased Personal Property, at
                  law or in equity, before any federal, state, municipal or
                  other governmental department, commission, board, agency,
                  court or instrumentality, including, without limitation, those
                  identified on the attached Schedule 4.12;

            (c)   any liability or obligation of any of the Origen Entities or
                  Bingham relating, in any way, to Taxes arising from income
                  generated or events occurring prior to the Closing, or in the
                  case of Bingham and Origen, prior to the Closing Date;

            (d)   any and all brokerage fees payable by Origen or Bingham in
                  connection with this Agreement and the transactions it
                  contemplates; and

            (e)   The obligations and liabilities of any Origen Entity and/or
                  Bingham arising under this Agreement.

      1.32. Financial Statements has the meaning set forth in Section 4.17
            below.

      1.33. Floorplan Loans means the floorplan loans which have been originated
            by Origen or Origen MHF, as specifically identified on the attached
            Schedule 1.33.

      1.34. Former Employees has the meaning set forth in Section 4.15(a) below.

      1.35. GAAP means generally accepted accounting principles, consistently
            applied.

      1.36. General Contracts has the meaning set forth in Section 1.2(h) above.

      1.37. Hazardous Materials has the meaning set forth in Section 4.20(a)(ii)
            below.

      1.38. Insurance Effective Date means the date that the Insurance Merger
            becomes effective which will be the date a certificate of merger
            covering the Insurance Merger is filed with the Virginia State
            Corporation Commission.

      1.39. Insurance Merger has the meaning set forth in the Recitals to this
            Agreement.

      1.40. Intellectual Property has the meaning set forth in Section 1.2(d)
            above.


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      1.41. Investment Agreement means that Investment Agreement dated July 20,
            2001 by and among Bingham, SUI TRS, Inc., the Shiffman Family LLC
            and Woodward Holding, LLC, as the same has been and may be amended.

      1.42. Knowledge, as it relates to Origen, Bingham or any of their
            Affiliates, means the actual knowledge of each of the individuals on
            the attached Schedule 1.42.

      1.43. Land/Home Contract means a fully amortizing installment loan
            agreement, retail installment sales contract or secured promissory
            note, and the related mortgage, deed of trust or security agreement,
            as may be applicable in the relevant jurisdiction and customarily
            used in that context, executed by an obligor and evidencing
            indebtedness originated in connection with Land/Home Loan financing.

      1.44. Land/Home Loan means an MH Loan made under a Land/Home Contract,
            secured by a mortgage on the obligor's real property and the
            Manufactured Home permanently affixed to it.

      1.45. Leased Personal Property has the meaning set forth in Section 4.5
            below.

      1.46. Leased Property has the meaning set forth in Section 4.5 below.

      1.47. Leased Real Property has the meaning set forth in Section 4.8 below.

      1.48. Licenses has the meaning set forth in Section 4.6(a) below.

      1.49. Liens has the meaning set forth in Section 4.10 below.

      1.50. Limited Liability Company Agreement means the Limited Liability
            Company Agreement of the Company as it may be amended from time to
            time.

      1.51. Loan Documents means the documents required for each Loan in
            accordance with the Underwriting Guidelines and the Customary Loan
            Origination Practices, together with any additional documents and
            information delivered to Origen or Origen MHF in connection with the
            origination of a Loan.

      1.52. Loans means any one or more of the MH Loans, the Floorplan Loans,
            the Land/Home Loans originated by Origen or Origen MHF, or the Home
            Equity Loans.

      1.53. Manufactured Home means a unit of new or used manufactured
            residential housing consisting of a pre-fabricated manufactured unit
            affixed to a permanent foundation, or a mobile home (including all
            add-ons, attachments, improvements and accessions) which meets the
            requirements of Section 25(e)(10) of the Code, as amended. The term
            Manufactured Home includes each borrower's interest in each
            Manufactured Home and all improvements thereon, accessions and
            additions thereto, including all personal property used or useable
            in connection therewith, together with all rights pertaining thereto

      1.54. Material Adverse Effect means a material adverse effect on the
            Origen Entities, the Business, the Assets, the Leased Property and
            the Loans, taken as a whole.


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      1.55. Mergers has the meaning set forth in the Recitals to this Agreement.

      1.56. Merger Certificates has the meaning set forth in Section 8.2(a)
            below.

      1.57. MH Contract means a fully amortizing installment loan agreement,
            retail installment sales contract or secured promissory note and
            security agreement, as may be applicable in the relevant
            jurisdiction and customarily used in that context, executed by an
            obligor and evidencing indebtedness originated in connection with
            the financing of a Manufactured Home.

      1.58. MH Loan means a loan originated under an MH Contract, secured by a
            first lien on the obligor's Manufactured Home, but not by real
            property.

      1.59. MHF Effective Date means the date that the MHF Merger becomes
            effective which will be the later of (a) the date that a certificate
            of merger covering the MHF Merger is filed with the Secretary of
            State of Delaware and (b) the date a certificate of merger covering
            the MHF Merger is filed with the Virginia State Corporation
            Commission.

      1.60. MHF Merger has the meaning set forth in the Recitals to this
            Agreement.

      1.61. Missing Adjustments/Footnotes has the meaning set forth in Section
            4.7 below.

      1.62. Most Recent Balance Sheet has the meaning set forth in Section 4.17
            below.

      1.63. Origen has the meaning set forth in the preamble to this Agreement.

      1.64. Origen Business has the meaning set forth in the Recitals to this
            Agreement.

      1.65. Origen Entities means Origen and the Origen Subsidiaries,
            collectively and Origen Entity means any one of the Origen Entities.

      1.66. Origen Insurance has the meaning set forth in the Recitals to this
            Agreement.

      1.67. Origen Insurance Business means Origen Insurance's Business of
            providing, as agent, various insurance products to customers of
            Origen and Origen MHF.

      1.68. Origen Insurance Stock has the meaning set forth in the Recitals to
            this Agreement.

      1.69. Origen MHF has the meaning set forth in the Recitals to this
            Agreement.

      1.70. Origen MHF Business means Origen MHF's business of originating MH
            Loans, Land/Home Loans and Floorplan Loans to Alabama and Texas
            residents.

      1.71. Origen MHF Stock has the meaning set forth in the Recitals to this
            Agreement.

      1.72. Origen Properties has the meaning set forth in Section 4.20(a)
            below.

      1.73. Origen Stock has the meaning set forth in the Recitals to this
            Agreement.


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      1.74. Parties means Bingham, the Origen Entities and the Company Entities
            collectively, and Party means any one of the Parties.

      1.75. Permitted Liens mean all Liens that are (a) disclosed in any title
            reports, opinions, or insurance binders delivered or made available
            to the Company prior to the execution of this Agreement, (b) for
            taxes not delinquent, or being contested in good faith; (c) not
            delinquent and are created by statute in connection with workers'
            compensation, unemployment insurance, social security and similar
            statutory obligations; (d) rights of parties lawfully in possession
            of the applicable party, and (e) any other defect, exception to
            title, or easement or claim of easement which in all cases does not
            materially impair the use, operation or value of the property to
            which it relates, in each case as are set forth on the attached
            Schedule 1.75.

      1.76. Personal Property Leases has the meaning set forth in Section 1.2(g)
            above.

      1.77. Pledge Agreement has the meaning set forth in Section 9.9 below.

      1.78. Post Closing Agreement has the meaning set forth in Section 7.1(f)
            below.

      1.79. Related Expenses has the meaning set forth in Section 9.1(e) below.

      1.80. Subsequent Financial Statements has the meaning set forth in Section
            4.17 below.

      1.81. Tax means any federal, state, province, local, or foreign income,
            gross receipts, license, payroll, employment, excise, severance,
            stamp, occupation, premium, windfall profits, environmental, customs
            duties, capital stock, franchise, profits, withholding, social
            security (or similar), unemployment, disability, real property,
            personal property, sales, use, transfer, registration, value added,
            alternative or add-on minimum, estimated, or other tax of any kind
            whatsoever, including any interest, penalty, or addition thereto,
            whether disputed or not.

      1.82. Tax Return means any return, declaration, report, claim for refund,
            or information return or statement relating to Taxes, including any
            schedule or attachment thereto, and including any amendment thereof.

      1.83. Third Party Claim has the meaning set forth in Section 9.1(d) below.

      1.84. 2000 Financial Statements has the meaning set forth in Section 4.17
            below.

      1.85. Underwriting Guidelines means the Origen Financial, Inc. Guidelines
            for Underwriting Loans in effect at the time each of the applicable
            Loans were underwritten. For purposes of this Agreement, the term
            "Underwriting Guidelines" shall include Portal, Origen's credit
            scoring model.

      1.86. Virginia Statute has the meaning set forth in the Recitals to this
            Agreement.

2.    MERGERS.

      2.1.  Company Merger. Upon compliance with the applicable provisions of
            the Delaware Statute and the Virginia Statute, on the Company
            Effective Date, Origen will be merged with and into the Company.
            Upon the Company Merger, the separate existence of Origen will cease
            and the Company will continue to exist as


                                       8
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            the surviving entity. The Company will succeed to and possess all of
            the property (real, personal and mixed), rights, privileges,
            immunities, powers, purposes and franchises, and will be subject to
            all the obligations, restrictions and liabilities, of Origen, all
            without further act or deed and all as more fully set forth in the
            Delaware Statute and the Virginia Statute.

      2.2.  MHF Merger. Upon compliance with applicable provisions of the
            Delaware Statute and the Virginia Statute, on the MHF Effective
            Date, Origen MHF will be merged with and into Company MHF. Upon the
            MHF Merger, the separate existence of Origen MHF will cease and
            Company MHF will continue to exist as the surviving entity. Company
            MHF will succeed to and possess all the property (real, personal and
            mixed), rights, privileges, immunities, powers, purposes and
            franchises, and will be subject to all the obligations, restrictions
            and liabilities, of Origen MHF, all without further act or deed, and
            all as more fully set forth under the Delaware Statute and the
            Virginia Statute.

      2.3.  Insurance Merger. Upon compliance with applicable provisions of the
            Virginia Statute, on the Insurance Effective Date, Origen Insurance
            will be merged with and into Company Insurance. Upon the Insurance
            Merger, the separate existence of Origen Insurance will cease and
            Company Insurance will continue to exist as the surviving entity.
            Company Insurance will succeed to and possess all the property
            (real, personal and mixed), rights, privileges, immunities, powers,
            purposes and franchises, and will be subject to all the obligations,
            restrictions and liabilities, of Origen Insurance, all without
            further act or deed, and all as more fully set forth under the
            Virginia Statute.

3.    PROVISIONS OF PLANS OF MERGER.

      3.1.  Governing Documents. The certificates of formation, articles of
            organization, limited liability company agreements and operating
            agreements, as applicable, of the Company, Company MHF and Company
            Insurance, in effect immediately before the Mergers, will continue
            in full force and effect after the Mergers until amended as provided
            by law or in accordance with their respective terms.

      3.2.  Conversion of Security on Mergers.

            (a)   On the Company Effective Date, all of the outstanding Origen
                  Stock, including treasury stock, will be cancelled and all of
                  the outstanding Origen Stock will be exchanged for 200,000
                  Series A Units of membership interest in the Company.
                  Immediately upon the Company Merger becoming effective, the
                  equity interest of the shareholder of Origen, as shareholder
                  of Origen, will be extinguished and the shareholder's sole
                  right will be to receive the consideration described in this
                  section.

            (b)   On the MHF Effective Date, all of the outstanding Origen MHF
                  Stock, including treasury stock, will be cancelled all of and
                  the outstanding Origen MHF Stock will be exchanged for a 100%
                  membership interest in Company MHF. Immediately upon the MHF
                  Merger becoming effective, the equity interest of the
                  shareholder of Origen MHF, as shareholder of Origen MHF, will
                  be extinguished and the shareholder's sole right will be to
                  receive the consideration described in this section.


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<PAGE>
            (c)   On the Insurance Effective Date, all of the outstanding Origen
                  Insurance Stock, including treasury stock, will be cancelled
                  and all of the outstanding Origen Insurance Stock will be
                  exchanged for a 100% membership interest in Company Insurance.
                  Immediately upon the Insurance Merger becoming effective, the
                  equity interest of the shareholder of Origen Insurance, as
                  shareholder of Origen Insurance, will be extinguished and the
                  shareholder's sole right will be to receive the consideration
                  described in this section.

      3.3.  MANAGEMENT.

            (a)   The officers and the Board of Managers of the Company
                  immediately before the Company Merger will be the initial
                  officers and Board of Managers of the Company after the
                  Merger, in each case until their successors are duly elected
                  or appointed and qualified pursuant to the Limited Liability
                  Company Agreement.

            (b)   The manager of Company MHF immediately before the MHF Merger
                  will be the initial manager of Company MHF after the MHF
                  Merger until his successor is duly elected or appointed and
                  qualified pursuant to the limited liability company agreement
                  governing Company MHF.

            (c)   The manager of Company Insurance immediately before the
                  Insurance Merger will be the initial manager of Company
                  Insurance after the Insurance Merger until his successor is
                  duly elected or appointed and qualified pursuant to the
                  limited liability company agreement or operating agreement
                  governing Company Insurance.

4.    REPRESENTATIONS AND WARRANTIES OF ORIGEN AND BINGHAM. Origen and Bingham,
      jointly and severally, represent, warrant and covenant the following to
      the Company, as of the date of this Agreement, as of the Closing Date,
      and, where applicable, in the case of Bingham and Origen, as of the
      Effective Date, with the knowledge and expectation that, in agreeing to
      enter into this Agreement, the Company is completely relying on, and in
      connection with the consummation of the transactions contemplated in this
      Agreement, will completely rely on, such representations, warranties and
      covenants:

      4.1.  Good Standing and Authority.

            (a)   Each of Origen, Origen MHF and Origen Insurance is a
                  corporation duly organized, validly existing and in good
                  standing under the laws of the Commonwealth of Virginia. Each
                  Origen Entity is duly qualified to do business as a foreign
                  corporation and is in good standing in each jurisdiction in
                  which it is required to be so qualified, except where the
                  failure to be so qualified would not have a Material Adverse
                  Effect. Each of Origen and Origen MHF is and has at all times
                  it held Loans been duly licensed and qualified in any state
                  where the related collateral is or was located if the laws of
                  that state require licensing or qualification in order to
                  conduct business of the type conducted therein by Origen or
                  Origen MHF, as the case may be, except where the failure to be
                  so licensed or qualified would not have a Material Adverse
                  Effect. Each such jurisdiction is listed on the attached
                  Schedule 4.1. Each Origen Entity has all requisite corporate
                  power and authority to enter into this Agreement and any and
                  all documents contemplated in this Agreement (the "Attendant
                  Documents")


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<PAGE>
                  to which it is a party and to consummate the transactions
                  contemplated in this Agreement and the Attendant Documents.
                  This Agreement and all of the Attendant Documents to which an
                  Origen Entity is or will be a party, and the consummation of
                  the transactions contemplated in this Agreement and the
                  Attendant Documents, have been, or before the Closing Date
                  will be, duly authorized and approved by each Origen Entity's
                  board of directors and sole shareholder and all other
                  necessary and proper corporate action on the part of each
                  Origen Entity, in accordance with applicable law and its
                  charter and bylaws. This Agreement, and all of the Attendant
                  Documents to which an Origen Entity is a party, when executed
                  and delivered, will constitute legal, valid and binding
                  obligations of such Origen Entity enforceable against it in
                  accordance with their respective terms.

            (b)   Bingham is a corporation duly organized, validly existing and
                  in good standing under the laws of the State of Michigan.
                  Bingham has all requisite power and authority to enter into
                  this Agreement and the Attendant Documents to which it is a
                  party and to consummate the transactions contemplated in this
                  Agreement and the Attendant Documents to which it is a party.
                  This Agreement and all of the Attendant Documents to which
                  Bingham is or will be a party, and the consummation of the
                  transactions contemplated in this Agreement, have been, or
                  before the Closing Date will be, duly authorized and approved
                  by Bingham's board of directors and shareholders and all other
                  necessary and proper corporate action on the part of Bingham,
                  in accordance with applicable law and Bingham's charter and
                  bylaws. This Agreement, and all of the Attendant Documents to
                  which Bingham is or will be a party, when executed and
                  delivered, will constitute legal, valid and binding
                  obligations of Bingham enforceable against it in accordance
                  with their respective terms.

      4.2.  Assets. The Assets, together with the Leased Property, constitute
            all of the assets used in connection with, and are all of the assets
            that are necessary for, the operation of the Business. The attached
            Schedule 1.2(b) contains a true and complete list of all material
            furniture, fixtures and fixed assets used in connection with the
            operation of the Business, other than the Leased Personal Property.
            The attached Schedule 1.2(f) contains a true and complete list of
            all material equipment used in connection with the operation of the
            Business, other than the Leased Personal Property.

      4.3.  Intellectual Property. The attached Schedule 1.2(d) contains a true
            and complete list of all Intellectual Property that is used in any
            material manner or held for use in connection with the operation of,
            or which is related in any material manner to, the Business. Except
            as set forth on the attached Schedule 4.3, Origen and the Origen
            Subsidiaries have the complete and unrestricted right to use and
            own, has good and marketable title to and has the exclusive right to
            assign its entire right, title and interest in and to all of the
            Intellectual Property, and each item of the Intellectual Property is
            in full force and effect. The items comprising the Intellectual
            Property are the only proprietary property used or necessary in
            connection with the Business as presently or historically conducted.
            Except as set forth on the attached Schedule 4.3, there has been no
            infringement, misappropriation or misuse of any of the Intellectual
            Property or any other proprietary information related to the
            Business. To the Knowledge of Bingham and Origen, there is no claim
            (or basis for a claim) against any Origen Entity or


                                       11
<PAGE>
            Bingham that any of such companies has infringed or is infringing on
            any patent, trademark, trade name, copyright or other proprietary or
            intellectual property right of any third party or that any of such
            companies is illegally using the trade secrets or property rights of
            any third party.

      4.4.  Contracts. The attached Schedules 1.2(g) and 1.2(h) identifies all
            of the Contracts, true and complete copies of all of which have been
            delivered to the Company. Except as set forth on the attached
            Schedule 4.4, all of the Contracts were entered into in the ordinary
            course of business. Except as set forth on the attached Schedule
            4.4, (a) each applicable Origen Entity has complied in all material
            respects with the provisions of each Contract and is not in default
            under any Contract, and (b) to the Knowledge of Origen and Bingham,
            no party to any Contract has failed to comply in any material
            respect with, or is in default under, the provisions of any
            Contract.

      4.5.  Leased Assets. The attached Schedule 1.2(g) contains a true and
            complete list of all personal property covered under the Personal
            Property Leases (collectively, "Leased Personal Property", and
            together with the Leased Real Property, "Leased Property"). The
            Origen Entities are the exclusive users of all of the Leased
            Personal Property and all of the Leased Personal Property is located
            at the Leased Real Property. Except for the Leased Personal
            Property, there is no personal property which is leased and which is
            used in connection with the operation of the Business.

      4.6.  Permits and Licenses.

            (a)   The attached Schedule 1.2(i) lists all governmental
                  franchises, permits, licenses or other authorizations held by
                  the Origen Entities in connection with the Business, the
                  Assets or the Leased Property ("Licenses"), true and complete
                  copies of all of which have been delivered to the Company.
                  Except as set forth on the attached Schedule 4.6(a), all of
                  the Licenses are in full force and effect. Except as set forth
                  on the attached Schedule 4.6(a), and except where the failure
                  to obtain any such permit, license, franchise or other
                  authorization would not have a Material Adverse Effect, the
                  Origen Entities have obtained all permits, licenses,
                  franchises and other authorizations necessary or desirable
                  with respect to, and have complied in all material respects
                  with all laws applicable to, the operation of the Business,
                  the ownership of the Assets or the lease of the Leased
                  Property, and none of the Origen Entities has engaged in any
                  activity which would cause revocation or suspension of any
                  such permit, license, franchise or authorization. Except as
                  set forth on the attached Schedule 4.6(a), no action or
                  proceeding looking to or contemplating the revocation or
                  suspension of any such permits, licenses, franchises or
                  authorizations is pending or, to the Knowledge of Origen or
                  Bingham, threatened.

            (b)   Each of Origen and Origen MHF is licensed for the conduct of
                  its respective business of mortgage lending, indirect consumer
                  lending, direct (retail) consumer lending and loan servicing
                  in each of those states listed in the attached Schedule
                  4.6(b), subject to the limitations or comments contained in
                  Schedule 4.6(b). Origen is an approved FNMA
                  Originator/Servicer, under FNMA license number 24250-000-8.
                  Origen has been approved as an Investing Mortgagee by the
                  Federal Housing Administration of the U.S. Department of
                  Housing and Urban


                                       12
<PAGE>
                  Development. Neither Origen nor Origen MHF (i) is in breach of
                  any contract for the sale or servicing of mortgage loans or
                  mortgage loan servicing rights or for the servicing of
                  mortgage loans to which it is a party; or (ii) is a party to
                  or has received notice that it is to be made a party to any
                  legal or regulatory action by any state or federal agency or
                  any private party, the adverse outcome of which might have a
                  Material Adverse Effect.

      4.7.  Real Property Owned. No Origen Entity owns any real property, nor
            has any Origen Entity ever owned any real property. No Origen Entity
            is a party to any agreement pursuant to which it is obligated to
            purchase any real property.

      4.8.  Real Property Leased. The attached Schedule 1.2(k) lists and briefly
            describes all real properties leased or subleased to an Origen
            Entity or Bingham for use in connection with the operation of the
            Business (the "Leased Real Property"). Origen has delivered to the
            Company true, correct and complete copies of the leases and
            subleases listed on the attached Schedule 1.2(k). Except as set
            forth on the attached Schedule 4.8, with respect to each such lease
            or sublease:

            (a)   the lease or sublease is legal, valid, binding, enforceable
                  and in full force and effect;

            (b)   the lease or sublease will continue to be legal, valid,
                  binding, enforceable and in full force and effect on identical
                  terms following the Closing;

            (c)   no Origen Entity nor, to the Knowledge of Origen and Bingham,
                  no other party to the lease or sublease is in breach or
                  default, and with respect to Bingham and any Origen Entity, no
                  event has occurred, and with respect to any other party
                  thereto, to the Knowledge of Origen and Bingham, no event has
                  occurred which, with notice or lapse of time, would constitute
                  such a breach or default or permit termination, modification
                  or acceleration under the lease or sublease;

            (d)   no party to the lease or sublease has repudiated any of its
                  provisions;

            (e)   there are no disputes, oral agreements or forbearance programs
                  in effect as to the lease or sublease;

            (f)   Neither Bingham nor any Origen Entity, as the case may be, has
                  assigned, transferred, conveyed, mortgaged, deeded in trust or
                  encumbered all or any portion of its interest in the leasehold
                  or subleasehold;

            (g)   all facilities leased or subleased under the lease or sublease
                  have been operated and maintained in material compliance with
                  applicable laws, rules and regulations;

            (h)   all facilities leased or subleased under the lease or sublease
                  are supplied with utilities and other services necessary for
                  the operation of such facilities; and


                                       13
<PAGE>
            (i)   all facilities leased or subleased under the lease or sublease
                  are in good operating condition, and would not, with ordinary
                  wear and tear, require major repair or replacement during the
                  remainder of the lease term.

            Except as set forth on the attached Schedule 4.8, no property
            insurer or similar body has made any recommendations with respect to
            any parcel of Leased Real Property which have not been complied with
            in all material respects, and all structures on the Leased Real
            Property meet all qualifications for "highly protected risk"
            classification for fire insurance purposes.

      4.9.  Loans, Notes and Accounts Receivable. The attached Schedule 4.9
            contains a true and complete list of all Loans and any other notes
            and accounts receivable of the Origen Entities as of November 29,
            2001. At the Closing, Origen shall deliver to the Company a true and
            complete list of all Loans and other notes and accounts receivable
            of the Origen Entities as of five business days prior to the Closing
            Date. Except as set forth on the attached Schedule 4.9, all Loans
            and other notes and accounts receivable of the Origen Entities are
            reflected properly on its books and records, arose from bona fide
            transactions in the ordinary course of business, are valid
            receivables subject to no setoffs or counterclaims, are current and
            collectible and will be collected in substantial accordance with
            their terms and at their recorded amounts, subject only to the
            reserve for bad debts set forth on the face of the Most Recent
            Balance Sheet as adjusted for the passage of time through the
            Closing Date in accordance with GAAP.

      4.10. Liens. Except as set forth on the attached Schedule 4.10 and except
            for Permitted Liens, an Origen Entity or Bingham owns and has good,
            marketable and unencumbered title to, or an unencumbered interest
            in, each item comprising the Assets, free and clear of any and all
            title defects, judgments, objections, security interests, liens,
            charges, liabilities, rights of redemption, options, mortgages,
            easements, restrictions, reservations, tenancies, agreements or
            other obligations or encumbrances of any nature whatsoever
            (collectively, "Liens").

      4.11. Good Condition. Except as set forth in the attached Schedule 4.11,
            all facilities used in connection with the operation of the
            Business, all of the Assets and all of the Leased Personal Property
            are currently operating for their respective intended uses and need
            no major repairs.

      4.12. Litigation. Except as set forth on the attached Schedule 4.12, there
            are no actions, suits or proceedings pending and, to the Knowledge
            of Origen and Bingham, there are no actions, suits, investigations
            or proceedings threatened against any of the Origen Entities, the
            Business, the Assets or the Leased Property, at law or in equity,
            before any federal, state, municipal or other governmental
            department, commission, board, agency, court or instrumentality
            which could affect any of the Origen Entities, the Business, the
            Assets or the Leased Property in any way. Except as set forth on the
            attached Schedule 4.12, no Origen Entity is in default with respect
            to or in violation of any order, writ, injunction or decree of any
            court or other governmental department, commission, board, agency or
            instrumentality affecting the Origen Entities, the Business, the
            Assets or the Leased Property.

      4.13. Business Practices and Compliance with Applicable Laws and
            Regulations. Except as set forth on the attached Schedule 4.13:


                                       14
<PAGE>
            (a)   The Origen Entities have complied in all material respects
                  with all laws, regulations, rules, orders, judgments, decrees
                  and other requirements imposed by any governmental authority
                  applicable to them, including without limitation,
                  truth-in-lending, real estate settlement procedures, consumer
                  credit protection, equal credit opportunity and disclosure
                  laws, in connection with the operation the Business, the
                  ownership of the Assets or the lease of the Leased Property.

            (b)   The servicing and collection practices of Origen and Origen
                  MHF have been in all material respects legal, proper and
                  prudent and have met customary industry standards applicable
                  to similar loans.

            (c)   The Loans were originated by Origen and Origen MHF in the
                  regular course of business in accordance with Customary Loan
                  Origination Practices, and comply and conform in all material
                  respects with the Underwriting Guidelines.

            (d)   No fraudulent acts were committed by Origen, Origen MHF or
                  their Affiliates in connection with the origination of any
                  Loan.

      4.14. Employees. The attached Schedule 4.14 contains a complete and
            accurate list of the Origen Entities' current employees as of
            October 15, 2001 (the "Employees") and, with respect to each
            Employee, his or her salary or hourly rate currently in effect,
            annual bonuses (last paid or payable), if any, any other fringe
            benefits or incentive paid or payable to him or her, including
            vacation accruals. Except as set forth on the attached Schedule
            4.14, all such Employees are actively at work, and no such Employee
            is currently on leave of absence, layoff, military leave,
            suspension, sick leave, workers' compensation, salary continuance or
            short or long term disability or otherwise not actively performing
            his or her work during all normally scheduled business hours.

      4.15. Employee Relations.

            (a)   Except as set forth on the attached Schedule 4.15, there are
                  no written or oral collective bargaining or other employment
                  agreements or understandings with or affecting any Employee.
                  Except as set forth on the attached Schedule 4.15, hours
                  worked by, and payments made to, all Employees and, to the
                  Knowledge of Origen and Bingham, former employees of the
                  Origen Entities ("Former Employees"), have been in material
                  compliance with the Fair Labor Standards Act and other
                  applicable federal, state and local laws.

            (b)   Except as set forth on the attached Schedule 4.15, as of the
                  Closing Date and the Effective Date, all payments determined
                  to be due from the Origen Entities on account of any
                  Employee's or Former Employees' work, health or welfare
                  insurance, under any agreement, whether oral or written, will
                  have been paid or properly accrued on the Financial Statements
                  (or incurred in the ordinary course of the Origen Entities'
                  business since the date of the Most Recent Balance Sheet).

            (c)   Except as set forth on the attached Schedule 4.15, there are
                  no vacation monies or rights to time off which have been
                  earned by any Employee or Former Employee under any agreement,
                  whether oral or written, that have


                                       15
<PAGE>
                  not been paid or properly accrued on the Financial Statements
                  (or incurred in the ordinary course of the Origen Entities'
                  business since the date of the Most Recent Balance Sheet), nor
                  are there any severance payments which could become payable by
                  the Origen Entities under the terms of any oral or written
                  agreement or commitment.

            (d)   Except as disclosed pursuant to Section 4.16 below, the Origen
                  Entities have no liability with respect to any pension, profit
                  sharing, retirement or similar plan, or other employee benefit
                  plan.

            (e)   Except as set forth on the attached Schedule 4.15:

                  (i)   there is no unfair labor practice charge or complaint
                        concerning the Origen Entities or any Employee or Former
                        Employee pending before any governmental agency in any
                        jurisdiction in which the Origen Entities conduct
                        business;

                  (ii)  there is no labor strike or slowdown, work stoppage,
                        lockout or other collective labor action actually
                        pending or, to the Knowledge of Origen and Bingham,
                        threatened against or affecting the Business, and the
                        Origen Entities have not experienced any strike or
                        slowdown, work stoppage, lockout or other collective
                        labor action in connection with their business by or
                        with respect to any Employees or Former Employees;

                  (iii) there is no representation claim or petition concerning
                        Business or any Employee or Former Employee pending
                        before any governmental agency in any jurisdiction in
                        which the Origen Entities conduct business, and no
                        question concerning representation exists relating to
                        the Employees;

                  (iv)  there are no charges with respect to or relating to the
                        Business pending before the Equal Employment Opportunity
                        Commission or any agency in any jurisdiction in which
                        the Origen Entities conduct business responsible for the
                        prevention of unlawful employment practices;

                  (v)   none of the Origen Entities has received formal notice
                        from any governmental agency responsible for the
                        enforcement of labor or employment laws of an intention
                        to conduct an investigation of the Origen Entities and
                        no such investigation is currently in progress; and

                  (vi)  to the Knowledge of Origen and Bingham, no key Employee
                        or group of Employees has any plans to terminate
                        employment with the Origen Entities prior to or after
                        the Effective Date.

      4.16. Employee Benefits. Except as disclosed on the attached Schedule
            4.16, none of the Origen Entities maintains or is a party to, bound
            by or a contributor to, or required to contribute to, (a) any
            employee pension benefit plans whether or not qualified under
            Section 401(a) of the Internal Revenue Code of 1986, as amended (the
            "Code"), (b) any employee welfare benefit plans, or (c) any other
            compensation, fringe or welfare plan or program, policy,
            understanding or


                                       16
<PAGE>
            arrangement providing plan benefits or welfare, with respect to its
            employees or employees of others (collectively, the "Employee
            Benefit Plans"). As used in this Section 4.16, the terms "employee
            pension benefit plan" and "employee welfare benefit plan" have the
            respective meanings assigned to such terms in Section 3 of the
            Employee Retirement Income Security Act of 1974, as amended
            ("ERISA"). No Employee Benefit Plan is (and none of the Origen
            Entities has any liability with respect to any plan that is) (i)
            subject to the minimum funding requirements of ERISA or the Code,
            (ii) a "multiemployer plan" (as defined in Section 3(37) of ERISA),
            (iii) a multiple-employer plan within the meaning of Section 413 of
            the Code, or (iv) an employee welfare benefit plan or plan providing
            welfare-type benefits to current or future retirees or current or
            future former employees (or their spouses or dependents) other than
            as required by COBRA or any other state continuation coverage law.
            Each Employee Benefit Plan that is an employee pension benefit plan
            now meets, and since its inception has met, in form and operation,
            the requirements of a tax-qualified plan under Section 401(a) of the
            Code, and the Internal Revenue Service has issued a favorable
            determination letter with respect to the tax-qualified status of
            such plan. Each Employee Benefit Plan has been maintained,
            administered and funded in material compliance with all applicable
            laws and regulations, including, without limitation, the Code and
            ERISA. There are no actions, suits, or claims (other than routine
            undisputed claims for benefits) pending or, to the Knowledge of
            Origen and Bingham, threatened against or with respect to any
            Employee Benefit Plan. With respect to each Employee Benefit Plan,
            all required government filings and disclosures have been timely
            made and are true, correct and complete in all material respects,
            and no prohibited transaction or other act or omission has occurred
            which has resulted in, or could reasonably be expected to result in,
            the imposition of an excise tax or other penalty, including, without
            limitation, any penalties under ERISA or the Code. No Origen Entity
            is now or has been a member of: (i) a controlled group of
            corporations as defined in Section 414(b) of the Code; (ii) a group
            of trades or businesses under common control as defined in Section
            414(c) of the Code; (iii) an affiliated service group as defined in
            Section 414(m) of the Code; (iv) a group of businesses referred to
            in Section 414(o) of the Code; (v) a group of trades or businesses
            under common control as defined in Section 4001(b) of ERISA; or (vi)
            any other group under the law, rules or regulations of a foreign
            country similar to (i) through (v). Origen has provided to the
            Company true and correct copies of all current and prior material
            documents pursuant to which the Employee Benefit Plans are
            maintained, administered and funded, as well as the most recent
            Internal Revenue Service determination letters.

      4.17. Financial Information. Set forth on the attached Schedule 4.17 are:
            (a) the audited consolidated balance sheets of Bingham and the
            Origen Entities as of December 31, 2000 (collectively, the "Most
            Recent Balance Sheet") and the related unaudited statements of
            income cash flow, and notes thereto, for the year then ended
            (collectively, the "2000 Financial Statements"); and (b) the
            unaudited consolidated balance sheets of Bingham and the Origen
            Entities as of September 30, 2001 and the related unaudited
            statements of income cash flow, and notes thereto, for the
            three-month period then ended (collectively, the "Subsequent
            Financial Statements", and together with the 2000 Statements, the
            "Financial Statements"). All of the Financial Statements (i) are
            true, correct and complete in all material respects; (ii) have been
            prepared in accordance with GAAP; and (iii) present fairly the
            financial condition, results of operation and cash flows of the
            Origen Entities as of the dates and for the periods indicated;
            subject, in the case of the Subsequent Financial Statements only, to
            normal year-end adjustments


                                       17
<PAGE>
            consistent with past practices and the absence of footnotes (the
            "Missing Adjustments/Footnotes"). Except to the extent disclosed on
            the attached Schedule 4.17, the Missing Adjustments/Footnotes, if
            presented in the Subsequent Financial Statements, would not differ
            materially from those included in the 2000 Financial Statements. The
            Financial Statements and the attached Schedule 4.18 make
            substantially full and adequate provision for all obligations,
            liabilities or commitments, whether fixed or contingent, and
            doubtful accounts receivable of the Origen Entities.

      4.18. No Undisclosed Liabilities. Except as and to the extent set forth on
            the attached Schedule 4.18 or reflected in the Financial Statements,
            and except for current liabilities incurred by the Origen Entities
            in connection with the operation of or with respect to the Business
            in the ordinary course since the date of the Most Recent Balance
            Sheet, Bingham and the Origen Entities have no debts, liabilities or
            obligations of any nature or kind (whether absolute, accrued,
            contingent, unliquidated or otherwise, whether Origen or Bingham
            have any Knowledge thereof, whether due or to become due and
            regardless of when asserted) arising out of transactions entered
            into, at or prior to the Closing or the Effective Date, or any
            action or inaction at or prior to the Closing or the Effective Date,
            or any state of facts existing at or prior to the Closing or the
            Effective Date that could result in a Material Adverse Effect.

      4.19. Tax Matters. Except as set forth on the attached Schedule 4.19,
            proper and accurate amounts have been and will be withheld by the
            Origen Entities from the Employees for federal and state tax
            purposes and properly deposited in appropriate accounts, for all
            periods up to and through the Effective Date in full and complete
            compliance with the tax withholding, deposit and payment provisions
            of applicable federal, state and local laws. Except as set forth on
            the attached Schedule 4.19, the Origen Entities or Bingham have
            filed all federal, state and local, as well as other Tax Returns
            that were required to be filed for all periods for which returns
            were due up to and through the Effective Date, and the Origen
            Entities or Bingham have made timely payments of all Taxes shown to
            be due and payable in respect of such Tax Returns. To the Knowledge
            of Origen and Bingham, all such Tax Returns are true, correct and
            complete in all material respects and no penalties or interest will
            be asserted by any taxing authority arising out of a late payment of
            Taxes. Except as set forth on the attached Schedule 4.19, none of
            the Origen Entities owes any deficiency for any Taxes, and no Tax
            Returns are presently under audit or examination by any federal,
            state or local tax authority, and no adjustments have been proposed
            or asserted by the Internal Revenue Service or any other agency in
            respect of any liability for Taxes arising out of or relating to
            such Tax Returns.

      4.20. Environmental Matters.

            (a)   There is not now, nor has there ever been, any disposal,
                  release or threatened release of Hazardous Materials by any of
                  the Origen Entities (or, to the Knowledge of Origen and
                  Bingham, by any other party) on, from or under properties now
                  or ever owned, leased or operated by any of the Origen
                  Entities or any subsidiary, Affiliate or predecessor in
                  interest of the Origen Entities (the "Origen Properties").
                  There has not been generated by or on behalf of any of the
                  Origen Entities any Hazardous Material. No Hazardous Material
                  has been disposed of or allowed to be disposed of, from, on or
                  off any of the Origen Properties during the period


                                       18
<PAGE>
                  that any of the Origen Entities owned, leased or operated the
                  Origen Properties which may, to the Knowledge of Origen and
                  Bingham, give rise to a clean-up responsibility, personal
                  injury liability or property damage claim against any of the
                  Origen Entities or any of them being named a potentially
                  responsible party for any such clean-up costs, personal
                  injuries or property damage or create any cause of action by
                  any third party against any of the Origen Entities. For
                  purposes of this subsection:

                  (i)   the terms "disposal," "release," and "threatened
                        release" shall have the definitions assigned thereto by
                        the Comprehensive Environmental Response, Compensation
                        and Liability Act of 1980, as amended ("CERCLA"), and

                  (ii)  the term "Hazardous Material" means any hazardous or
                        toxic substance, material or waste or pollutants,
                        contaminants, gasoline, oil, diesel fuel, petroleum
                        products or fractions thereof, or asbestos containing
                        material which is or becomes regulated by any
                        governmental authority in any jurisdiction in which any
                        of the Origen Properties are located. The term
                        "Hazardous Material" also includes without limitation
                        any material or substance which is (A) defined as a
                        "hazardous waste" or a "hazardous substance" under
                        applicable law; (B) designated as a "hazardous
                        substance" pursuant to Section 311 of the Federal Water
                        Pollution Control Act, as amended, (C) defined as a
                        "hazardous waste" pursuant to Section 1004 of the
                        Federal Resource Conservation and Recovery Act, as
                        amended, or (D) defined as a "hazardous substance"
                        pursuant to Section 101 of CERCLA.

            (b)   None of the Origen Properties is (or with respect to
                  previously-owned Origen Properties was at the time of
                  disposition) in violation of any law (or with respect to
                  previously-owned Origen Properties, laws in effect at the time
                  of disposition) relating to the environmental conditions on,
                  under or about Origen Properties ("Environmental Laws"),
                  including without limitation soil and ground water condition,
                  and there are (or at the time of disposition were) no
                  underground tanks or relating piping, conduits or related
                  structures. During the period that any of the Origen Entities
                  owned, leased or operated the Origen Properties, none of the
                  Origen Entities has, and to the Knowledge of Origen and
                  Bingham, no third party has, used, generated, manufactured or
                  stored on, under or about Origen Properties or transported to
                  or from Origen Properties any Hazardous Materials except in
                  compliance with applicable law, and there has been no
                  litigation brought, or to the Knowledge of Origen and Bingham,
                  threatened against any of the Origen Entities or any
                  settlement reached by any of the Origen Entities with any
                  third party or third parties alleging the presence, disposal,
                  release or threatened release of any Hazardous Materials on,
                  from or under any of Origen Properties.

      4.21. Consents, Approvals and Authorizations.

            (a)   Except as set forth on the attached Schedule 4.21(a), no
                  consent, approval or authorization of, or designation,
                  declaration or filing with, or notice to, any governmental
                  authority, or any lenders, lessors, creditors, shareholders or
                  others, is required on the part of the Origen Entities or
                  Bingham in


                                       19
<PAGE>
                  connection with the valid execution and delivery of this
                  Agreement and the Attendant Documents or the consummation of
                  the transactions contemplated in this Agreement and the
                  Attendant Documents that, if not obtained, performed or given,
                  would cause a Material Adverse Effect.

            (b)   The attached Schedule 4.21(b) sets forth those consents,
                  approvals, authorizations, designations, declarations, filings
                  and notices that, if not obtained, performed or given before
                  the Closing or the Effective Date, would cause a Material
                  Adverse Effect. Prior to the Closing or, at the election of
                  the Company, prior to the Effective Date, Origen and Bingham
                  shall properly obtain, perform or give all of the consents,
                  approvals, authorizations, designations, declarations, filings
                  and notices set forth on the attached Schedule 4.21(b), and as
                  of the Closing, or, at the election of the Company, as of the
                  Effective Date, Origen and Bingham shall have given the
                  Company adequate evidence of all such consents, approvals,
                  authorizations, designations, declarations, filings and
                  notices.

      4.22. Insurance. Except as set forth on the attached Schedule 4.22, the
            Origen Entities, through Bingham, have maintained and now maintain
            insurance with respect to the Assets, Leased Property and the
            Business, covering property damage by fire or other casualty, and
            against such liabilities, claims and risks, including, without
            limitation, workers compensation, and in such amounts as is
            customary or appropriate in the industry. The attached Schedule 4.22
            contains a true and correct summary of all such insurance policies
            maintained by the Origen Entities, presently or at any point during
            the last five years, setting forth the names of the insured and the
            insurer, policy numbers, the types of coverage, premium payments or
            basis of payment, deductible amounts and limits of coverage. Except
            as set forth on the attached Schedule 4.22, no such policy of
            insurance is subject to any deductible, self-insured retention,
            retrospective rating agreement, indemnification agreement or any
            other method or device by which the insured person is subject to all
            or any part of the liability for any or all claims. Prior to the
            execution of this Agreement, the Origen Entities have delivered to
            the Company true, correct and complete copies of all such insurance
            policies. Except as set forth in the attached Schedule 4.22, all
            such insurance policies will be in full force and effect through the
            Closing and the Effective Date. Except as set forth on the attached
            Schedule 4.22, there is no state of facts and no event has occurred
            forming the basis for any present property, casualty or fidelity
            claim against the Origen Entities which is not fully covered by
            insurance. The attached Schedule 4.22 contains loss runs for the
            last five years setting forth all property, general and products
            liability and workers compensation claim activity against the
            Business, including the date and place of the occurrence, the
            claimant's name, reserves, amounts paid, a brief description of the
            incident and whether the claim is open or closed. Except as set
            forth on the attached Schedule 4.22, neither Origen nor Bingham has
            any Knowledge of any occurrence, circumstance, or event which could
            reasonably be expected to result in any such claim.

      4.23. Recent Conduct of Business; Interim Operations. Except as set forth
            on the attached Schedule 4.23, since the date of the Most Recent
            Balance Sheet, there has not been a Material Adverse Effect. Except
            as set forth on the attached Schedule 4.23, since the date of the
            Most Recent Balance Sheet, Bingham and Origen have caused the
            Business to be conducted only in the ordinary course.


                                       20
<PAGE>
            Except as set forth on the attached Schedule 4.23, since the date of
            the Most Recent Balance Sheet, neither Bingham nor any Origen Entity
            has:

            (a)   made or incurred any capital expenditures with respect to the
                  Business in excess of $50,000 in any one transaction or series
                  of similar transactions;

            (b)   entered into any purchase order in excess of $10,000;

            (c)   paid or declared any dividends or other distributions (except
                  for payment of indebtedness) to any of their shareholders;

            (d)   sold or transferred any of the Assets, other than inventories
                  in the ordinary course of business;

            (e)   terminated or amended any material General Contract;

            (f)   issued or redeemed, or agreed to issue or redeem any shares of
                  their capital stock, or granted any other options, rights or
                  other entitlements in respect of shares of their capital
                  stock;

            (g)   subjected any of the Assets or any of the Leased Personal
                  Property to, or permitted any of the Assets or any of the
                  Leased Personal Property to become subject to, any Lien other
                  than in the ordinary course; or

            (h)   entered into any agreement or commitment, whether written or
                  oral (other than this Agreement or any arrangement provided
                  for or contemplated in this Agreement), to take any of the
                  types of action described in subsection (a) through (g) of
                  this Section 4.23.

      4.24. Non-Violative Agreement. Neither the execution and delivery of this
            Agreement and the Attendant Documents to which the Origen or Bingham
            is a party nor the consummation of the transactions contemplated in
            this Agreement and the Attendant Documents will conflict with,
            result in the breach or violation of or constitute a default under
            the terms, conditions or provisions of any the charter or bylaws of
            any of the Origen Entities or Bingham, or, subject to obtaining the
            consents set forth in Schedule 4.21(b), any other agreement or
            instrument to which any of the Origen Entities or Bingham is a
            party, or by which any of the Origen Entities or Bingham may be
            bound or to which any of the Origen Entities or Bingham may be
            subject.

      4.25. Brokerage or Finder's Fee. No broker, finder, agent or similar
            intermediary has acted for or on behalf of Origen or Bingham in
            connection with this Agreement or the transactions contemplated
            hereby and no broker, finder, agent or similar intermediary is
            entitled to any broker's, finder's or similar fee or other
            commission in connection therewith based on any agreement,
            arrangement or understanding with Origen or Bingham or any action
            taken by Origen or Bingham.

      4.26. Disclosure. No representation or warranty by Origen or Bingham
            contained in this Agreement and no statement by Origen or Bingham
            contained in any of the Attendant Documents or any other certificate
            or instrument to be furnished at Closing, either pursuant to this
            Agreement or in connection with the transactions


                                       21
<PAGE>
            contemplated in this Agreement contains or will contain any untrue
            statement of a material fact, or omits or will omit to state a
            material fact.

      4.27. Capitalization. Origen has one class of capital stock, common stock,
            no par value per share. Each of Origen MHF and Origen Insurance has
            one class of capital stock, common stock, $0.01 par value per share.
            The attached Schedule 4.27 sets forth the number of authorized and
            the number of issued and outstanding shares of common stock of each
            of the Origen Entities. Schedule 4.27 also identifies all of the
            Origen Entities' shareholders, and with respect to each such
            shareholder, identifies the number of issued and outstanding shares
            of stock of such Origen Entity owned by such shareholder. All of the
            issued and outstanding shares of Origen Stock, all of the issued and
            outstanding shares of Origen MHF Stock and all of the issued and
            outstanding shares of Origen Insurance Stock have been duly
            authorized and validly issued, are fully paid and non-assessable and
            were issued by Origen, Origen MHF and Origen Insurance,
            respectively, without violating any requirements of law. Except as
            set forth on the attached Schedule 4.27, there are no preemptive or
            first refusal rights to purchase or otherwise acquire shares of the
            Origen Stock, Origen MHF Stock or Origen Insurance Stock pursuant to
            their respective charters or bylaws or by agreement or otherwise.
            There are no outstanding agreements, commitments, rights, options,
            warrants or claims of any nature whatsoever for the issuance, sale,
            purchase or redemption of any shares of capital stock of any Origen
            Entity or any securities convertible into or exchangeable for such
            shares.

      4.28. Subsidiaries. Except for the fact that Origen MHF, Origen Insurance
            and Origen Special Holdings Corporation, a Delaware corporation and
            a special purpose subsidiary of Origen, are subsidiaries of Origen,
            and except for the fact that Origen has or will establish a wholly
            owned limited liability company to effectuate the transaction
            described in Section 7.1(l) below, no Origen Entity has any
            subsidiaries, and no Origen Entity has any equity interest in, or
            any right to acquire any equity interest in, any other entity.

5.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents,
      warrants and covenants the following to each of Origen and Bingham, both
      as of the date of this Agreement and as of the Closing Date, with the
      knowledge and expectation that, in agreeing to enter into this Agreement,
      each of Origen and Bingham are completely relying on, and in connection
      with the consummation of the transactions contemplated in this Agreement,
      will completely rely on, such representations, warranties and covenants:

      5.1.  Good Standing and Authority. The Company and Company MHF are each a
            limited liability company duly organized, validly existing and in
            good standing under the laws of the State of Delaware. Company
            Insurance is a limited liability company duly organized, validly
            existing and in good standing under the laws of the State of
            Virginia. Each of the Company Entities has all requisite power and
            authority to enter into this Agreement and the Attendant Documents
            to which it is a party and to consummate the transactions
            contemplated in this Agreement and such Attendant Documents. This
            Agreement and all of the Attendant Documents to which a Company
            Entity is a party, and the consummation of the transactions
            contemplated in this Agreement, have been or will be duly authorized
            and approved by the Company Entity's board of managers or manager,
            as applicable, and all other necessary and proper action on the part
            of the Company Entity. This Agreement, and all of the Attendant
            Documents to which a Company Entity is or


                                       22
<PAGE>
            will be a party, when executed and delivered, will constitute legal,
            valid and binding obligations of that Company Entity enforceable
            against it in accordance with their respective terms.

      5.2.  Non-Violative Agreement. Neither the execution and delivery of this
            Agreement and the Attendant Documents to which a Company Entity is a
            party nor the consummation of the transactions contemplated in this
            Agreement and the Attendant Documents will conflict with, result in
            the breach or violation of or constitute a default under the terms,
            conditions or provisions of that Company Entity's certificate of
            formation, articles of organization, limited liability company
            agreement or operating agreement, or any other agreement or
            instrument to which that Company Entity is a party, or by which that
            Company Entity is bound or to which it may be subject.

      5.3.  Disclosure. No representation or warranty by the Company contained
            in this Agreement and no statement contained in any of the Attendant
            Documents or any other certificate or instrument to be furnished at
            Closing, either pursuant to this Agreement or in connection with the
            transactions contemplated in this Agreement contains or will contain
            any untrue statement of a material fact, or omits or will omit to
            state a material fact, necessary in order to make any of the
            statements not misleading.

      5.4.  Brokerage or Finder's Fee. No broker, finder, agent or similar
            intermediary has acted for or on behalf of the Company in connection
            with this Agreement or the transactions contemplated hereby and no
            broker, finder, agent or similar intermediary is entitled to any
            broker's, finder's or similar fee or other commission in connection
            therewith based on any agreement, arrangement or understanding with
            the Company or any action taken by the Company.

      5.5.  Consents, Approvals and Authorization. No consent, approval or
            authorization of, or designation, declaration or filing with, or
            notice to any governmental authority, or any lenders, lessors,
            creditors shareholders or others, is required on the part of any
            Company Entity in connection with the valid execution and delivery
            of this Agreement and the Attendant Documents or the transactions
            contemplated in this Agreement and the Attendant Documents.

6.    ADDITIONAL AGREEMENTS; SURVIVAL.

      6.1.  Survival. The representations and warranties set forth in Sections 4
            and 5 of this Agreement shall survive for a period of three (3)
            years after the Effective Date; provided, however, that the
            representations and warranties set forth in Sections 4.1, 4.15,
            4.16, 4.17, 4.18, 4.19 and 5.1 above shall survive for the
            applicable statute of limitations period and that the
            representations and warranties set forth in Section 4.20 above shall
            survive indefinitely.

      6.2.  Further Assurances. From time to time after the Closing Date, at a
            Company Entity's reasonable request and without further
            consideration, each Origen Entity and Bingham shall execute and
            deliver, or cause to be executed and delivered, such further
            instruments of conveyance, assignment and transfer and shall take
            such other action as the Company may reasonably request in order to
            effectuate the Mergers and to more effectively convey and transfer
            the Assets to the Company Entities, to record title to the Assets in
            the names of the Company Entities and to permit the Company Entities
            to take possession of any of the


                                       23
<PAGE>
            Assets. At a Company Entity's reasonable request, each Origen Entity
            and Bingham shall cooperate and use its best efforts to have its
            officers, directors, employees and agents cooperate with the Company
            Entities on or after the Closing Date by furnishing information,
            evidence, testimony and other assistance in connection with any
            actions, proceedings, arrangements or disputes involving any Company
            Entity and which are based on contracts, leases, arrangements or
            acts of an Origen Entity which were in effect or occurred on or
            prior to the Closing Date.

      6.3.  Operation of the Business Pending the Effective Date. Through the
            Effective Date, each Origen Entity and Bingham shall cause the
            Business to be conducted only in the ordinary course, consistent
            with past practice. Through the Effective Date, no Origen Entity nor
            Bingham shall, without the prior written consent of the Company:

            (a)   make or incur any capital expenditures with respect to the
                  Business;

            (b)   enter into any purchase order;

            (c)   pay or declare any dividends or other distributions (other
                  than payment of indebtedness) to any of their shareholders;

            (d)   sell or transfer any of the Assets, other than in the ordinary
                  course of business;

            (e)   terminate or amend any material General Contract;

            (f)   issue or redeem, or agree to issue or redeem any shares of the
                  capital stock, or grant any other options, rights or other
                  entitlements in respect of shares of their capital stock;

            (g)   subject any of the Assets or any of the Leased Personal
                  Property to, or permit any of the Assets or any of the Leased
                  Personal Property to become subject to, any Lien other than in
                  the ordinary course;

            (h)   incur any debt other than Origen's debt to Sun Communities
                  Operating Limited Partnership and Michigan National Bank; or

            (i)   enter into any agreement or commitment, whether written or
                  oral (other than this Agreement or any arrangement provided
                  for or contemplated in this Agreement), to take any of the
                  types of action described in subsection (a) through (h) of
                  this Section 6.3.

      6.4.  Access to Books and Records. After execution of this Agreement, each
            Origen Entity and Bingham shall, on the reasonable request of a
            Company Entity, make the minute books, stock books, corporate seals
            and other corporate records of each Origen Entity relating to its
            organization and existence and other corporate materials and
            information available to the Company Entities for inspection and
            copying at all times during normal business hours.

      6.5.  Proxy Statement. Bingham shall file with the Securities Exchange
            Commission as soon as is reasonably practicable after the date
            hereof a proxy statement, and any amendments thereto, to be
            distributed in connection with the meeting of its shareholders to
            vote upon this Agreement and the transactions it contemplates.


                                       24
<PAGE>
            Each Party shall promptly furnish to each other all information, and
            take such other actions, as may reasonably be requested in
            connection with any action by Bingham in connection with the
            foregoing sentence. The information to be provided by each Party for
            use in the proxy statement shall not contain any untrue statement of
            a material fact or omit to state a material fact required to be
            stated therein or necessary to make the statements therein, in the
            light of the circumstances under which they were made, not
            misleading. Subject to the fiduciary duties of its board of
            directors under applicable law, Bingham shall, as promptly as
            practicable, submit this Agreement and the transactions it
            contemplates for the approval of its shareholders at a meeting of
            shareholders and shall use its best efforts to obtain shareholder
            approval of this Agreement and the transactions it contemplates and
            shall through its board of directors, recommend to its shareholders
            approval of this Agreement and the transactions it contemplates.

      6.6.  Employee Matters. After the Closing or the Effective Date, the
            Company Entities may evaluate its employment needs with respect to
            the Business, and no provision of this Agreement is intended to or
            shall confer on any of the Employees any right to continued
            employment after the Closing Date or the Effective Date. Nothing in
            this Agreement shall be construed to amend or modify in any way any
            at-will employment policy of any Company Entity.

7.    CONDITIONS TO CLOSING.

      7.1.  Conditions Precedent to the Company's Obligation. The obligation of
            the Company Entities to consummate the transactions contemplated in
            this Agreement at the Closing is subject to the satisfaction of all
            of the following conditions, any of which may be waived (but only in
            writing) by the Company:

            (a)   Origen's and Bingham's Representations and Warranties. All
                  representations and warranties made by Origen and Bingham in
                  this Agreement shall have been true and correct in all
                  material respects on the date of this Agreement and shall be
                  true and correct in all material respects as of the Closing
                  Date with the same force and effect as if they had been made
                  on and as of such date.

            (b)   Performance of Agreement. Each Origen Entity and Bingham shall
                  have performed and complied in all material respects with all
                  of their obligations under this Agreement which are to have
                  been performed or complied with on or prior to the Closing
                  Date.

            (c)   Approvals. Origen and Bingham shall have obtained, performed
                  or given all of the consents, approvals, authorizations,
                  designations, declarations, filings and notices set forth on
                  the attached Schedule 4.21(b), including, without limitation,
                  the approval of Bingham's shareholders.

            (d)   Due Diligence. The Company shall have completed its due
                  diligence investigation of, and shall in its reasonable
                  discretion be satisfied with, the Origen Entities, the Origen
                  Business, the Assets, liabilities, prospects, financial
                  condition and other matters of or affecting each of the Origen
                  Entities (including, without limitation, the status and
                  post-closing continuation of the Licenses).


                                       25
<PAGE>
            (e)   Litigation. There shall not be any litigation, action, suit,
                  claim, proceeding, order, investigation or inquiry pending or
                  threatened before any court or quasi-judicial or
                  administrative agency to, or pursuant to which a judgment,
                  order, decree, stipulation, injunction or charge could be
                  entered, which could: (i) enjoin or prevent the consummation
                  of the transactions contemplated in this Agreement or the
                  Attendant Documents, (ii) cause any of the transactions
                  contemplated in this Agreement or the Attendant Documents to
                  be rescinded following consummation thereof, (iii) adversely
                  affect the right of the Company to own, operate or control any
                  of the Company Subsidiaries, the Assets, and the Leased
                  Property, or (iv) otherwise have a Material Adverse Effect.

            (f)   Post Closing Agreement. In the event that at the time of the
                  Closing, the condition set forth in Section 7.1(m) has not
                  been satisfied, Bingham and Origen shall have executed and
                  delivered to the Company an Assignment and Post Closing
                  Agreement (the "Post Closing Agreement") in the form of
                  Exhibit A attached hereto and made a part hereof which shall
                  provide, among other things, for the following: (i) all of
                  Origen's Assets except the Excluded Assets, all of the capital
                  stock of the Origen Subsidiaries and the membership interest
                  owned by Origen in Origen Special Purpose II, L.L.C., a
                  Delaware limited company, shall be assigned to the Company;
                  (ii) Origen shall receive the sum of $40,000,000 from the
                  Company in consideration of the transfer described in clause
                  (i) hereof; (iii) Origen shall agree that all Loans originated
                  after the Closing will be sold to the Company or Origen
                  Special Purpose, L.L.C., a Delaware limited liability company
                  and a subsidiary of Origen, in exchange for an amount equal to
                  the amount which Credit Suisse First Boston Mortgage Capital
                  LLC will pay for such Loans; (iv) Origen shall agree that it
                  will not transfer any assets to any entity other than the
                  Company and it will otherwise abide by all of the provisions
                  set forth in Section 6.3 hereof (and Origen agrees that a
                  financing statement to secure its obligations under this
                  clause (iv) shall be filed with the appropriate government
                  authorities); and (v) Bingham shall agree to abide by all of
                  the provisions of Section 6.3 hereof and to guarantee all of
                  the obligations of Origen under the Post Closing Agreement.

            (g)   Termination. This Agreement shall not have been terminated
                  pursuant to Section 10.1 below.

            (h)   Delivery of Closing Documents. Bingham and each Origen Entity
                  shall have executed and delivered, or caused to be executed
                  and delivered, all of the documents described in Section 8.2
                  below. All documents relating to the transactions contemplated
                  in this Agreement shall be reasonably satisfactory in form and
                  content to the Company and its legal counsel.

            (i)   No Encumbrances. All of the Assets shall be owned by an Origen
                  Entity free and clear of all Liens, other than Permitted
                  Liens.

            (j)   Operation of Business and Material Adverse Change. The Origen
                  Entities and Bingham shall have continued the active operation
                  of the Business in the ordinary course through the Closing.
                  Since the date of this Agreement,


                                       26
<PAGE>
                  no change shall have occurred which could have a Material
                  Adverse Effect.

            (k)   Bingham's Assets. All assets and employees related to the
                  Business which are owned or employed by Bingham shall have
                  been transferred to Origin.

            (l)   Origin Special Purpose Subsidiary. Origin will have
                  established a wholly-owned limited liability company
                  subsidiary to which Origin SHC shall have transferred all
                  Class X (Subordinate) Origin Manufactured Housing Contract
                  Senior/Subordinate Asset-Backed Certificates, Series 2001 and
                  all Class R (Subordinate) Origin Manufactured Housing Contract
                  Senior/Subordinate Asset-Backed Certificates, Series 2001.

            (m)   Licenses and Permits. The Company Entities will have obtained
                  all material licenses and permits necessary to permit the
                  Company Entities to carry on the Business from and after the
                  Effective Date.

            (n)   Employment Agreements. The Company will have entered into, or
                  received assignments of, Employment Agreements (collectively,
                  the Employment Agreements") which have been approved by the
                  Board of Managers with each of Ronald A. Klein, James V.
                  Smith, Mark Landschulz, Paul Galaspie, and each of the
                  Employment Agreements shall contain a covenant not to compete
                  which is satisfactory to the Board of Managers.

            (o)   Conditions Precedent. The Conditions Precedent (As defined in
                  the Investment Agreement) set forth in the Investment
                  Agreement have all been satisfied.

      7.2.  Conditions Precedent to Origen's and Bingham's Obligation. The
            obligation of the Origen Entities and Bingham to consummate the
            transactions contemplated in this Agreement at the Closing is
            subject to the satisfaction of all of the following conditions, any
            of which may be waived (but only in writing) by Bingham:

            (a)   The Company's Representations and Warranties. All
                  representations, warranties and covenants made by the Company
                  in this Agreement shall have been true and correct in all
                  material respects on the date of this Agreement and shall be
                  true and correct in all material respects as of the Closing
                  Date with the same force and effect as if they had been made
                  on and as of such date.

            (b)   Performance of Agreement. Each Company Entity shall have
                  performed and complied in all material respects with all of
                  its obligations under this Agreement which are to have been
                  performed or complied with on or prior to the Closing Date.

            (c)   Termination. This Agreement shall not have been terminated
                  pursuant to Section 10.1 below.

            (d)   Delivery of Closing Documents. Each Company Entity shall have
                  executed and delivered, or caused to be executed and
                  delivered, all of the documents described in Section 8.3
                  below. All documents relating to the


                                       27
<PAGE>
                  transactions contemplated in this Agreement shall be
                  reasonably satisfactory in form and content to Origen, Bingham
                  and their legal counsel.

            (e)   Litigation. There shall not be any litigation, action, suit,
                  claim, proceeding, order, investigation or inquiry pending or
                  threatened before any court or quasi-judicial or
                  administrative agency to, or pursuant to which a judgment,
                  order, decree, stipulation, injunction or charge could be
                  entered which could: (i) enjoin or prevent the consummation of
                  the transactions contemplated in this Agreement or the
                  Attendant Documents, or (ii) cause any of the transactions
                  contemplated in this Agreement or the Attendant Documents to
                  be rescinded following consummation thereof.

8.    CLOSING

      8.1.  Closing. The closing (the "Closing") of the transactions
            contemplated in this Agreement shall be held at the offices of
            Jaffe, Raitt, Heuer & Weiss, Professional Corporation, One Woodward
            Avenue, Suite 2400, Detroit, Michigan, as soon as reasonably
            possible following execution of the Agreement and upon satisfaction
            of each of the conditions precedent set forth in Sections 7.1
            (except for the condition set forth in Section 7.1(m)) and 7.2
            above, but in no event later than December 18, 2001 (the "Closing
            Deadline"), or at such other location and time as the Parties may
            mutually agree. As used in this Agreement, the term "Closing Date"
            means the date on which the Closing actually occurs.

      8.2.  Documents to Be Delivered at Closing by the Origen Entities and
            Bingham. At the Closing, the Origen Entities and Bingham shall
            properly execute (if necessary) and deliver to the Company, or cause
            to be executed and delivered to the Company, the following:

            (a)   Such certificates and documents ("Merger Certificates") which
                  are required by the State of Virginia and the State of
                  Delaware to effect any of the Mergers.

            (b)   A Covenant Not to Compete and Confidentiality Agreement
                  executed by Bingham (the "Covenant"), the form of which is
                  attached to this Agreement as Exhibit B.

            (c)   The Employment Agreements or, as applicable, assignments of
                  Employment Agreements.

            (d)   The Pledge Agreement.

            (e)   An opinion of Williams, Williams, Ruby & Plunkett, counsel to
                  Origen and Bingham, addressed to the Company, the form of
                  which is attached to this Agreement as Exhibit C.

            (f)   A Closing Certificate, executed by an officer of each of
                  Origen and Bingham, to the effect that (i) all of the
                  representations and warranties made by such Party in this
                  Agreement are true and correct in all material respects on the
                  Closing Date with the same force and effect as though made on
                  and as of the Closing Date, (ii) such Party and each Origen
                  Entity has performed and complied in all material respects
                  with all of its


                                       28
<PAGE>
                  obligations under this Agreement which are to have been
                  performed or complied with on or prior to the Closing Date,
                  (iii) since the date of this Agreement, each Origen Entity and
                  Bingham have operated the Business only in the ordinary
                  course, and (iv) there has been no Material Adverse Effect
                  from the date of this Agreement to the Closing Date.

            (g)   A Secretary's Certificate, executed by the Secretary or
                  Assistant Secretary of each of the Origen Entities and
                  Bingham, attaching a copy of the charter or articles of
                  incorporation and bylaws of such Party and each Origen Entity
                  and a copy of the resolutions of such Party's and each Origen
                  Entity's board of directors and shareholders approving the
                  transactions contemplated in this Agreement, and the officer
                  executing such certificate shall certify that, as of the
                  Closing Date, such charters, articles of incorporation, bylaws
                  and resolutions are true, complete and correct, have not be
                  altered or repealed and are in full force and effect.

            (h)   All of the Assets and all of the Leased Personal Property.

            (i)   A signature page to the Limited Liability Company Agreement
                  duly executed by an authorized officer of Bingham.

            (j)   If required pursuant to Section 7.1(f), the Post Closing
                  Agreement.

            (k)   Such other documents and instruments as are contemplated in
                  this Agreement or as the Company or the Company's counsel may
                  reasonably request in order to evidence or consummate the
                  transactions contemplated in this Agreement or to effectuate
                  the purpose or intent of this Agreement.

      8.3.  Documents to be Delivered at Closing by the Company. At the Closing,
            the Company shall properly execute (if necessary) and deliver to the
            Seller, or cause to be executed and delivered to the Seller, as the
            case may be, the following:

            (a)   The Merger Certificates.

            (b)   The Covenant.

            (c)   The Employment Agreements or, as applicable, assumptions of
                  assigned Employment Agreements.

            (d)   An opinion of Jaffe, Raitt, Heuer & Weiss, Professional
                  Corporation, counsel to the Company, addressed to Origen and
                  Bingham, the form of which is attached to this Agreement as
                  Exhibit D.

            (e)   A Closing Certificate, executed by an officer of the Company,
                  to the effect that (i) all of the representations and
                  warranties made by the Company in this Agreement are true and
                  correct in all material respects on the Closing Date with the
                  same force and effect as though made on and as of the Closing
                  Date, and (ii) each Company Entity has performed and complied
                  in all material respects with all of its obligations under
                  this Agreement which are to have been performed or complied
                  with on or prior to the Closing Date.


                                       29
<PAGE>
            (f)   A Certificate, executed by the Secretary or Assistant
                  Secretary of the Company and the manager of each other Company
                  Entity, attaching a copy of the articles of organization or
                  certificate of formation and limited liability company
                  agreement or operating agreement of each Company Entity and a
                  copy of the resolutions of the Company's board of managers
                  approving the transactions contemplated in this Agreement, and
                  the officer or manager executing such certificate shall
                  certify that, as of the Closing Date, such articles of
                  organization, certificate of formation, limited liability
                  company agreement, operating agreement and resolutions are
                  true, complete and correct, have not be altered or repealed
                  and are in full force and effect.

            (g)   If required pursuant to Section 7.1(f), the Post Closing
                  Agreement.

            (h)   Such other documents and instruments as are contemplated in
                  this Agreement or as Origen, Bingham or their counsel may
                  reasonably request in order to evidence or consummate the
                  transactions contemplated in this Agreement or to effectuate
                  the purpose or intent of this Agreement.

      8.4.  Filings. If the condition set forth in Section 7.1(m) is not
            fulfilled at the time of the Closing, at such time thereafter as
            such condition is fulfilled, or at any time prior thereto, at the
            election of the Company, the Parties (or the Company at its election
            unilaterally) will cause the Merger Certificates to be filed with
            the Secretary of State of Delaware and the Virginia State
            Corporation Commission, as appropriate, and shall do all other
            things which may be necessary and proper to cause the Mergers to
            become immediately effective.

9.    INDEMNIFICATION

      9.1.  Indemnification of the Company Entities. Bingham shall indemnify,
            defend and hold harmless the Company Entities and their officers,
            directors, managers, members, shareholders, employees, independent
            contractors, agents, successors and assigns (collectively, the
            "Company Parties") from and against any and all liabilities, losses,
            costs or expenses which any of the Company Parties may suffer or for
            which any of the Company Parties may become liable and which are
            based on, the result of, arise out of or are otherwise related to
            any of the following:

            (a)   any inaccuracy or misrepresentation in, or breach of any
                  representation or warranty of Origen or Bingham in this
                  Agreement, any of the Attendant Documents or any certificate,
                  schedule, list or other instrument to be furnished by an
                  Origen Entity or Bingham to the Company pursuant to this
                  Agreement or any of the Attendant Documents;

            (b)   any breach or failure of an Origen Entity or Bingham to
                  perform any covenant or agreement required to be performed by
                  an Origen Entity or Bingham pursuant to this Agreement or any
                  of the Attendant Documents (including, without limitation
                  thereto, the Post Closing Agreement);

            (c)   Any Origen Entity's non-compliance with the provisions of any
                  bulk transfer law applicable to the transactions contemplated
                  in this Agreement;

            (d)   any claim, demand, suit, action or legal, administrative or
                  other proceeding by any person (other than a Party) or any
                  federal, state or local department,


                                       30
<PAGE>
                  agency or other governmental body (a "Third Party Claim")
                  against any of the Company Parties resulting from, arising out
                  of or in any way related to the failure of Bingham or an
                  Origen Entity to perform, pay or discharge any Excluded
                  Liability; and

            (e)   any and all actions, suits, proceedings, demands, assessments,
                  judgments, costs and expenses, including reasonable attorneys'
                  and consultants' fees (collectively, "Related Expenses"),
                  incident to any of the foregoing.

      9.2.  Indemnification of Bingham. The Company shall indemnify, defend and
            hold harmless Bingham and its officers, directors, shareholders,
            employees, independent contractors, agents, successors and assigns
            (collectively, the "Bingham Parties") from and against any and all
            liabilities, losses, costs or expenses which any of the Bingham
            Parties may suffer or for which any of the Bingham Parties may
            become liable and which are based on, the result of, arise out of or
            are otherwise related to any of the following:

            (a)   any inaccuracy or misrepresentation in, or breach of any
                  representation or warranty of the Company contained in, this
                  Agreement, any of the Attendant Documents or any certificate,
                  schedule, list or other instrument to be furnished by the
                  Company pursuant to this Agreement or any of the Attendant
                  Documents;

            (b)   any breach or failure of a Company Entity to perform any
                  covenant or agreement required to be performed by it pursuant
                  to this Agreement or any of the Attendant Documents
                  (including, without limitation thereto, the Post Closing
                  Agreement);

            (c)   any Third Party Claim against any of the Bingham Parties
                  resulting from, arising out of or in any way related to the
                  failure of a Company Entity to perform, pay or discharge any
                  Assumed Liability; and

            (d)   any and all Related Expenses incident to any of the foregoing.

      9.3.  Claims for Indemnification. Whenever any claim shall arise for
            indemnification under this Section 9, even if no payment is then due
            on account thereof, the Party seeking indemnification (the
            "Indemnified Party") shall notify (the "Notice") the Party against
            whom indemnification is sought (the "Indemnifying Party") of the
            claim. In the event of any Third Party Claim, the Indemnified Party
            shall provide the Notice within thirty (30) days after the
            Indemnified Party has actual knowledge of its existence and, when
            known, the facts constituting the basis for such claim, but the
            failure to so notify the Indemnifying Party shall not relieve the
            Indemnifying Party of any liability that it may have to the
            Indemnified Party, except to the extent that the Indemnifying Party
            demonstrates that the defense of such Third Party Claim is
            materially prejudiced by the Indemnified Party's failure to give
            such notice. In the event of any Third Party Claim, the Notice shall
            specify, if known, the amount or an estimate of the amount of the
            liability arising therefrom. The Indemnified Party shall not settle
            or compromise any Third Party Claim without the prior written
            consent of the Indemnifying Party, which consent shall not be
            unreasonably withheld, conditioned or delayed, unless suit shall
            have been instituted against the Indemnified Party and the
            Indemnifying Party shall not have taken control of such suit in
            accordance with Section 9.4 below.


                                       31
<PAGE>
      9.4.  Defense by the Indemnifying Party. Within fifteen (15) days after
            receipt of the Notice, the Indemnifying Party, at its sole cost and
            expense, may, upon written notice to the Indemnified Party, assume
            the defense of any Third Party Claim. If the Indemnifying Party
            timely assumes the defense of any Third Party Claim, the
            Indemnifying Party shall select counsel reasonably acceptable to the
            Indemnified Party to conduct the defense of such Third Party Claim
            and, at the sole cost and expense of the Indemnifying Party, the
            Indemnifying Party shall take all steps necessary in the defense or
            settlement thereof. The Indemnified Party shall be entitled to
            participate in (but not control) the defense of any Third Party
            Claim, with its own counsel and at its own expense; provided,
            however, that if the named parties to any such action (including any
            impleaded parties) include both the Indemnifying Party and the
            Indemnified Party, and the Indemnified Party has been advised by
            counsel that there may be one or more legal defenses available to it
            that are different from or additional to those available to the
            Indemnifying Party, then the Indemnified Party may employ separate
            counsel at the expense of the Indemnifying Party. The Indemnifying
            Party shall not consent to a settlement of, or the entry of any
            judgment arising from, any Third Party Claim without the prior
            written consent of the Indemnified Party, which consent shall not be
            unreasonably withheld, conditioned or delayed. If the Indemnifying
            Party fails to give the Indemnified Party written notice within
            fifteen (15) days after the Indemnifying Party's receipt of the
            Notice that the Indemnifying Party is assuming the defense of such
            Third Party Claim or if the Indemnifying Party fails to assume and
            continually maintain the defense of the Third Party Claim within
            fifteen (15) days after the Indemnifying Party's receipt of the
            Notice, the Indemnified Party may assume sole control of defense or
            settlement of such claim at the sole cost and expense of the
            Indemnifying Party. If the Indemnifying Party thereafter seeks to
            question the manner in which the Indemnified Party defended such
            Third Party Claim or the amount or nature of any such settlement,
            the Indemnifying Party shall have the burden to prove by a
            preponderance of the evidence that the Indemnified Party did not
            defend or settle such Third Party Claim in a reasonably prudent
            manner.

      9.5.  Minimization of Indemnities. Each Party shall use reasonable efforts
            to minimize the indemnification obligations of the other Parties
            under this Section 9 by, among other reasonable things and without
            limiting the generality of the foregoing, taking such reasonable
            remedial action as it believes may minimize such obligation and
            seeking to the maximum extent possible reimbursement from insurance
            carriers under applicable insurance policies covering any such
            liability.

      9.6.  Assignment of Claims. Each Party agrees that on satisfaction of the
            obligation to indemnify under this Section 9, and in consideration
            of such obligation, it will assign to the Party or Parties making
            such payment or giving such credit any and all claims, causes of
            action and demands of whatever kind and nature which such
            indemnified Party may have against any person, firm or other entity
            giving rise to such indemnified loss, and to reasonably cooperate in
            any efforts to recover therefrom.

      9.7.  Remedies Not Exclusive. Each Party shall be entitled to exercise and
            resort to all rights and remedies for misrepresentation or breach as
            are afforded to such Party at law or in equity, including, without
            limitation, rescission, specific performance, action for damages or
            such other remedies and relief as may be afforded to such Party,
            under this Agreement or by a court of competent jurisdiction.
            Neither the existence or exercise of any specific remedies is
            intended to be exclusive of or


                                       32
<PAGE>
            impair or otherwise adversely affect in any manner whatsoever any
            rights, remedies or relief otherwise available to any Party, and
            each and every right and remedy shall be cumulative and in addition
            to every other right and remedy provided in this Agreement or by
            law.

      9.8.  Limitation on Indemnities. Any provision of this Agreement to the
            contrary notwithstanding, no claim for indemnification by any Party
            against another Party shall be valid and assertable unless and until
            the aggregate amount of all claims exceeds $250,000 (the "Basket
            Amount"), but then such Party may seek indemnification for the full
            amount of all such claims. Notwithstanding any provision of this
            Agreement to the contrary notwithstanding, the Basket Amount shall
            not apply to: (i) the failure of the Company to perform, pay or
            discharge any Assumed Liability, (ii) the failure of any Origen
            Entity to perform, pay or discharge any Excluded Liability, (iii)
            any claim relating to an Origen Entity's non-compliance with the
            provisions of any bulk transfer law, or (iv) any Related Expenses
            incident to any of the foregoing.

      9.9.  Setoff and Pledge. Bingham hereby grants the Company the right to
            offset against any amounts owing from the Company to Bingham,
            including any distributions to be made by the Company to Bingham
            pursuant to the Limited Liability Company Agreement, or otherwise,
            an amount equal to any obligations which Bingham may have to any of
            the Company Entities pursuant to Section 9.1 above. Further, Bingham
            agrees to execute and deliver to the Company at the Closing, a
            pledge agreement (the "Pledge Agreement"), which in form and
            substance is satisfactory to the Board of Managers, pursuant to
            which Bingham shall pledge to the Company its entire membership
            interest in the Company in order to secure its obligations set forth
            in Section 9.1 above.

10.   TERMINATION

      10.1. Termination. This Agreement may be terminated at any time before the
            Closing:

            (a)   by the mutual consent of the Parties; or

            (b)   by Bingham if any of the conditions set forth in Section 7.2
                  above have not been fulfilled, satisfied or waived by the
                  Closing Deadline or a the Company Entity breaches any covenant
                  or agreement set forth in this Agreement at a time when no
                  Origen Entity nor Bingham are in default of this Agreement; or

            (c)   by the Company if any of the conditions set forth in Section
                  7.1 above have not been fulfilled, satisfied or waived by
                  Closing Deadline or an Origen Entity or Bingham breaches any
                  covenant or agreement set forth in this Agreement at a time
                  when no Company Entity is in default of this Agreement.

      10.2. Effect of Termination. If terminated in accordance with Section 10.1
            above, this Agreement shall be null and void and have no further
            force or effect, except as provided in the remaining provisions of
            this Section 10.2. Subject to the last sentence of this Section
            10.2, in the event a Party terminates this Agreement as a result of
            a material breach by another Party, then, as its sole and exclusive
            remedy under this Agreement, such non-breaching Party shall be
            entitled to recover from the defaulting Party all out-of-pocket
            expenses incurred by it and any of its


                                       33
<PAGE>
            affiliates (including, without limitation, legal and accounting fees
            and expenses) in connection with (a) the preparation, drafting and
            negotiation of this Agreement and any other document related to the
            transactions contemplated in this Agreement, and (b) the due
            diligence review by the Company of the Origen Entities and the
            Business, together with appropriate damages in connection therewith.
            For purposes of this Section 10.2 and 10.1, a breach by any Company
            Entity shall be deemed to be a breach by all Company Entities and a
            breach by any Origen Entity or Bingham shall be deemed to be a
            breach by Bingham and all Origen Entities. Notwithstanding anything
            to the contrary set forth in this Section 10.2, or this Agreement,
            no provision of this Agreement, including this Section 10.2, shall
            in any way affect or diminish the right of a Party to receive any
            sums due that Party pursuant to Section 8(b) of the Investment
            Agreement.

11.   MISCELLANEOUS.

      11.1. Notices. Any notice, request, waiver, information or other document
            to be given hereunder to any of the Parties by any other Party shall
            be in writing and shall be deemed to have been duly given if
            delivered personally, sent by certified mail, postage prepaid, or
            sent by next day or overnight mail or delivery, as follows:

      If to an Origen Entity or Bingham:     With a required copy to:

      Bingham Financial Services             Williams, Williams, Ruby & Plunkett
      Corporation                            380 N. Old Woodward, Suite 300
      260 East Brown Street, Suite 200       Birmingham, MI 48009
      Birmingham, MI 48009                   Attn: James A. Williams
      Attn: Ronald A. Klein                  Fax: 248-642-0856
      Fax: 248-644-5595

      If to a Company Entity:                With a required copies to:

      Origen Financial, L.L.C.               Jaffe, Raitt, Heuer & Weiss, P.C.
      260 East Brown Street, Suite 200       One Woodward Avenue, Suite 2400
      Birmingham, MI 48009                   Detroit, MI 48226
      Attn: Ronald A. Klein                  Attn: David H. Raitt
      Fax: 248-644-5595                      Fax: 313-961-8358

                                             And

                                             Shiffman Family LLC
                                             c/o Sun Communities, Inc.
                                             31700 Middlebelt Road
                                             Suite 145
                                             Farmington Hills, MI  48334
                                             Attn: Gary A. Shiffman
                                             Fax: (248) 932-3072

            Any Party may change the address to which notices hereunder are to
            be sent to it by giving written notice of such change of address in
            the manner herein provided for giving notice. Any notice delivered
            personally shall be deemed to have been given on the date it is so
            delivered, any notice delivered by registered or certified mail
            shall be deemed to have been given on the date it is received and
            any notice


                                       34
<PAGE>
            sent by next day or overnight mail or delivery shall be deemed to
            have been delivered on the next business day.

      11.2. Headings. The headings contained in this Agreement are for reference
            purposes only and shall not in any way affect the meaning or
            interpretation of this Agreement.

      11.3. Governing Law. Except for matters applicable to the Mergers, which
            shall be governed by the Delaware Statute and the Virginia Statute,
            this Agreement shall be governed by and construed in accordance with
            the laws of the State of Michigan applicable to contracts made and
            to be performed therein. The Parties hereto hereby irrevocably
            submit to the jurisdiction of the courts of the State of Michigan
            and the Federal courts of the United States located in the State of
            Michigan in respect of the interpretation and enforcement of the
            provisions of this Agreement and of the documents referred to in
            this Agreement.

      11.4. No Assignment; Benefit. This Agreement shall be binding upon and
            inure to the benefit of the Parties hereto and their respective
            successors, assigns, heirs and legal representatives.

      11.5. Entire Agreement. This Agreement and the exhibits and schedules
            attached hereto and the Limited Liability Company Agreement contain
            the entire agreement of the Parties hereto with respect to the
            Mergers and the other transactions contemplated herein, and
            supercede all prior understandings and agreements of the Parties
            with respect to the subject matter hereof. Any reference herein to
            this Agreement shall be deemed to include the schedules and exhibits
            attached hereto.

      11.6. Tax Matters.

            (a)   The Company shall pay all state and local transaction
                  privilege, business privilege, sales, use and transfer taxes
                  (including taxes, if any, imposed on the transfer of real and
                  personal property) and similar taxes, and all filing,
                  recording and registration fees, if any, payable in connection
                  with the transactions contemplated in this Agreement.

            (b)   Bingham shall be responsible for the preparation and filing of
                  all Tax Returns for the Business for all periods ending on or
                  before the Closing Date as to which Tax Returns are due after
                  the Closing Date. Bingham shall make all payments required
                  with respect to any such Tax Returns.

            (c)   The Company shall be responsible for the preparation and
                  filing of all Tax Returns for the Business for all periods
                  ending after the Closing Date as to which Tax Returns are due
                  after the Closing Date. The Company will make all payments
                  required with respect to any such Tax Returns; provided,
                  however, that Bingham shall reimburse the Company concurrently
                  with the filing of such Tax Returns to the extent any payment
                  the Company makes relates to the operation of the Business by
                  any Origen Entity for any period ending on or before the
                  Closing Date.

      11.7. Counterparts. This Agreement may be executed in counterparts, each
            of which shall be deemed an original and all of which together shall
            be considered one and


                                       35
<PAGE>
             the same agreement. Photostatic or facsimile reproductions of this
             Agreement may be made and relied upon to the same extent as
             originals.

      11.8.  Waiver. The waiver by any Party of any breach of any provision of
             this Agreement shall not operate or be construed as a waiver of any
             subsequent or similar breach.

      11.9.  Amendment. This Agreement may only be amended by written agreement
             executed by all of the Parties.

      11.10. Brokerage or Finder's Fee. Any and all brokerage fees due and
             payable to any broker, finder, agent or similar intermediary in
             connection with this Agreement or the transactions contemplated
             hereby shall be borne by the Party responsible for retaining, or
             claimed to be responsible for retaining, such broker, finder, agent
             or similar intermediary.

      11.11. Publicity. No press release or other public announcement related to
             this Agreement or the transactions contemplated hereby will be
             issued by any Party hereto without the prior approval of the other
             Parties, except that any Party may make such public disclosure
             which it believes in good faith to be required by law or by the
             terms of any listing agreement with a securities exchange (in which
             case such Party will consult with the other Parties prior to making
             such disclosure).

      11.12. No Third Party Beneficiaries. The rights and obligations of the
             Parties under this Agreement are for the benefit of the Parties,
             the Company Parties and the Bingham Parties only, and neither any
             creditor of any of the Parties, the Company Parties or the Bingham
             Parties, nor any other person or entity (other than a successor in
             interest to the any of the Parties, the Company Parties or the
             Bingham Parties), shall have the right to rely on or enforce the
             provisions of this Agreement as a third-party beneficiary or
             otherwise. Without limiting the generality of the foregoing, the
             discretions granted to any of the Parties, the Company Parties or
             the Bingham Parties in this Agreement are personal to them, and no
             receiver, trustee or liquidator of the any of them, or any other
             person or entity, shall the right or power to exercise any such
             discretions.

             [the remainder of this page intentionally left blank -
                      the next page is the signature page]


                                       36
<PAGE>
      IN WITNESS WHEREOF, the Parties have executed this Merger Agreement as of
the date first written above.


                                     ORIGEN FINANCIAL, INC.,
                                     a Virginia corporation

                                     By:  /s/ Ronald A. Klein
                                          -------------------------------------

                                     Its: Chairman
                                          -------------------------------------


                                     BINGHAM FINANCIAL SERVICES CORPORATION,
                                     a Michigan corporation

                                     By:  /s/ Ronald A. Klein
                                          -------------------------------------

                                     Its: President and Chief Executive Officer
                                          -------------------------------------


                                     ORIGEN MANUFACTURED HOME FINANCIAL, INC.,
                                     a Virginia corporation

                                     By:  /s/ Ronald A. Klein
                                          -------------------------------------

                                     Its: Chief Executive Officer
                                          -------------------------------------


                                     DYNEX INSURANCE AGENCY, INC.,
                                     a Virginia corporation

                                     By:  /s/ Ronald A. Klein
                                          -------------------------------------

                                     Its: Chief Executive Officer
                                          -------------------------------------


                                       37
<PAGE>
                                     ORIGEN FINANCIAL L.L.C.,
                                     a Delaware limited liability company

                                     By:  /s/ Ronald A. Klein
                                          -------------------------------------

                                     Its: Manager
                                          -------------------------------------


                                     ORIGEN MANUFACTURED HOME FINANCIAL, L.L.C.,
                                     a Virginia corporation

                                     By:  /s/ Ronald A. Klein
                                          -------------------------------------

                                     Its: Manager
                                          -------------------------------------


                                     ORIGEN INSURANCE AGENCY, L.L.C.,
                                     a Virginia corporation

                                     By:  /s/ Ronald A. Klein
                                          -------------------------------------

                                     Its: Manager
                                          -------------------------------------


                                       38
<PAGE>
                                LIST OF SCHEDULES

1.2.(b)     Furniture, Fixtures and Other Fixed Assets
1.2.(d)     Intellectual Property
1.2.(f)     Equipment, Machinery and Vehicles
1.2.(g)     Personal Property Leases
1.2.(h)     General Contracts
1.2.(i)     Licenses and Permits
1.2.(j)     Warranties
1.2.(k)     Leased Real Property
1.2.(l)     Owned Real Property
1.33        Floorplan Loans
1.42        Knowledge
1.75        Permitted Liens
4.1         Foreign Jurisdictions
4.3         Intellectual Property Exceptions
4.4         Contracts
4.6(a)      Permit and License Exceptions
4.6(b)      Mortgage Licenses
4.7         Owned Real Property Exceptions
4.8         Leased Real Property Exceptions
4.9         Accounts Receivable Exceptions
4.10        Liens/Permitted Liens
4.11        Condition of Assets Exceptions
4.12        Litigation Exceptions
4.13        Compliance with Applicable Laws and Regulations Exceptions
4.14        Employees
4.15        Employee Relations Exceptions
4.16        Employee Benefit Plan Exceptions
4.17        Financial Statements
4.18        Undisclosed Liabilities
4.19        Tax Matter Exceptions
4.20        Environmental Exceptions
4.21(a)     All Consents, Approvals and Authorizations
4.21(b)     Pre-Closing Consents, Approvals and Authorizations
4.22        Insurance Exceptions
4.23        Interim Operations Exceptions
4.27        Capitalization