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                                                                 EXHIBIT 10.30.5

                                                                       EXECUTION

                                    AGREEMENT

            This AGREEMENT (this "Agreement"), entered into as of the 25th day
of August 2004, by and between Oak Street Mortgage LLC ("Oak Street") and
Friedman, Billings, Ramsey & Co., Inc. ("FBR"), recites and provides as follows:

                                    RECITALS

            WHEREAS, Oak Street has entered into that certain master repurchase
agreement, dated as of August 25, 2004 (including the pricing letter relating
thereto, the "Master Repurchase Agreement"), between Oak Street, as seller, and
CDC Mortgage Capital, Inc., as buyer ("CDC"), pursuant to which Oak Street
agrees to sell, from time to time, to CDC certain mortgage loans; and

            WHEREAS, Oak Street intends to enter into securitization
transactions, and Oak Street and FBR intend that FBR advise Oak Street and/or
participate in certain securitization transactions for a fee to be negotiated at
the time of such transactions, and in consideration of furthering this proposed
business plan, FBR has agreed to enter into an agreement for the purchase of
mortgage loans, dated as of August 25, 2004 (the "MLPA") with CDC;

            WHEREAS, the execution of the MLPA by FBR was necessary to induce
CDC to enter into the Master Repurchase Agreement;

            NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto hereby agree
as follows:

            1. Indemnity; Reimbursement.

            Oak Street hereby agrees to hold FBR, its affiliates and their
present and former respective officers, directors, employees, agents, advisors
and other representatives (each, an "Indemnified Party") harmless from, and
indemnify any such party against any cost, liability, loss, damage, judgment,
expense of any payment imposed on, incurred by or asserted against FBR in
connection with its execution of the MLPA or any transaction related to such
MLPA, the Master Repurchase Agreement and any related transactions. Oak Street
also agrees to reimburse any Indemnified Party as and when billed by such
Indemnified Party for all costs and expenses reasonably incurred by such
Indemnified Party in connection with its execution of the MLPA or any
transaction related to such MLPA, the Master Repurchase Agreement and any
related transactions, including without limitation the fees and disbursements of
its counsel.

            2. Agreements of Oak Street.

      NOTICES

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            (a) Oak Street hereby agrees to provide to FBR any and all notices,
certificates, financial statements, and any other written information provided
to CDC pursuant to or in connection with the Master Repurchase Agreement.

            (b) Oak Street shall provide notice to FBR of any Default or Event
of Default under the Master Repurchase Agreement immediately upon the occurrence
of such Default or Event of Default.

      Rights upon Default or Event of Default under Master Repurchase Agreement

            (a) Upon the occurrence of a Default or an Event of Default under
the Master Repurchase Agreement, Oak Street agrees not to sell additional
Purchased Assets to CDC without the prior written consent of FBR.

            (b) Oak Street agrees that, upon payment of the Purchase Price (as
defined in the MLPA) by FBR to CDC, FBR shall have all rights and remedies
conferred upon CDC under the Master Repurchase Agreement in the event of a
Default or an Event of Default.

      Representations and Warranties

            (a) Oak Street hereby makes each of its representations, warranties
and covenants made under the Master Repurchase Agreement and the Custodial and
Disbursement Agreement to FBR with same force and effect as if such
representations, warranties and covenants were set forth herein.

      Covenants

            (a) Oak Street agrees that it will not enter into any amendment,
extension, waive or modification of either the Master Repurchase Agreement or
the Custodial and Disbursement Agreement without the prior written consent of
FBR.

            (b) Oak Street agrees that it will not delegate, assign or transfer
the servicing with respect to the Purchased Assets to any entity without the
prior written consent of FBR (which consent shall not be unreasonably withheld).

      Market Value and Margin Calls

            (a) On any date, FBR may notify Oak Street, either orally or in
written form, of its determination of Market Value for the Purchased Assets then
subject to a Transaction relating to the Master Repurchase Agreement.

            (b) Oak Street agrees that it will not sell Purchased Assets to CDC
under the Master Repurchase Agreement if, upon effecting such transfer, a Margin
Deficit would exist under the Master Repurchase Agreement, determined using
FBR's determination of Market Value.

            (c) If, on any date, FBR determines that a Margin Deficit exists,
determined using FBR's determination of Market Value, Oak Street agrees transfer
to CDC or its designee cash to

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be applied to reduce the Purchase Price (as such term is defined in the Master
Repurchase Agreement) with respect to all outstanding Transactions such that the
aggregate Asset Value of the Purchased Assets will equal or exceed the aggregate
Purchase Price for all outstanding Transactions, in each case using FBR's
determination of Market Value.

            3. Representations and Warranties of Oak Street.

            (a) No Breach. Neither (a) the execution and delivery of this
Agreement nor (b) the consummation of the transactions therein contemplated to
be entered into by Oak Street in compliance with the terms and provisions
thereof will conflict with or result in a breach of the organizational documents
of Oak Street or any applicable law, rule or regulation, or any order, writ,
injunction or decree of any Governmental Authority, or other material agreement
or instrument to which Oak Street or any of its Subsidiaries is a party or by
which any of them or any of their Property is bound or to which any of them is
subject, or constitute a default under any such material agreement or instrument
or result in the creation or imposition of any Lien (except for the Liens
created pursuant to the Repurchase Documents) upon any Property of Oak Street or
any of its Subsidiaries pursuant to the terms of any such agreement or
instrument.

            (b) Action. Oak Street has all necessary corporate or other power,
authority and legal right to execute, deliver and perform its obligations under
this Agreement to which it is a party, as applicable; the execution, delivery
and performance by Oak Street of this Agreement has been duly authorized by all
necessary corporate or other action on its part; and this Agreement has been
duly and validly executed and delivered by Oak Street and constitutes a legal,
valid and binding obligation of Oak Street enforceable against Oak Street in
accordance with its terms.

            (c) Approvals. No authorizations, approvals or consents of, and no
filings or registrations with, any Governmental Authority or any securities
exchange are necessary for the execution, delivery or performance by Oak Street
of this Agreement or for the legality, validity or enforceability thereof,
except for filings and recordings in respect of the Liens created pursuant to
the Repurchase Documents.

            4. Representation, Warranty and Agreement of FBR

            (a) FBR hereby affirms that it currently intends to renew the NASD
Revolving Subordinated Loan Agreement, between Friedman, Billings, Ramsey Group,
Inc. and FBR (the "Subordinated Loan Agreement"), at least 45 days prior to
January 31,2005 to a term ending not earlier than October 1,2005.

            (b) If the Termination Date or default under the Repurchase
Agreement occurs prior to August 26, 2005, due solely to the expiration,
prepayment of, or a failure by FBR to extend or renew, the Subordinated Loan
Agreement, FBR shall pay to Oak Street (or reduce amounts to which it is
otherwise entitled to payment from Oak Street hereunder by) the amount equal to
$375,000 times a fraction, the numerator of which is the number of days between
the date of such default or early termination and August 26, 2005, and the
denominator of which is 365.

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            5. Definitions.

            Capitalized terms used herein but not defined shall have the
meanings ascribed to them in the Master Repurchase Agreement.

            6. Relationship of the Parties.

            Nothing herein contained shall be deemed or construed to create a
partnership of joint venture between the parties.

            7. Notices.

            Any notices or other communications permitted or required hereunder
shall be in writing and shall be deemed conclusively to have been given if
personally delivered at or mailed by registered mail, postage prepaid, return
receipt requested, or transmitted by telecopier, and confirmed in writing, to
the parties hereto as follows (or to such other addresses or telecopier numbers
as either party hereto may hereafter furnish to the other party):

                  If to Oak Street:

                  Oak Street Mortgage LLC
                  11595 N. Meridian Street
                  Suite 400
                  Carmel, IN 46032
                  Attn: Craig L. Royal,
                  Chief Financial Officer
                  Telecopier No: (317) 805-3151
                  Telephone No: (317) 805-3114
                  Email: croyal@oakstreetmortgage.com

               If to the FBR:

                  Friedman, Billings, Ramsey & Co, Inc.
                  1001 Nineteenth Street North, 7th Floor
                  Arlington, Virginia 22209
                  Attention: Russ Albers
                  Telecopier No: (703)312-1709
                  Telephone No: (703) 469-1254
                  Email: ralbers@fbr.com

            8. Survival.

            Each of the representations and warranties of Oak Street referred to
in Section 2 and stated in Section 3 shall survive the termination of the Master
Repurchase Agreement and shall continue in full force and effect notwithstanding
any restrictive or qualified endorsement on any closing documents.

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            9. Binding Effect.

            This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their successors and assigns.

            10. Further Assurances.

            At any time, and from time to time after the Closing Date, upon
FBR's reasonable request, Oak Street shall do, execute, acknowledge and deliver,
and shall cause to be done, executed, acknowledged and delivered, such further
acts, deeds, assignments, transfers, conveyances, powers of attorney and
assurances as may be reasonably required in order to better effectuate the
purposes of this Agreement and any rights conferred hereby.

            11. Governing Law; Waiver of Jury Trial.

            THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF THE NEW YORK, NOTWITHSTANDING THE NEW YORK OR
OTHER CHOICE OF LAW RULES TO THE CONTRARY.

            EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

            12. Counterparts.

            This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one in the same instrument.

            13. Confidentiality.

            Except as may be required by law (including disclosures required in
connection with any filing with the United States Securities and Exchange
Commission), FBR and Oak Street shall treat as confidential and shall not
disclose to any third party (and shall cause their affiliates to treat as
confidential and not to disclose to any third party), except for Oak Street's
employees and agents and Oak Street's legal counsel, auditors and accountants,
the agreements set forth in this Agreement and the Master Repurchase Agreement.

            14. Severability.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid or
unenforceable, then, to the extent permitted by law, the invalidity of any such
covenant, agreement, provision or term shall in no way affect the validity or
enforceability of the other covenants, agreements, provisions or terms of this
Agreement.

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            15. Binding Effect; No Assignment.

            This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This
Agreement may not be assigned by Oak Street without the prior written consent of
FBR. This Agreement may be assigned by FBR without the consent of Oak Street.

            16. Amendments and Waivers.

            This Agreement may be amended, superseded, canceled, renewed or
extended, and the terms hereof may be waived, only by a written instrument
signed by authorized representatives of each of the parties hereto or, in the
case of a waiver, by an authorized representative of the party hereto waiving
compliance. No such written instrument shall be effective unless it expressly
recites that it is intended to amend, supersede, cancel, renew or extend this
Agreement or to waive compliance with one or more of the terms hereof, as the
case may be. No delay on the part of any party hereto in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of any party hereto of any such right, power or privilege, or
any single or partial exercise of any such right, power or privilege, preclude
any further exercise thereof or the exercise of any other such right, power or
privilege.

            17. Headings and Captions.

            All headings or captions contained in this Agreement are for
convenience only, shall not be deemed to be a part of this Agreement and shall
not affect the meaning or interpretation of this Agreement.

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            IN WITNESS WHEREOF, this Agreement has been executed and delivered
as of the day and year first above written.

                                   OAK STREET MORTGAGE LLC

                                   By: /s/ Craig Royal
                                       ----------------------------------------
                                       Name: Craig Royal
                                       Title: Chief Financial Officer

                                   FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

                                   By: /s/ Richard J. Hendrix
                                       ----------------------------------------
                                       Name: Richard J. Hendrix
                                       Title: President and Chief Operating
                                              Officer

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