Exhibit 10.22


                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive Employment Agreement ("Agreement") is made effective as
of September 1, 2004 ("Effective Date"), by and between AmNet Mortgage, Inc., a
Maryland corporation ("Company"), and Judith A. Berry ("Executive").

         WHEREAS, Executive and Company entered into an Amended and Restated
Employment Agreement effective January 1, 2003, which expired on December 31,
2003; and

         WHEREAS, Executive and Company desire to continue the employment
relationship on the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the promises and respective
covenants of the parties contained herein, Executive and Company agree as
follows:

     1. Employment. Company hereby employs Executive, and Executive hereby
accepts such employment, upon the terms and conditions set forth herein.

     2. Duties.

          2.1 Position. Executive is employed as Executive Vice President and
     Chief Financial Officer and shall have the duties and responsibilities
     assigned by Company both upon the Effective Date and as may be reasonably
     assigned from time to time. Executive shall perform faithfully and
     diligently all duties assigned to Executive. Company reserves the right to
     modify Executive's position and duties at any time in its sole and absolute
     discretion, provided that the duties assigned are consistent with the
     position of a senior executive and that Executive continues to report to
     the Chief Executive Officer ("CEO").

          2.2 Best Efforts/Full-time. Executive will expend Executive's best
     efforts on behalf of Company, and will abide by all policies and decisions
     made by Company, as well as all applicable federal, state and local laws,
     regulations or ordinances. Executive will act in the best interest of
     Company at all times. Executive shall devote Executive's full business time
     and efforts to the performance of Executive's assigned duties for Company,
     unless Executive notifies the Company's CEO in advance of Executive's
     intent to engage in other paid work and receives the CEO's express written
     consent to do so.

          2.3 Work Location. Executive's principal place of work shall be
     located at 10421 Wateridge Circle, San Diego, California, or such other
     location as the parties may agree upon from time to time.

     3. Term of this Agreement. The term of this Agreement shall be for a 3-year
period, commencing on the Effective Date set forth above and continuing until
the third anniversary of this Agreement, unless sooner terminated in accordance
with section 8 below. Notwithstanding the foregoing, in the event the 3-year
period expires within 18 months following a Change of Control (as defined in
subsection 8.5(d) below), the term of this Agreement shall continue for a
18-month period commencing on the date of the Change of Control.


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     4. Compensation.

          4.1 Base Salary. As compensation for Executive's performance of
     Executive's duties hereunder, Company shall pay to Executive an initial
     Base Salary of $265,000 per year, payable in accordance with the normal
     payroll practices of Company, less required deductions for state and
     federal withholding tax, social security and all other employment taxes and
     payroll deductions. In the event Executive's employment under this
     Agreement is terminated by either party, for any reason, Executive will
     earn the Base Salary prorated to the date of termination.

          4.2 Bonus. Executive will be eligible to earn a bonus based on
     achievement of targeted goals and objectives, including net income,
     pursuant to a plan to be established annually by the Compensation Committee
     ("Annual Bonus"). As part of the annual bonus plan, the Compensation
     Committee will establish, in its good faith discretion, a Target Annual
     Bonus for Executive and may also establish a minimum and maximum Annual
     Bonus.

          4.3 Performance and Salary Review. The Compensation Committee will
     periodically review Executive's performance. Adjustments to salary or other
     compensation, if any, will be made by the Compensation Committee in its
     sole and absolute discretion.

     5. Fringe Benefits. Executive will be eligible for all customary and usual
fringe benefits generally available to executives of Company subject to the
terms and conditions of Company's benefit plan documents. Company may change or
eliminate these benefits on a prospective basis to the extent allowed under the
applicable benefit plan document. The benefits currently available to Executive
include, but are not limited to, 27 days of PTO per year, health, disability and
life insurance, pension/401(k), ExecuCare, Long Term Incentive Cash Plan, and
Supplemental Executive Retirement Plan.

     6. Business Expenses. Executive will be reimbursed for all reasonable,
out-of-pocket business expenses incurred in the performance of Executive's
duties on behalf of Company. To obtain reimbursement, expenses must be submitted
promptly with appropriate supporting documentation in accordance with Company's
policies.

     7. Effect of Change of Control. If a Change of Control occurs with respect
to the Company under any of the following plans then with respect to such plan:
(a) the vesting of all equity awards (such as stock options, stock appreciation
rights, restricted stock, restricted stock units, etc...) granted to Executive
under any Company equity incentive plan that as of the date of such Change of
Control remain unvested shall accelerate, to the extent permissible by law, as
per the terms and conditions of such equity award and/or Company equity
incentive plan; (b) Company shall make a payment, a bookkeeping entry and/or a
contribution (to the extent applicable) to the Supplemental Executive Retirement
Plan ("SERP") in an amount that is deemed necessary to fully fund Executive's
SERP account (including any amount that the Compensation Committee shall
determine in its sole discretion is appropriate to reflect the partial year in
which the Change of Control occurs) as of the day prior to the date of such
Change of Control. If a change of control occurs under Section 8.5(d) below,
then the Compensation Committee shall determine a prorated amount to be paid to
Executive under the Long-Term Incentive Cash Plan or any other long-term
incentive plan (collectively, "LTIPs") as of the date 5 business days prior to
the date of the Change of Control and shall also accelerate the payment of such
prorated amount, and all other amounts owed to the Executive under the LTIPs, to
a date prior to the consummation of the Change of Control. Executive shall also
be eligible for any and all other benefits after the Change of Control as may be
provided in accordance with subsection 8.5.

     8. Termination of Executive's Employment.


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          8.1 Termination for Cause by Company. Although Company anticipates a
     mutually rewarding employment relationship with Executive, Company may
     terminate Executive's employment immediately at any time for Cause. For
     purposes of this Agreement, "Cause" is defined as: (a) acts or omissions
     constituting gross negligence, recklessness or willful misconduct on the
     part of Executive with respect to Executive's obligations or otherwise
     relating to the business of Company; (b) Executive's material breach of
     this Agreement or Company's Confidentiality Agreement; (c) Executive's
     conviction or entry of a plea of nolo contendere for fraud,
     misappropriation or embezzlement, or any felony or crime of moral
     turpitude; (d) Executive's willful neglect of duties; or (e) Executive's
     chemical dependence, as certified by a licensed physician, resulting in
     impairment of Executive's abilities to perform her duties hereunder or
     substantial damage to the reputation of Company. Notwithstanding the
     foregoing, the termination of Executive's employment shall not constitute
     termination for Cause unless Company first provides Executive with written
     notice of the breach and Executive fails to cure the breach (if possible)
     within 30 days of the notice. During this 30-day notice period, Executive
     shall be afforded the opportunity to make a presentation to the Board of
     Directors regarding the matters referred to in the notice of breach. In the
     event Executive's employment is terminated in accordance with this
     subsection 8.1, Executive shall be entitled to receive only the Base Salary
     then in effect, prorated to the date of termination, and any amounts
     payable pursuant to sections 5 and 6 or otherwise required by law
     ("Standard Entitlements"). All other Company obligations to Executive
     pursuant to any Company equity incentive plan, the SERP or the LTIPs shall
     be controlled by the terms of each applicable plan. However, all other
     Company obligations to Executive pursuant to this Agreement will become
     automatically terminated and completely extinguished. Executive will not be
     entitled to receive the Severance Package described in subsection 8.2(a)
     below.

          8.2 Termination Without Cause by Company/Severance. Company may
     terminate Executive's employment under this Agreement without Cause at any
     time on 30 days' advance written notice to Executive. In the event of such
     termination and provided that section 8.5 does not apply, Executive will
     receive the Standard Entitlements and will be eligible to receive a
     "Severance Package" as described in subsection (a) below, provided
     Executive complies with all the conditions set forth in subsection (b)
     below. All other Company obligations to Executive will be automatically
     terminated and completely extinguished.

               (a) Severance Package. The Severance Package will consist of the
          following:

                    (i) Severance Payment. Executive will receive a Severance
               Payment equivalent to 12 months of Executive's Base Salary then
               in effect on the date of termination, less required deductions
               for state and federal withholding tax, social security and all
               other employment taxes and payroll deductions, payable in a lump
               sum payment on the effective date of the general release
               described in subsection (b) below.

                    (ii) Bonus Payment. Executive will receive a Bonus Payment
               equivalent to Executive's actual bonus for the year preceding the
               year in which termination occurs, less required deductions for
               state and federal withholding tax, social security and all other
               employment taxes and payroll deductions, payable in a lump sum
               payment on the effective date of the general release described in
               subsection (b) below.

                    (iii) Other Plans. Executive will be eligible for the
               accelerated vesting, pro-rated contribution and/or allocation and
               distribution rights under any Company equity incentive plan, SERP
               or LTIPs as provided by the terms of each applicable plan (if
               any).


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                    (iv) Continuation of Group Health Benefits. Company agrees
               to pay the premiums required to continue Executive's group health
               care coverage for 12 months after the date of Executive's
               termination, under the applicable provisions of the Consolidated
               Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the
               California Continuation Benefits Replacement Act ("Cal-COBRA"),
               provided that Executive elects to continue and remains eligible
               for these benefits under COBRA and Cal-COBRA and does not obtain
               health coverage through another employer during this period.
               Thereafter, Executive may continue group health insurance
               coverage at her own expense in accordance with the applicable
               provisions of COBRA or Cal-COBRA. If Executive's group health
               care coverage immediately prior to the date of termination of
               employment included Executive's dependents, Company paid COBRA
               premiums shall include premiums for such dependents.

               (b) Conditions to Receive Severance Package. Executive will be
          eligible for the Severance Package provided that Executive: (i)
          complies with all surviving provisions of this Agreement as specified
          in subsection 14.8 below; and (ii) executes a full general release in
          a form suitable to Company and substantially similar to the form
          attached hereto as Exhibit A. All other Company obligations to
          Executive will be automatically terminated and completely
          extinguished.

          8.3 Voluntary Resignation by Executive for Good Reason/Severance.
     Executive may voluntarily resign Executive's position with Company for Good
     Reason at any time on 30 days' advance written notice. Executive will be
     deemed to have resigned for Good Reason if resignation is made within 6
     months following the occurrence of any of the following circumstances: (a)
     Company's material breach of this Agreement; (b) Executive's Base Salary is
     reduced by a total of more than 10% below Executive's Base Salary for the
     prior calendar year, unless the reduction is due to a voluntary change of
     Executive's responsibilities; (c) Executive's Base Salary and Target Annual
     Bonus (as specified in subsection 4.2 above) combined are reduced by a
     total of more than 10% below Executive's Base Salary and Target Annual
     Bonus combined for the prior calendar year, unless the reduction is due to
     a voluntary change of Executive's responsibilities; (d) Executive's
     position and/or duties are modified so that Executive's duties are no
     longer consistent with the position of a senior executive or Executive no
     longer reports to the CEO; or (e) Company relocates Executive's principal
     place of work to a location more than 30 miles from the location specified
     in subsection 2.3, without Executive's prior written approval.
     Notwithstanding the foregoing, the termination of Executive's employment
     under this subsection 8.3 shall not constitute voluntary resignation for
     Good Reason unless Executive first provides Company with written notice of
     the breach and Company fails to cure the breach (if possible) within 30
     days of the notice. In the event of Executive's resignation for Good
     Reason, Executive will be entitled to receive the Standard Entitlements and
     the Severance Package described in subsection 8.2(a) above, provided
     Executive complies with all of the conditions in subsection 8.2(b) above.
     All other Company obligations to Executive pursuant to this Agreement will
     become automatically terminated and completely extinguished.

          8.4 Voluntary Resignation by Executive Without Good Reason. Executive
     may voluntarily resign Executive's position with Company Without Good
     Reason at any time on 30 days' advance written notice. In the event of
     Executive's resignation Without Good Reason, Executive will be entitled to
     receive only the Standard Entitlements for the 30-day notice period and no
     other amount. All other Company obligations to Executive pursuant to this
     Agreement will become automatically terminated and completely extinguished.
     In addition, Executive will not be entitled to receive the Severance
     Package described in subsection 8.2(a) above.

          8.5 Termination Upon A Change of Control. If Executive's employment is
     terminated by Company within 12 months after a Change of Control (as that
     term is defined below), other than for Cause (as defined in subsection 8.1
     above), Executive will receive the Standard Entitlements and will be
     eligible to receive a "Change of Control Severance Package" as described in
     subsection (a) below, provided Executive complies with all the conditions
     set forth in subsection (b) below.


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               (a) Change of Control Severance Package. The Change of Control
          Severance Package will consist of the following:

                    (i) Severance Payment. Executive will receive a Severance
               Payment equivalent to 18 months of Executive's Base Salary then
               in effect on the date of termination, less required deductions
               for state and federal withholding tax, social security and all
               other employment taxes and payroll deductions, payable in a lump
               sum payment on the effective date of the general release
               described in subsection (b) below.

                    (ii) Bonus Payment. Executive will receive a Bonus Payment
               equivalent to 1.5 times Executive's Target Annual Bonus for the
               year in which termination occurs, less required deductions for
               state and federal withholding tax, social security and all other
               employment taxes and payroll deductions, payable in a lump sum
               payment on the effective date of the general release described in
               subsection (b) below.

                    (iii) Continuation of Group Health Benefits. Company agrees
               to pay the premiums required to continue Executive's group health
               care coverage for 18 months after the date of Executive's
               termination, under the applicable provisions of the Consolidated
               Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the
               California Continuation Benefits Replacement Act ("Cal-COBRA"),
               provided that Executive elects to continue and remains eligible
               for these benefits under COBRA and Cal-COBRA and does not obtain
               health coverage through another employer during this period.
               Thereafter, Executive may continue group health insurance
               coverage at her own expense in accordance with the applicable
               provisions of COBRA or Cal-COBRA. If Executive's group health
               care coverage immediately prior to the date of termination of
               employment included Executive's dependents, Company paid COBRA
               premiums shall include premiums for such dependents.

               (b) Conditions to Receive Change of Control Severance Package.
          Executive will be eligible for the Change of Control Severance Package
          provided that Executive: (i) complies with all surviving provisions of
          this Agreement as specified in subsection 14.8 below; and (ii)
          executes a full general release in a form suitable to Company and
          substantially similar to the form attached hereto as Exhibit A. All
          other Company obligations to Executive will be automatically
          terminated and completely extinguished.




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               (c) 280G. In the event that the severance and all other benefits
          provided for in this Agreement or otherwise payable to Executive (but
          excluding any payments that may be made under this Section 8.5(c))
          constitute "parachute payments" within the meaning of Section 280G of
          the Internal Revenue Code of 1986, as amended (the "Code") and will be
          subject to the excise tax imposed by Section 4999 of the Code, then
          Executive shall receive a payment from Company sufficient to pay such
          excise tax. Notwithstanding the foregoing, Executive may elect, in her
          sole discretion and by written notice to the Company, (i) to not
          receive the payment provided for in this subsection or (ii) to reduce
          the amount of severance and other benefits that she would otherwise
          receive so as to eliminate any "parachute payments." Such notice must
          be delivered to the Company no later than 10 days following the
          determination by the Accountants of the amount of Executive's excise
          tax liability, as described below. This election shall not be
          effective as to benefits that Executive has already received. Unless
          Company and Executive otherwise agree in writing, the determination of
          Executive's excise tax liability and the amount required to be paid
          under this subsection shall be made promptly in writing by Company's
          independent public accountants or such other tax experts as reasonably
          agreed to by the Company and Executive (the "Accountants") and such
          amount shall be paid to Executive promptly, but not before 10 days
          after such determination. In the event that the excise tax incurred by
          Executive is determined by the Internal Revenue Service to be greater
          or lesser than the amount so determined by the Accountants, Company
          and Executive agree to promptly make such additional payment,
          including interest and any tax penalties, to the other party as the
          Accountants reasonably determine is appropriate. For purposes of
          making the calculations required by this subsection, the Accountants
          may make reasonable assumptions and approximations concerning
          applicable taxes and may rely on interpretations of the Code for which
          there is "substantial authority" tax reporting position. Company and
          Executive shall furnish to the Accountants such information and
          documents as the Accountants may reasonably request in order to make a
          determination under this subsection. Company shall bear all costs the
          Accountants may reasonably incur in connection with any calculations
          contemplated by this subsection.

               (d) Change of Control. A Change of Control for purposes of this
          Agreement is defined as any one of the following occurrences:

                    (i) Any "person" (as such term is used in Sections 13(d) and
               14(d) of the Securities Exchange Act of 1934 (the "Exchange
               Act")), other than a trustee or other fiduciary holding
               securities of Company under an employee benefit plan of Company,
               becomes the "beneficial owner" (as defined in Rule 13d-3
               promulgated under the Exchange Act), directly or indirectly, of
               the securities of Company representing more than 50% of (A) the
               outstanding shares of common stock of Company or (B) the combined
               voting power of the Company's then-outstanding securities; or

                    (ii) the sale or disposition of all or substantially all of
               Company's assets (or any transaction having similar effect is
               consummated); or

                    (iii) Company is party to a merger or consolidation that
               results in the holders of voting securities of Company
               outstanding immediately prior thereto failing to continue to
               represent (either by remaining outstanding or by being converted
               into voting securities of the surviving entity) more than 50% of
               the combined voting power of the voting securities of Company or
               such surviving entity outstanding immediately after such merger
               or consolidation; or

                    (iv) the dissolution or liquidation of Company.

          8.6 Termination Upon Death. Executive's employment will terminate
     immediately on Executive's death. In the event of such termination, Company
     shall provide a death benefit equal to: (a) Executive's Base Salary then in
     effect, prorated for the current year to the date of Executive's death; (b)
     an amount equal to Executive's Target Annual Bonus for the applicable year,


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     prorated to the date of Executive's death; and (c) any amounts payable
     pursuant to sections 5 and 6 that at the date of Executive's death are
     accrued but unpaid (collectively "Death Benefit"). The Compensation
     Committee shall determine a prorated award to be paid and may, in its sole
     discretion, provide for accelerated vesting under any Company equity
     incentive plan, SERP and/or LTIPs to such Executive and/or such Executive's
     account under any applicable plan to reflect the prorated portion of the
     year in which the Executive's death occurs. The Death Benefit shall be made
     in a lump sum payment within 90 days of Executive's death to such person as
     Executive shall designate in a notice filed with Company or, if no such
     notice is filed, the Death Benefit shall be paid to Executive's estate.

          8.7 Termination Upon Disability. Executive's employment may be
     terminated by Company as a result of Executive's inability to perform the
     essential functions of Executive's position, with or without reasonable
     accommodation if required by law, due to a mental or physical disability.
     In no event will Executive's employment be terminated pursuant to this
     subsection 8.7 until 180 consecutive days of paid leave have elapsed and
     Company has provided 30 days' written notice in advance of termination. In
     the event of termination pursuant to this subsection 8.7, Company shall
     provide a disability benefit equal to (a) Executive's Base Salary then in
     effect, prorated for the current year to the date of Executive's
     termination; (b) an amount equal to Executive's Target Annual Bonus for the
     applicable year, prorated to the date of Executive's termination; and (c)
     any amounts payable pursuant to sections 5 and 6 that at the date of
     Executive's termination are accrued but unpaid (collectively "Disability
     Benefit"). The Compensation Committee shall determine a prorated award to
     be paid and may, in its sole discretion, provide for accelerated vesting
     under any Company equity incentive plan, SERP and/or LTIPs to such
     Executive and/or such Executive's account under any applicable plan to
     reflect the prorated portion of the year in which the Executive's
     disability occurs. The Disability Benefit shall be made in a lump sum
     payment within 90 days of Executive's termination under this section
     provided that Executive: (i) complies with all surviving provisions of this
     Agreement as specified in subsection 14.8 below; and (ii) executes a full
     general release in a form suitable to Company and substantially similar to
     the form attached hereto as Exhibit A. Executive will not be entitled to
     receive the Severance Package described in subsection 8.2(a) above.

     9. No Conflict of Interest. During the term of Executive's employment with
Company, Executive must not engage in any work, paid or unpaid, that creates an
actual conflict of interest with Company. Such work shall include, but is not
limited to, directly competing with Company in any way, or acting as an officer,
director, employee, consultant, stockholder, volunteer, lender, or agent of any
business enterprise of the same nature as, or which is in direct competition
with, the business in which Company is now engaged or in which Company becomes
engaged during the term of Executive's employment with Company, as may be
determined by the Board of Directors in its sole discretion. If the Board of
Directors believes such a conflict exists during the term of this Agreement, the
Board of Directors may ask Executive to choose to discontinue the other work or
resign employment with Company. In addition, Executive agrees not to refer any
client or potential client of Company to competitors of Company, without
obtaining Company's prior written consent, during the term of Executive's
employment. Notwithstanding the foregoing, Executive may work or perform
services for Company and its affiliates or a financial institution or similar
entity that is involved in the mortgage business so long as such entity is not
engaged primarily in managing real estate investment trusts or originating
and/or selling mortgages, and Executive may own securities in any publicly held
corporation, but only to the extent Executive does not own of record or
beneficially more than 1 percent of the outstanding beneficial ownership of such
corporation.

     10. Confidentiality Agreement and Return of Company Property. Executive
agrees to abide by Company's confidentiality agreement as set forth in Company's
Employee Handbook ("Confidentiality Agreement"), which is incorporated herein by
reference. Executive further agrees (i) that such obligations will survive
termination or expiration of Executive's employment and (ii) that upon
termination or expiration of Executive's employment, Executive will return all


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Company property, including all confidential and proprietary information as
described in the Confidentiality Agreement, all materials and documents
containing trade secrets and copyrighted materials, all correspondence,
management studies and any other materials or data relating to or connected with
Executive's employment, including all copies and excerpts of the same.

     11. Indemnification. Company agrees to defend and indemnify Executive to
the fullest extent provided by California Labor Code section 2802 and/or
Company's Directors' and Officers' liability insurance policy.

     12. Injunctive Relief. Executive acknowledges that Executive's breach of
the covenants contained in sections 9 and 10 (collectively "Covenants") would
cause irreparable injury to Company and agrees that in the event of any such
breach, Company shall be entitled to seek injunctive relief, to the extent
allowed under the California Arbitration Act, without the necessity of proving
actual damages or posting any bond or other security.

     13. Agreement to Arbitrate. To the fullest extent permitted by law,
Executive and Company agree to arbitrate any controversy, claim or dispute
between them arising out of or in any way related to this Agreement, the
employment relationship between Company and Executive and any disputes upon
termination of employment, including but not limited to breach of contract,
tort, discrimination, harassment, wrongful termination, demotion, discipline,
failure to accommodate, family and medical leave, compensation or benefits
claims, constitutional claims; and any claims for violation of any local, state
or federal law, statute, regulation or ordinance or common law. By executing
this Agreement, Executive and Company are both waiving the right to jury trial
with respect to any such disputes. For the purpose of this agreement to
arbitrate, references to "Company" include all parent, subsidiary or related
entities and their employees, supervisors, officers, directors, agents, pension
or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators,
affiliates and all successors and assigns of any of them, and this agreement
shall apply to them to the extent Executive's claims arise out of or relate to
their actions on behalf of Company.

          13.1 Consideration. The mutual promise by Company and Executive to
     arbitrate any and all disputes between them, rather than litigate them
     before the courts or other bodies, provides the consideration for this
     agreement to arbitrate.

          13.2 Initiation of Arbitration. Either party may exercise the right to
     arbitrate by providing the other party with written notice of any and all
     claims forming the basis of such right in sufficient detail to inform the
     other party of the substance of such claims. In no event shall the request
     for arbitration be made after the date when institution of legal or
     equitable proceedings based on such claims would be barred by the
     applicable statute of limitations.

          13.3 Arbitration Procedure. The arbitration will be conducted in San
     Diego, California by a single neutral arbitrator and in accordance with the
     then current rules for resolution of employment disputes of the American
     Arbitration Association ("AAA"). The parties are entitled to representation
     by an attorney or other representative of their choosing. The arbitrator
     shall have the power to enter any award that could be entered by a judge of
     the trial court of the State of California, and only such power, and shall
     follow the law. The parties agree to abide by and perform any award
     rendered by the arbitrator. The arbitrator shall issue the award in writing
     and therein state the essential findings and conclusions on which the award
     is based. Judgment on the award may be entered in any court having
     jurisdiction thereof.

          13.4 Costs of Arbitration. Company shall bear the costs of the
     arbitration filing and hearing fees and the cost of the arbitrator.


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     14. General Provisions.

          14.1 Successors and Assigns. The rights and obligations of Company
     under this Agreement shall inure to the benefit of and shall be binding
     upon the successors and assigns of Company. Company may assign any
     obligations hereunder to any of its subsidiaries. Executive shall not be
     entitled to assign any of Executive's rights or obligations under this
     Agreement.

          14.2 Waiver. Either party's failure to enforce any provision of this
     Agreement shall not in any way be construed as a waiver of any such
     provision, or prevent that party thereafter from enforcing each and every
     other provision of this Agreement.

          14.3 Attorneys' Fees. Each side will bear its own attorneys' fees in
     any dispute unless a statutory section at issue, if any, authorizes the
     award of attorneys' fees to the prevailing party.

          14.4 Severability. In the event any provision of this Agreement is
     found to be unenforceable by an arbitrator or court of competent
     jurisdiction, such provision shall be deemed modified to the extent
     necessary to allow enforceability of the provision as so limited, it being
     intended that the parties shall receive the benefit contemplated herein to
     the fullest extent permitted by law. If a deemed modification is not
     satisfactory in the judgment of such arbitrator or court, the unenforceable
     provision shall be deemed deleted, and the validity and enforceability of
     the remaining provisions shall not be affected thereby.

          14.5 Interpretation; Construction. The headings set forth in this
     Agreement are for convenience only and shall not be used in interpreting
     this Agreement. This Agreement has been drafted by legal counsel
     representing Company, but Executive has participated in the negotiation of
     its terms. Furthermore, Executive acknowledges that Executive has had an
     opportunity to review and revise the Agreement and have it reviewed by
     legal counsel, if desired, and, therefore, the normal rule of construction
     to the effect that any ambiguities are to be resolved against the drafting
     party shall not be employed in the interpretation of this Agreement.

          14.6 Governing Law. This Agreement will be governed by and construed
     in accordance with the laws of the United States and the State of
     California. Each party consents to the jurisdiction and venue of the state
     or federal courts in San Diego, California, if applicable, in any action,
     suit, or proceeding arising out of or relating to this Agreement.

          14.7 Notices. Any notice required or permitted by this Agreement shall
     be in writing and shall be delivered as follows with notice deemed given as
     indicated: (a) by personal delivery when delivered personally; (b) by
     overnight courier upon written verification of receipt; (c ) by telecopy or
     facsimile transmission upon acknowledgment of receipt of electronic
     transmission; or (d) by certified or registered mail, return receipt
     requested, upon verification of receipt. Notice shall be sent to the
     addresses set forth below, or such other address as either party may
     specify in writing.

          14.8 Survival. Sections 9 ("No Conflict of Interest"), 10
     ("Confidentiality Agreement and Return of Company Property"), 12
     ("Injunctive Relief"), 13 ("Agreement to Arbitrate"), 14 ("General
     Provisions") and 15 ("Entire Agreement") of this Agreement shall survive
     Executive's employment by Company.

     15. Entire Agreement. This Agreement, including Company's Confidentiality
Agreement incorporated herein by reference, constitutes the entire agreement
between the parties relating to this subject matter and supersedes all prior or
simultaneous representations, discussions, negotiations, and agreements, whether
written or oral. This Agreement may be amended or modified only with the written


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<PAGE>

consent of Executive and the Compensation Committee of Company. No oral waiver,
amendment or modification will be effective under any circumstances whatsoever.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY
UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES
HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

                                     JUDITH A. BERRY

Dated:   September 30, 2004          /s/   Judith A. Berry
       ----------------------        ------------------------------------------


                                     AMNET MORTGAGE, INC.


Dated:   September 30, 2004          By: /s/   Robert A. Gunst
       ----------------------           ---------------------------------------
                                              Robert A. Gunst
                                              Chairman, Compensation Committee
                                              10421 Wateridge Circle, Ste. 250
                                                 San Diego, CA 92121


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