NATIONAL
      CITY

    


    MASTER
      TREASURY MANAGEMENT SERVICES AGREEMENT

    


    NATIONAL
      CITY BANK (“National
      City”) and FREEDOM
      FINANCIAL MORTGAGE CORPORATION (“Client”)
      are entering into a Master Treasury Management Services Agreement (the “Master
      Agreement”), consisting of the following general terms and conditions (these
“General Terms and Conditions”), the Software Addendum attached hereto, and
      product guides (“Product Guides”) for the treasury management services selected
      by Client on a Master Selection Sheet from time to time (“Services”), as of this
      27th
      day of
      March, 2007.

    


    Client
      and National City, intending to be legally bound, hereby agree as
      follows:

    


    
      	 	
              1.

            	
              Services;
                Accounts. National
                City will provide one or more Services in connection with designated
                deposit accounts (the “Accounts”) maintained by Client at National City
                and/or banking affiliates of National City (“Affiliates”) from time to
                time. The Accounts are and continue to be governed by Account rules,
                agreements, disclosures, and other documents as may be in effect
                from time
                to time in connection with the Accounts (collectively, the “Account
                Rules”), except as expressly provided in the Master Agreement. Client
                agrees to comply with all rules, regulations, and procedures set
                forth in
                product manuals and related materials furnished by National City
                from time
                to time in connection with the
                Services.

            


    

    


    
      	 	
              2.

            	
              Client
                Representations. Client
                represents that it will use the Services only for its own internal
                and
                proper business purposes and will not sell, lease, or otherwise provide,
                directly or indirectly, any of the Services or any portion thereof
                to any
                third party, except as may be specifically authorized in a Product
                Guide.
                Client further represents and agrees that it will perform its obligations
                under the Master Agreement in accordance with all applicable laws
                and
                regulations, including, without limitation, those administered by
                the
                United States Office of Foreign Assets Control
                (OFAC).

            


    

    


    
      	 	
              3.

            	
              Information;
                Instructions. Client
                will provide Account information and other necessary processing
                instructions to National City in a form acceptable to National City
                in
                order to enable National City to provide the Services. Client agrees
                to
                use its best efforts to ensure that all such information and instructions
                provided to National City by or on behalf of Client are accurate
                and
                complete and have not been modified by deletion or other alteration.
                National City is not responsible for delays and errors caused by
                Client’s
                failure to provide National City with such information and/or instructions
                on a timely basis or caused by inaccurate, incomplete, garbled, or
                otherwise unprocessable information and/or
                instructions.

            


    

    


    
      	 	
              4.

            	
              Additional
                Information. Client
                will supply any information National City may reasonably request
                evidencing any individual’s authority to take any action contemplated
                under the Master Agreement. National City shall be entitled to rely
                upon
                any written, oral, or electronic notice or communication believed
                by it in
                good faith to be genuine and to have been signed or given by an authorized
                individual, and any such communication shall be deemed to have been
                signed
                or given by Client. Except as otherwise expressly provided for in
                a
                Product Guide, National City shall not be required to act upon any
                notice
                or communication received from Client, or to provide any notice or
                communication to Client with respect to any matter.
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              5.

            	
              Security
                Devices; Responsibility. National
                City may, from time to time, provide or assign to Client security
                procedures, personal identification numbers (“PINs”), initial and
                replacement passwords, physical security devices, telephone numbers,
                and
                other confidential codes (collectively, “Security Devices”). Client shall
                control the distribution and safekeeping of, and access to, all Security
                Devices. Client shall promptly notify National City of any breach
                of
                security involving any Security Devices, including without limitation,
                the
                actual or suspected misuse, loss, misplacement, or unauthorized disclosure
                thereof. Client shall be solely responsible for any transactions
                resulting
                from Client’s failure to control the distribution and safekeeping of, and
                access to, any Security Devices. Any information and/or instructions
                accompanied by an appropriate Security Device will be deemed to have
                been
                made by Client.

            


    

    


    
      	 	
              6.

            	
              Electronic
                Recording. If
                a dispute arises between Client and National City with respect to
                one or
                more terms of any transaction initiated, amended, or confirmed by
                telephonic communication, then any electronic recording of the telephonic
                communication maintained by National City in the ordinary course
                of
                business shall be conclusive as to the terms of the transaction in
                dispute.

            


    

    


    
      	 	
              7.

            	
              Compensation.
                Client
                shall compensate National City for its performance of the Services
                at the
                rates agreed to by the parties at the time the Services are selected;
                provided, however, that National City shall have the right to modify
                its
                rates for each Service upon at least thirty (30) days prior notice
                to
                Client. Client shall be responsible for any and all applicable federal,
                state, and local taxes related to said compensation and the performance
                of
                Services including, without limitation, sales, use, value added,
                and gross
                receipts taxes, but excluding taxes based on National City’s
                income.

            


    

    


    
      	 	
              8.

            	
              Notification.
                Except
                as otherwise provided in a Product Guide, Client must review periodic
                Account statements and other advices received from National City
                and
                report any discrepancy or unauthorized transaction to National City
                in
                writing within thirty (30) calendar days from the date the statement
                or
                other advice containing such discrepancy or unauthorized transaction
                is
                mailed or otherwise made available to Client by National City. If
                Client
                fails to do so, Client shall be precluded from asserting any discrepancy
                or unauthorized transaction contained therein, and National City
                shall be
                relieved of liability for any such discrepancy or unauthorized
                transaction, including any loss of interest in connection therewith.
                Client and National City agree that this provision shall have no
                effect on
                Client’s obligation to review each Account statement and report
                alterations, unauthorized signatures, unauthorized endorsements,
                and any
                other errors to National City in accordance with the Account
                Rules.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              9.

            	
              Available
                Funds. Client
                agrees to maintain available funds on deposit at all times in the
                Accounts
                sufficient in amount to cover in full all outgoing funds transfers
                which
                are effected in connection with any of the Services and Client’s other
                payment or reimbursement obligations to National City in connection
                with
                the Services. In the event Client fails to maintain available funds
                on
                deposit, National City may refuse to effect any outgoing funds transfers
                from the applicable Account and/or refuse to provide the Services
                to which
                such payment or reimbursement relates until sufficient funds are
                deposited
                or payment or reimbursement is received by National City. National
                City
                shall have the right without prior notice or demand to charge any
                of the
                Accounts to obtain payment of any amount due and payable to it. In
                the
                event there are insufficient available funds in the Accounts to cover
                these transfers and/or obligations, Client agrees to pay for such
                obligations upon demand by immediate delivery of available funds
                and
                further agrees that National City may, at its option, (a) overdraw
                Client’s Accounts and charge Client for the use of the funds or (b) charge
                any deposit account maintained by Client at National City or any
                Affiliate
                to obtain such funds.

            


    

    


    
      	 	
              10.

            	
              Client
                Hardware and Software. Client
                will provide and maintain, and shall be solely responsible for hardware,
                software programs (“Software”), and/or delivery channels, including,
                without limitation, internet service providers, not supplied or specified
                by National City. In addition, Client shall be solely responsible
                to
                ensure that any such hardware and/or software conforms to the standards
                established by National City from time to
                time.

            


    

    


    
      	 	
              11.

            	
              Software
                Addendum. Some
                of the Services provided by National City hereunder require Client
                to use
                Software made available by National City. The rights, duties, and
                obligations of National City and Client with respect to any such
                Software
                are set forth in the Software Addendum attached to these General
                Terms and
                Conditions and incorporated herein by
                reference.

            


    

     

    
      	 	
              12.

            	
              No
                Warranties. NATIONAL
                CITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
                LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
                FOR A
                PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED BY NATIONAL
                CITY
                OR THE USE OF THE RECOMMENDED HARDWARE AND/OR SOFTWARE IN CONNECTION
                THEREWITH.

            


    

    


    
      	 	
              13.

            	
              Liabilities;
                Indemnification. National
                City shall be required to perform only the Services which it has
                expressly
                agreed to provide and shall be liable only for losses or damages
                caused by
                its failure to exercise ordinary care in the performance of the Services.
                National City shall not be responsible for Client’s acts or omissions or
                those of any other person, including, without limitation, any Federal
                Reserve Bank or transmission or communications facility or any other
                non-affiliated financial institution, and no such party shall be
                deemed to
                be National City’s agent. Client and National City agree that National
                City’s liability, if any, for loss of interest on any funds transfer shall
                be calculated by using the rate of interest, as reasonably determined
                by
                National City, payable to National City for the purchase of “federal
                funds” at the time or times in question on a daily overnight basis. Client
                shall reimburse and indemnify National City and hold National City
                harmless from and against any and all losses, damages, expenses (including
                reasonable attorneys’ fees), fines, and penalties arising from, and shall
                defend National City in connection with, any and all claims, actions,
                and
                suites brought by third parties in connection with any of the Services
                provided to Client, unless the sole basis for such claim, action,
                or suit
                is National City’s gross negligence or willful misconduct. In any event,
                National City shall not be liable for any special, consequential,
                incidental, or punitive losses, damages, or expenses (including attorneys’
                fees) in connection with any of the Services, even if National City
                has
                knowledge of the possibility thereof. This provision shall survive
                the
                termination of the Master
                Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              14.

            	
              Foreign
                Transactions. As
                to any U.S. dollar amount which is payable in a foreign country,
                National
                City does not guarantee that its correspondents or agents can or
                will make
                payment in U.S. dollars, nor does National City guarantee that there
                will
                not be a charge made by some other bank or other entity in connection
                therewith. Client agrees that neither National City nor its correspondents
                or agents shall be liable for any loss or damage due to errors, omissions,
                delays, loss, or destruction in or through the mail, telegraph, or
                cable
                of any country. In addition, National City shall not be responsible
                for
                the acts or omissions of any of its correspondents, sub-agents, or
                other
                agencies employed in making the payment requested. All tracers of
                non-receipt, late receipt, or of any other type are subject to National
                City’s ordinary charges and to charges, if any, of its correspondents
                or
                agents.

            


    

    


    
      	 	
              15.

            	
              Force
                Majeure. National
                City shall have no liability and shall be excused from any act, failure
                to
                act, or delay in acting if such act, failure, or delay is caused
                in whole
                or in part by orders or restraints of any kind of the government
                of the
                United States of America or any other country or of any state or
                other
                political subdivision and their respective departments, agencies,
                and/or
                officials, interruption of transmission or communications facilities,
                equipment failure, war, emergency conditions, acts of God, fire, labor
                disputes, power failures, acts or omissions of civil authority, civil
                disturbance, severe weather conditions, any present or future rules
                and
                regulations of any governmental authority, or any similar or dissimilar
                cause beyond National City’s control, so long as National City makes a
                reasonable effort to remove or avoid the effects thereof; provided,
                however, that the settlement of labor disputes shall be in the sole
                discretion of National City.

            


    

    


    
      	 	
              16.

            	
              Assignment.
                Client
                may not assign the Master Agreement, or any of its rights, duties,
                or
                obligations under the Master Agreement, including, without limitation,
                Client’s rights as a sublicense of Software, without the prior written
                consent of National City, and any attempted assignment without such
                consent shall be null and void; provided, however, that Client may
                assign
                its rights, duties, and obligations under the Master Agreement, in
                whole
                but not in part, to a subsidiary or affiliate of Client without the
                prior
                written consent of National City, so long as Client remains fully
                liable
                hereunder. National City may assign the Master Agreement or any of
                its
                rights, duties, or obligations under the Master Agreement, without
                the
                prior written consent of Client. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              17.

            	
              Subcontractors.
                National
                City may perform some or all of the Services hereunder through one
                or more
                subcontractors, provided that the hiring of any subcontractor to
                perform
                the Services hereunder shall not modify National City’s obligations to
                cause the Services to be provided hereunder. All references in the
                Master
                Agreement to National City include National City acting through its
                subcontractors and any subcontractor’s performance hereunder shall be
                deemed performance by National
                City.

            


    

    


    
      	 	
              18.

            	
              Independent
                Contractor. National
                City will perform the Services as an Independent contractor. Nothing
                in
                the Master Agreement shall be construed to create a relationship
                of
                employer and employee, principal and agent, partnership, or joint
                venture
                between the parties.

            


    

    


    
      	 	
              19.

            	
              Captions.
                Any
                paragraph or other captions are inserted for convenience only and
                shall
                not be considered a part of or affect the interpretation or construction
                of any of the provisions of the Master
                Agreement.

            


    

    


    
      	 	
              20.

            	
              Termination.
                The
                Master Agreement shall remain in full force and effect until terminated
                by
                either party in accordance with this paragraph. Termination of the
                Master
                Agreement will terminate all of the Services provided to Client.
                Notwithstanding the termination of the Master Agreement or any Service,
                the Master Agreement will remain in full force and effect with respect
                to
                all transactions that occur prior to the effective date of
                termination.

            


    

    


    Voluntary
      Termination. Either
      party may terminate the Master Agreement and/or any Service by providing notice
      to the other party. Such termination shall take effect as soon as practicable,
      but not more than ten (10) calendar days after receipt of such notice, unless
      Client and National City agree otherwise.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Events
      of Default; Termination. The
      occurrence of any of the following shall constitute an “Event of Default”
hereunder: (a) Client fails to pay any amount to National City within three
      (3)
      business days of its due date, or (b) Client fails to maintain available funds
      in any Account in accordance with paragraph 9 of these General Terms and
      Conditions, or ( c ) any voluntary petition by or involuntary petition against
      Client shall be filed pursuant to any chapter of any bankruptcy code or Client
      shall make an assignment for the benefit of creditors, or there shall be any
      other marshalling of the assets and liabilities of Client for the benefit of
      Client’s creditors. Upon the occurrence of an Event of Default, and in addition
      to any other remedies available to National City hereunder, by operation of
      law,
      or otherwise, National City shall have the right to terminate the Master
      Agreement and/or any Service immediately by giving Client notice thereof.
      Thereafter, National City shall have no further obligation to provide any such
      Services to Client. Client agrees to safeguard, remove, and deliver all
      properties belonging to National City at the time the Master Agreement or any
      Service is terminated, or prior to surrender of Client’s property to a receiver.
      Client shall reimburse National City for all costs and expenses (including
      reasonable attorneys’ fees and court costs) incurred by National City to enforce
      collection of any moneys due to it in connection with any Service or in
      enforcing Client’s obligations under the Master Agreement.

    


    
      	 	
              21.

            	
              Notices.
                All
                notices permitted or required by the Master Agreement shall be in
                writing
                and shall be deemed to have been duly given (a) upon personal delivery
                (whether by messenger, overnight delivery, telegram, or otherwise),
                (b)
                upon facsimile transmission (receipt of which is orally confirmed
                by the
                recipient) or upon transmission by tested telex, or ( c ) three (3)
                business days after deposit, postage prepaid, in the United States
                mail,
                if sent by certified or registered mail, return receipt requested,
                and
                addressed: 

            


    

     

    
      	In the case of notice to Client,
              to:	 	and in the case of notice to National
              City,
              to:
	 	 	 
	
              FREEDOM
                FINANCIAL MORTGAGE CORPORATION
                

            	 	NATIONAL CITY
              BANK
	6615 Brotherhood Way, Suite A 	 	                                                                                             
              
	Fort Wayne, IN 46825 	 	                                                                                             
              
	Attn: Robin Hunt	 	Attn:           
                                                                                      
              
	Fax: (260) 490-5004	 	Fax:                                                                                      
              


    

     

    or
      in
      accordance with such other address information as the party to receive notice
      may provide in writing to the other party in accordance with the above notice
      provisions. Any notice given by ay other method will be deemed to have been
      duly
      given upon receipt thereof. For the purposes of the Master Agreement, “Business
      Day” means a day on which National City’s main office is open to the public for
      carrying on substantially all of its banking functions, but shall not include
      Saturdays, Sundays or legal holidays.

    


    
      	 	
              22.

            	
              Conflicts.
                In
                the event of a conflict between the provisions of any Product Guide
                or the
                Software Addendum and these General Terms and Conditions, the provisions
                of the Product Guide shall prevail. In the event of a conflict between
                the
                provisions of any Product Guide and the Software Addendum, the provisions
                of the Software Addendum shall
                prevail.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              23.

            	
              Entire
                Agreement; Amendments. The
                Master Agreement contains the entire agreement of the parties with
                respect
                to its subject matter, and no oral or prior written statements or
                representations not incorporated therein shall have any force or
                effect.
                Capitalized terms used in the Software Addendum and/or the Product
                Guides,
                and not otherwise defined, shall have the meanings set forth in these
                General Terms and Conditions. Except as otherwise provided in the
                Master
                Agreement, National City shall have the right to modify the Master
                Agreement upon at least thirty (30) days prior notice to Client.
                In the
                event performance of any Services in accordance with the terms of
                the
                Master Agreement would result in a violation of any present or future
                statute, regulation, or government policy to which National City
                is
                subject, and which governs or affects the transactions contemplated
                by the
                Master Agreement, then the Master Agreement shall be deemed amended
                to the
                extent necessary to comply with such statute, regulation, or policy,
                and
                National City shall incur no liability to Client as a result thereof.
                The
                Master Agreement shall be binding upon and inure to the benefit of
                Client
                and National City and their respective legal representatives, successors,
                and permitted assigns.

            


    

     

    
      	 	
              24.

            	
              Waiver.
                The
                failure of either party at any time to require performance by the
                other
                party of any provision of the Master Agreement shall not affect in
                any way
                the full right to require performance at any subsequent time. Any
                waiver
                by either party of the breach of any provision of the Master Agreement
                shall be in writing and shall not operate as or be construed tobe
                a waiver
                of any other breach of the provision or of any breach of any other
                provision of the Master Agreement. No course of dealing or performance
                shall be deemed to amend or otherwise affect any provision of the
                Master
                Agreement.

            


    

    


    
      	 	
              25.

            	
              Severability.
                If
                any provision of the Master Agreement is determined by a court of
                competent jurisdiction to be invalid, illegal, or unenforceable,
                that
                determination shall not affect any other provision of the Master
                Agreement, and each such other provision shall be construed and enforced
                as if the invalid, illegal, or unenforceable provision were not contained
                herein.

            


    

    


    
      	 	
              26.

            	
              No
                Third Party Beneficiaries. The
                Master Agreement is entered into for the sole and exclusive benefit
                of the
                parties hereto. Nothing in the Master Agreement shall be construed
                to
                grant any person other than the parties hereto, and their respective
                successors and permitted assigns, any right, remedy, or claim under
                or
                with respect to the Master Agreement or any provision
                hereof.

            


    

     

    
      	 	
              27.

            	
              Subsidiaries.
                If
                Client is entering into the Master Agreement for the purpose of obtaining
                Services for itself and for its various subsidiaries and affiliates,
                as
                they exist from time to time (collectively, the “Subsidiaries”), Client
                represents that it is authorized to enter into the Master Agreement
                on
                behalf of the Subsidiaries, Client makes the representations set
                forth in
                paragraph 2 above with respect to each of the Subsidiaries, and Client
                shall be solely responsible to ensure that the use of the Services
                by each
                of the Subsidiaries complies with the Master Agreement. Client’s
                obligations hereunder may be performed by any one or more of the
                Subsidiaries, and Client agrees that Client will be fully responsible
                for
                the actions and omissions of any of the Subsidiaries to the same
                extent as
                if such actions or omissions were those of Client itself. Client
                shall
                reimburse and indemnify National City and hold National City harmless
                from
                and against any and all losses, damages, expenses (including reasonable
                attorneys’ fees), fines, and penalties arising from National City’s
                reliance on the representations made in this paragraph. This provision
                shall survive the termination of the Master
                Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              28.

            	
              Governing
                Law. The
                Master Agreement and the rights, duties, and obligations of Client
                and
                National City hereunder shall be governed by the laws of the State
                of
                Ohio. In addition, all wire transfer requests, and amendments and/or
                cancellations of such requests, communicated to National City in
                the name
                of Client shall also be subject, where applicable, to Subpart B of
                Regulation J, 12 CFR Part 210, issued by the Board of Governors of
                the
                Federal Reserve System, as modified from time to
                time.

            


    

    


    
      	 	
              29.

            	
              Counterparts.
                The
                Master Agreement may be executed in any number of counterparts, each
                of
                which shall be deemed an original but all of which together shall
                constitute one and the same
                instrument.

            


    

    


    IN
      WITNESS WHEREOF, the parties hereto have caused the Master Agreement to be
      duly
      executed, and each of the undersigned hereby warrants and represents that he
      or
      she has been and is, on the date of the Master Agreement, duly authorized by
      all
      necessary and appropriate action to execute the Master Agreement.

     

    
      	FREEDOM FINANCIAL MORTGAGE
              CORPORATION	 	NATIONAL CITY
              BANK
	 	 	 
	By:                  
                       /s/                          
                           
              	 	By:                  
                       /s/          
                            
                           
              
	 	 	 
	        
                                
              Brian
              Kistler               
                          
              	 	              
                          
              Norma
              Berry             
                           
              
	 	 	 
	Title: Director                                     
                              	 	Title: Assistant
              Vice
              President