EXHIBIT 10

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                AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT




                                     Between




                       CDC MORTGAGE CAPITAL INC., as Buyer




                                       and




                     AMERICAN HOME MORTGAGE CORP., as Seller








                            Dated as of May 14, 2003












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<PAGE>

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----


1.    APPLICABILITY..........................................................1


2.    DEFINITIONS............................................................1


3.    INITIATION; TERMINATION...............................................23


4.    MARGIN AMOUNT MAINTENANCE.............................................30


5.    INCOME PAYMENTS.......................................................31


6.    REQUIREMENTS OF LAW...................................................32


7.    SECURITY INTEREST.....................................................33


8.    PAYMENT, TRANSFER AND CUSTODY.........................................34


9.    HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS...........................35


10.   SELLER REPRESENTATIONS................................................35


11.   COVENANTS OF SELLER...................................................40


12.   EVENTS OF DEFAULT.....................................................47


13.   REMEDIES..............................................................49


14.   INDEMNIFICATION AND EXPENSES..........................................51


15.   RECORDING OF COMMUNICATIONS...........................................52


16.   SINGLE AGREEMENT......................................................53


17.   NOTICES AND OTHER COMMUNICATIONS......................................53


18.   ENTIRE AGREEMENT; SEVERABILITY........................................53


19.   NON-ASSIGNABILITY.....................................................54


20.   TERMINABILITY.........................................................54


21.   GOVERNING LAW.........................................................54


22.   SUBMISSION TO JURISDICTION; WAIVERS...................................54


23.   NO WAIVERS, ETC.......................................................55


24.   SERVICING.............................................................55


25.   INTENT................................................................56


26.   PERIODIC DUE DILIGENCE REVIEW.........................................57


27.   BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT...............................58


28.   MISCELLANEOUS.........................................................59


29.   CONFIDENTIALITY.......................................................60


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30.   CONFLICTS.............................................................60


31.   SET-OFF...............................................................60

















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EXHIBITS


      SCHEDULE 1                          Representations and Warranties Re:
                                          Mortgage Loans

      EXHIBIT I                           Transaction Request

      EXHIBIT II                          Underwriting Guidelines

      EXHIBIT III                         Form of Opinion Letter

      EXHIBIT IV                          UCC Filing Jurisdictions

      EXHIBIT V                           Form of Account Agreement

      EXHIBIT VI                          Form of True Sale Certification

      EXHIBIT VII                         Form of Servicer Notice

      EXHIBIT VIII                        Form of Request for Additional
                                          Transactions For Excess Margin












                                     -iii-
<PAGE>

               AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

            This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated
as of May 14, 2003, between AMERICAN HOME MORTGAGE CORP., a New York corporation
("Seller"), and CDC MORTGAGE CAPITAL INC., a New York corporation ("Buyer").

1.    APPLICABILITY

      From time to time the parties hereto may enter into transactions
      ("Committed Transactions") in which Seller agrees to transfer to Buyer
      Mortgage Loans against the transfer of funds by Buyer, with a simultaneous
      agreement by Buyer to transfer to Seller such Mortgage Loans on demand by
      Buyer against the transfer of funds by Seller. Additionally, from time to
      time the Buyer is prepared to consider entering into additional
      transactions ("Uncommitted Transactions") in which Seller agrees to
      transfer to Buyer Mortgage Loans against the transfer of funds by Buyer,
      with a simultaneous agreement by Buyer to transfer to Seller such Mortgage
      Loans on demand by Buyer, against the transfer of funds by Seller. Each
      such Committed Transaction and Uncommitted Transaction shall be referred
      to herein as a "Transaction" and shall be governed by this Agreement,
      unless otherwise agreed in writing.

2.    DEFINITIONS

      As used herein, the following terms shall have the following meanings (all
      terms defined in this Section 2 or in other provisions of this Agreement
      in the singular to have the same meanings when used in the plural and vice
      versa). Terms otherwise not defined herein shall have the meanings
      assigned thereto in the Custodial and Disbursement Agreement.

      "Account Agreement" shall mean a letter agreement among Seller, Buyer, and
      the Bank substantially in the form of Exhibit V attached hereto.

      "Act of Insolvency" shall mean, with respect to any Person, (i) the filing
      of a petition, commencing, or authorizing the commencement of any case or
      proceeding under any bankruptcy, insolvency, reorganization, liquidation,
      dissolution or similar law relating to the protection of creditors, or
      suffering any such petition or proceeding to be commenced by another which
      is consented to, not timely contested or results in entry of an order for
      relief; (ii) the seeking or consenting to the appointment of a receiver,
      trustee, custodian or similar official for such Person or any substantial
      part of the property of such Person; (iii) the appointment of a receiver,
      conservator, or manager for such Person by any governmental agency or
      authority having the jurisdiction to do so; (iv) the making or offering by
      such Person of a composition with its creditors or a general assignment
      for the benefit of creditors; (v) the admission by such Person of its
      inability to pay its debts or discharge its obligations as they become due
      or mature; or (vi) that any governmental authority or agency or any
      person, agency or entity acting or purporting to act under governmental
      authority shall have taken any action to condemn, seize or appropriate, or
      to assume custody or control of, all or any substantial part of the
      property of such Person,


<PAGE>

      or shall have taken any action to displace the management of such Person
      or to curtail its authority in the conduct of the business of such Person.

      "Affiliate" shall mean with respect to any Person, any "affiliate" of such
      Person, as such term is defined in the Bankruptcy Code.

      "Agreement" shall mean this Master Repurchase Agreement, as the same may
      be further amended, supplemented or otherwise modified in accordance with
      the terms hereof.

      "ALTA" shall mean the American Land Title Association.

      "Alt-A Mortgage Loan" shall mean an Eligible Asset which is a Mortgage
      Loan made to a Mortgagor of "A" or "A-" credit quality, which is a secured
      by a lien on a single-family Residential Dwelling and for which the
      related Mortgagor has a FICO score of greater than 600. In no event shall
      any Mortgage Loan be an "Alt-A Mortgage Loan" if the related Mortgagor
      does not have a FICO score of at least 600 as of the date of origination.

      "Alt-A First Mortgage Loan" shall mean an Eligible Asset which is an Alt-A
      Mortgage Loan and a First Lien Mortgage Loan.

      "Alt-A Second Mortgage Loan" shall mean an Eligible Asset which is an
      Alt-A Mortgage Loan and a Second Lien Mortgage Loan.

      "Appraised Value" shall mean the value set forth in an appraisal made in
      connection with the origination of the related Mortgage Loan as the value
      of the Mortgaged Property (or the related residential dwelling unit in the
      Underlying Mortgaged Property, in the case of a Co-op Loan).

      "Asset Schedule and Exception Report" shall have the meaning assigned
      thereto in the Custodial and Disbursement Agreement.

      "Asset Value" shall mean as of any date of determination with respect to
      (A) each Eligible Asset that is not a Repurchased Mortgage Loan, a HELOC,
      an Alt-A Second Mortgage Loan or a Sub-Prime Second Mortgage Loan, the
      Purchase Percentage applicable to such Eligible Asset multiplied by the
      lesser of (a) the Market Value of such Mortgage Loan as of such date and
      (b) the outstanding principal balance of such Eligible Asset as of such
      date, (B) each Repurchased Mortgage Loan, 60% of the least of (a) 90% of
      the Market Value of such Mortgage Loan as of such date, (b) the
      outstanding principal balance of such Eligible Asset as of such date and
      (c) the Repurchased Appraised Value of such Mortgage Loan and (C) each
      Eligible Asset that is a HELOC, an Alt-A Second Mortgage Loan or a
      Sub-Prime Second Mortgage Loan, the Purchase Percentage applicable to such
      Eligible Asset multiplied by the lesser of (a) the Market Value of such
      Mortgage Loan as of such date and (b) the outstanding principal balance of
      such Eligible Asset as of such date; provided, that, the following
      additional limitations on Asset Value shall apply:



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            (1) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Alt-A Mortgage Loans and Sub-Prime Mortgage Loans owned
      hereunder by Buyer as of such date of determination may not exceed the
      Non-Conforming Sub- Limit;

            (2) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Sub-Prime Mortgage Loans owned hereunder by Buyer as of
      such date of determination may not exceed the Sub-Prime Sub-Limit;

            (3) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Sub-Prime Second Lien Mortgage Loans owned hereunder by
      Buyer as of such date of determination may not exceed the Sub-Prime Second
      Lien Sub-Limit;

            (4) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Sub-Prime Mortgage Loans made to "C" or "D" credit
      quality Mortgagors owned hereunder by Buyer as of such date of
      determination may not exceed the Credit Sub-Limit;

            (5) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Mortgage Loans which are Manufactured Housing Mortgage
      Loans owned hereunder by Buyer as of such date of determination may not
      exceed the Manufactured Housing Sub-Limit;

            (6) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Mortgage Loans which are not occupied by the related
      Mortgagor as its primary residence (as determined on the origination date)
      owned hereunder by Buyer as of such date of determination may not exceed
      the N/O/O Sub-Limit;

            (7) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Repurchased Mortgage Loans owned hereunder by Buyer as
      of such date of determination may not exceed the Repurchased Mortgage Loan
      Sub-Limit;

            (8) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Co-op Loans owned hereunder by Buyer as of such date of
      determination may not exceed the Co-op Sub-Limit;

            (9) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Super Jumbo Mortgage Loans owned hereunder by Buyer as
      of such date of determination may not exceed the Super Jumbo Sub-Limit;

            (10) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Fannie Mae Flex 100 Mortgage Loans owned hereunder by
      Buyer as of such date of determination may not exceed the Fannie Mae Flex
      100 Sub-Limit;

            (11) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Wet-Ink Mortgage Loans owned hereunder by Buyer as of
      such date is determination may not exceed the Wet-Ink Sub-Limit;



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            (12) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Co-op Loans that are Super Jumbo Mortgage Loans, Jumbo
      Mortgage Loans owned hereunder by Buyer as of such date of determination
      may not exceed the Co-op Jumbo Sub-Limit;

            (13) with respect to each Check Funded Loan, the Asset Value shall
      be deemed zero until at least one check set forth on the related Check
      Funding Schedule has been presented for payment and paid in accordance
      with the procedures set forth in the Custodial and Disbursement Agreement
      and the Check Disbursement Agreement; provided that for purposes of
      Section 3(n) and Section 4 hereof, the Asset Value shall be equal to no
      more than amounts that have previously been paid in respect of checks with
      respect to such Check Funded Loan;

            (14) with respect to each Official Check Funded Loan, the Asset
      Value shall be deemed zero until the official check set forth on the
      related Official Check Funding Schedule has been presented for payment and
      paid in accordance with the procedures set forth in the Custodial and
      Disbursement Agreement and the Official Check Disbursement Agreement;
      provided that for purposes of Section 3(n) and Section 4 hereof, the Asset
      Value shall be equal to no more than amounts that have previously been
      paid in respect of checks with respect to such Official Check Funded Loan;

            (15) after giving effect to any requested Transaction, the aggregate
      Asset Value of all HELOCs owned hereunder by Buyer as of such date of
      determination may not exceed the HELOC Sub-Limit; and

            (16) the Asset Value shall be deemed to be zero with respect to each
      Mortgage Loan (i) in respect of which there is a breach of a
      representation and warranty set forth in Schedule 1 (assuming each
      representation and warranty is made as of the date the Asset Value is
      determined), (ii) other than with respect to a Repurchased Loan, in
      respect of which there is a delinquency in the payment of principal and/or
      interest which continues for a period in excess of twenty-nine (29)
      calendar days (without regard to any applicable grace periods), (iii)
      which has not been repurchased by Seller by the earlier to occur of (A)
      the Termination Date and (B) except with respect to Repurchased Mortgage
      Loans, the 90th day after the date on which it is first purchased by
      Buyer, and with respect to Repurchased Mortgage Loans, the 180th day after
      the date on which such Mortgage Loan becomes a Repurchased Mortgage Loan,
      (iv) which has been released from the possession of Custodian under the
      Custodial and Disbursement Agreement to Seller for a period in excess of
      twenty (20) calendar days with respect to releases pursuant to Section
      5(c), (v) which has been released from the possession of Custodian under
      the Custodial and Disbursement Agreement to Seller for a period in excess
      of ten (10) calendar days with respect to releases pursuant to Sections
      5(a) and 5(b), (vi) which exceed the Sub-Limit for the related Class or
      otherwise or (vii) which is a Wet-Ink Mortgage Loan, for which Custodian
      has failed to receive the related Mortgage Documents by the tenth 10th
      Business Day following the applicable Purchase Date;

      "Assignment of Mortgage" shall mean, with respect to any Mortgage, an
      assignment of the Mortgage, notice of transfer or equivalent instrument in
      recordable form, sufficient


                                      -4-
<PAGE>

      under the laws of the jurisdiction wherein the related Mortgaged Property
      is located to reflect the assignment of the Mortgage to Buyer.

      "Bank" shall mean Deutsche Bank National Trust Company, a national banking
      association, and its successors in interest, or such other depository
      institution as may be acceptable to Buyer in its sole discretion, and
      their respective successors in interest.

      "Bank  Charter  Event"  shall  mean  the  date on  which  American  Home
      Mortgage  Holdings,  Inc.  acquires Valley Bancorp.  Inc. and its wholly
      owned subsidiary, Valley Bank of Maryland.

      "Bankruptcy Code" shall mean the United States Bankruptcy Code of 1978, as
      amended from time to time.

      "Business Day" shall mean any day other than (i) a Saturday or Sunday or
      (ii) a day on which banks in the State of New York (or state in which any
      of Custodian, Disbursement Agent, Seller or Buyer is located) is
      authorized or obligated by law or executive order to be closed.

      "Buyer" shall mean CDC Mortgage Capital Inc., a New York corporation, and
      its successors in interest and assigns.

      "Capital Lease Obligations" shall mean, for any Person, all obligations of
      such Person to pay rent or other amounts under a lease of (or other
      agreement conveying the right to use) Property to the extent such
      obligations are required to be classified and accounted for as a capital
      lease on a balance sheet of such Person under GAAP, and, for purposes of
      this Agreement, the amount of such obligations shall be the capitalized
      amount thereof, determined in accordance with GAAP.

      "Cash" shall mean all cash and Cash Equivalents, as shown on the balance
      sheet of the Seller prepared in accordance with GAAP.

      "Cash Equivalents" shall mean (a) securities with maturities of 90 days or
      less from the date of acquisition issued or fully guaranteed or insured by
      the United States Government or any agency thereof, (b) certificates of
      deposit and eurodollar time deposits with maturities of 90 days or less
      from the date of acquisition and overnight bank deposits of any commercial
      bank having capital and surplus in excess of $500,000,000, (c) repurchase
      obligations of any commercial bank satisfying the requirements of clause
      (b) of this definition, having a term of not more than seven days with
      respect to securities issued or fully guaranteed or insured by the United
      States Government, (d) commercial paper of a domestic issuer rated at
      least A-1 or the equivalent thereof by Standard and Poor's Ratings Group
      ("S&P") or P-1 or the equivalent thereof by Moody's Investors Service,
      Inc. ("Moody's") and in either case maturing within 90 days after the day
      of acquisition, (e) securities with maturities of 90 days or less from the
      date of acquisition issued or fully guaranteed by any state, commonwealth
      or territory of the United States, by any political subdivision or taxing
      authority of any such state, commonwealth or territory or by any foreign
      government, the securities of which state, commonwealth, territory,
      political subdivision, taxing authority or foreign government (as the case
      may


                                      -5-
<PAGE>

      be) are rated at least A by S&P or A by Moody's, (f) securities with
      maturities of 90 days or less from the date of acquisition backed by
      standby letters of credit issued by any commercial bank satisfying the
      requirements of clause (b) of this definition or (g) shares of money
      market mutual or similar funds which invest exclusively in assets
      satisfying the requirements of clauses (a) through (f) of this definition.

      "Check Disbursement Account" shall have the meaning specified in the Check
      Disbursement Agreement.

      "Check Disbursement Agreement" shall mean the Letter Agreement, dated as
      of the date hereof, among Seller, Buyer, Disbursement Agent, Deutsche Bank
      Trust Company Delaware and Deutsche Bank Trust Company Americas as may be
      amended from time to time.

      "Check Funded Loan" shall mean an Eligible Asset funded pursuant to the
      Check Disbursement Agreement.

      "Check Funding Schedule" shall have the meaning specified in the Check
      Disbursement Agreement.

      "Class" shall mean each group of Mortgage Loans where each Mortgage Loan
      within such group qualifies as at least one of the following: "Conforming
      Mortgage Loan", "Jumbo Mortgage Loan", "Alt-A First Mortgage Loan", "Alt-A
      Second Mortgage Loan", "Sub-Prime First Mortgage Loan", "Sub-Prime Second
      Mortgage Loan", "Wet-Ink Mortgage Loan", "HELOC" or "Repurchased Mortgage
      Loan"; provided, that a Mortgage Loan may be within more than one Class as
      of any date of determination.

      "Closed End Loan" shall mean a Mortgage Loan which is not a HELOC.

      "Code" shall mean the Internal Revenue Code of 1986, as amended from time
      to time.

      "Collection Account" shall mean the account established by the Bank
      subject to an Account Agreement, into which all Income shall be deposited.

      "Combined Loan-to-Value Ratio or CLTV" shall mean with respect to any
      Second Lien Mortgage Loan, the sum of (a) the original principal balance
      of such Second Lien Mortgage Loan or, with respect to any HELOC, the
      original Credit Limit, and (b) the outstanding principal balance of any
      related first lien loan as of the date of origination of such Second Lien
      Mortgage Loan, divided by the lesser of (i) the Appraised Value of the
      related Mortgage Property as of the date of origination of such Second
      Lien Mortgage Loan and (ii) if the related Mortgaged Property was
      purchased within twelve (12) months of the origination of such Second Lien
      Mortgage Loan, the purchase price of such Mortgaged Property.

      "Committed Transaction" as defined in the recitals hereto.

      "Commitment Fee" shall mean the fee payable by Seller to Buyer pursuant to
      Section 3(a)(7) equal to 0.075% of the Maximum Committed Amount.


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      "Commonly Controlled Entity" shall mean an entity, whether or not
      incorporated, which is under common control with Seller within the meaning
      of Section 4001 of ERISA or is part of a group which includes Seller and
      which is treated as a single employer under Section 414 of the Code.

      "Confirmation" shall have the meaning specified in Section 3(c).

      "Conforming Mortgage Loan" shall mean an Eligible Asset which is insured
      by, and meets all criteria of, Fannie Mae, Freddie Mac, the FHA or the VA
      which is secured by a first lien on the related Mortgaged Property.

      "Co-op" shall mean a private, cooperative housing corporation, having only
      one class of stock outstanding, which owns or leases land and all or part
      of a building or buildings, including apartments, spaces used for
      commercial purposes and common areas therein and whose board of directors
      authorizes the sale of stock and the issuance of a Co-op Lease.

      "Co-op Lease" shall mean with respect to a Co-op Loan, the lease with
      respect to a dwelling unit occupied by the Mortgagor and relating to the
      stock allocated to the related dwelling unit.

      "Co-op Loan" shall mean an Eligible Asset that is a Conforming Mortgage
      Loan, except with respect to the outstanding principal balance at
      origination, secured by the pledge of stock allocated to a dwelling unit
      in a Co-op and a collateral assignment of the related Co-op Lease.

      "Co-op Security Agreement" shall mean the agreement creating a first lien
      security interest in the stock allocated to a dwelling unit in the
      residential cooperative housing corporation that was pledged to secure
      such Co-op Loan and the related Co-op Lease.

      "Co-op Sub-Limit" shall mean $16,000,000.

      "Co-op Jumbo Sub-Limit" shall mean $8,000,000.

      "Credit Limit" shall mean, with respect to each HELOC, the maximum amount
      permitted under the terms of the related Credit Line Agreement.

      "Credit Line Agreement" shall mean, with respect to each HELOC, the
      related home equity line of credit agreement, account agreement and
      promissory note (if any) executed by the related mortgagor and any
      amendment or modification thereof.

      "Credit Sub-Limit" shall mean $3,000,000.

      "Custodial and Disbursement Agreement" shall mean that custodial and
      disbursement agreement, dated as of the date hereof, by and among Buyer,
      Seller, Disbursement Agent and Custodian, as the same shall be modified
      and supplemented and in effect from time to time.


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<PAGE>

      "Custodial Identification Certificate" shall have the meaning assigned
      thereto in the Custodial and Disbursement Agreement.

      "Custodian" shall mean Deutsche Bank National Trust Company, a national
      banking association, and its successors in interest, as custodian under
      the Custodial and Disbursement Agreement, and any successor Custodian
      under the Custodial and Disbursement Agreement.

      "DDA Account" shall have the meaning specified in the Check Disbursement
      Agreement.

      "Default" shall mean an Event of Default or an event that with notice or
      lapse of time or both would become an Event of Default.

      "Disbursement Agent" shall mean Deutsche Bank National Trust Company, a
      national banking association, and its successors in interest, as
      disbursement agent under the Custodial and Disbursement Agreement, and any
      successor Disbursement Agent under the Custodial and Disbursement
      Agreement.

      "Dollars" and "$" shall mean lawful money of the United States of America.

      "Draw" shall mean, with respect to each HELOC, an additional borrowing by
      the Mortgagor subsequent to the Cut-off Date in accordance with the
      related Credit Line Agreement, which borrowing shall be funded by the
      Seller.

      "Due Diligence Review" shall mean the performance by Buyer of any or all
      of the reviews permitted under Section 26 with respect to any or all of
      the Mortgage Loans, as desired by Buyer from time to time.

      "Effective Date" shall mean the date upon which the conditions precedent
      set forth in Section 3(a) shall have been satisfied.

      "Electronic Agent" shall mean MERSCORP, INC., and its successors in
      interest.

      "Electronic Tracking Agreement" shall mean the Electronic Tracking
      Agreement, in a form substantially similar to the form set forth in Annex
      19 to the Custodial and Disbursement Agreement, to be entered into among
      Buyer, Seller, Electronic Agent and MERS, if any, as the same shall be
      amended, supplemented or otherwise modified from time to time; provided
      that if no Mortgage Loans are or will be MERS Designated Mortgage Loans,
      all references herein to the Electronic Tracking Agreement shall be
      disregarded.

      "Electronic Transmission" shall mean the delivery of information in an
      electronic format acceptable to the applicable recipient thereof. An
      Electronic Transmission shall be considered written notice for all
      purposes hereof (except when a request or notice by its terms requires
      execution). Any document that requires signature that is delivered by
      Electronic Transmission via email that includes the sender's name shall
      satisfy such signature requirement.


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<PAGE>

      "Eligible Asset" shall mean a Mortgage Loan, including a Wet-Ink Mortgage
      Loan, (i) as to which the representations and warranties in Schedule 1
      attached hereto are true and correct, (ii) which is underwritten strictly
      in accordance with Seller's Underwriting Guidelines, a copy of which is
      attached hereto as Exhibit II or with such exceptions as Buyer shall
      approve pursuant to Section 3(b)(9) or meets all underwriting criteria of,
      Fannie Mae, Freddie Mac, the FHA or the VA, and (iii) which is secured by
      a Residential Dwelling.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      amended from time to time.

      "ERISA Affiliate" shall mean any corporation or trade or business that is
      a member of any group of organizations (i) described in Section 414(b) or
      (c) of the Code of which Seller is a member and (ii) solely for purposes
      of potential liability under Section 302(c)(11) of ERISA and Section
      412(c)(11) of the Code and the lien created under Section 302(f) of ERISA
      and Section 412(n) of the Code, described in Section 414(m) or (o) of the
      Code of which Seller is a member.

      "Escrow Instruction Letter" shall have the meaning assigned thereto in the
      Custodial and Disbursement Agreement.

      "Eurodollar Rate" shall mean, with respect to each day a Transaction is
      outstanding (and reset on each day a Transaction is outstanding), the rate
      per annum equal to the rate appearing at page 5 of the Telerate Screen as
      one-month LIBOR at or about 9:00 a.m., New York City time, on such date
      (and if such date is not a Business Day, the Eurodollar Rate in effect on
      the Business Day immediately preceding such date), and if such rate shall
      not be so quoted, the average rate per annum at which three mutually
      acceptable banks are offered Dollar deposits at or about 8:00 a.m., New
      York City time, on such date by prime banks in the interbank eurodollar
      market where the eurodollar and foreign currency exchange operations in
      respect of its Transactions are then being conducted for delivery on such
      day for a period of thirty (30) days and in an amount comparable to the
      amount of the Transactions to be outstanding on such day. The Eurodollar
      Rate shall be reset by Buyer as described above and Buyer's determination
      of Eurodollar Rate shall be conclusive upon the parties absent manifest
      error on the part of Buyer.

      "Event of Default" has the meaning specified in Section 12.

      "Excess Margin" has the meaning specified in Section 3(q).

      "Existing Financing Facilities" shall mean the Morgan Facility, the UBS
      Warburg Facility, the RFC Facility and the Freddie Facility.

      "Fannie Mae" shall mean the Federal National Mortgage Association, and its
      successors in interest.

      "Fannie Mae Flex 100 Mortgage Loan" shall mean an Eligible Asset which
      meets all criteria of the Fannie Mae Flex 100 program.



                                      -9-
<PAGE>

      "Fannie Mae Flex 100 Sub-Limit" shall mean $2,000,000.

      "Foreclosed Loan" shall mean a loan the property securing which has been
      foreclosed upon by Seller.

      "Freddie Facility" means the financing facility between the Seller and
      Freddie Mac, as may be amended from time to time, and all other documents
      or agreements executed in connection therewith, or replacement facilities
      with substantially similar terms (including, but not limited to, amounts
      and rates) with financial institutions approved by Buyer.

      "Freddie Mac" shall mean the Federal Home Loan Mortgage Corporation, and
      its successors in interest.

      "GAAP" shall mean generally accepted accounting principles as in effect
      from time to time in the United States.

      "Governmental Authority" shall mean any nation or government, any state or
      other political subdivision thereof, any entity exercising executive,
      legislative, judicial, regulatory or administrative functions of or
      pertaining to government and any court or arbitrator having jurisdiction
      over Seller, any of its Subsidiaries or any of their properties.

      "Guarantee" shall mean, as to any Person, any obligation of such Person
      directly or indirectly guaranteeing any Indebtedness of any other Person
      or in any manner providing for the payment of any Indebtedness of any
      other Person or otherwise protecting the holder of such Indebtedness
      against loss (whether by virtue of partnership arrangements, by agreement
      to keep-well another Person, to purchase assets, goods, securities or
      services, or to agree to take-or-pay arrangement or otherwise); provided
      that the term "Guarantee" shall not include (i) endorsements for
      collection or deposit in the ordinary course of business, or (ii)
      obligations to make servicing advances for delinquent taxes and insurance,
      or other obligations in respect of a Mortgaged Property, or other
      principal and interest advances made in the ordinary course of servicing
      the Mortgage Loans. The amount of any Guarantee of a Person shall be
      deemed to be an amount equal to the stated or determinable amount of the
      primary obligation in respect of which such Guarantee is made or, if not
      stated or determinable, the maximum reasonably anticipated liability in
      respect thereof as determined by such Person in good faith. The terms
      "Guarantee" and "Guaranteed" used as verbs shall have correlative
      meanings.

      "Guarantor" shall mean American Home Mortgage Holdings,  Inc. a Delaware
      corporation, and its successors in interest.

      "Guaranty" shall mean the Guarantee, dated as of the date hereof, made by
      Guarantor in favor of Buyer, as may be amended from time to time.

      "HELOC" shall mean a home equity revolving line of credit secured by a
      Mortgage, deed of trust or other instrument creating a second lien on the
      related Mortgaged Property, which lien secures the related Credit Line
      Agreement and which related first lien is also an Eligible Asset subject
      to an outstanding Transaction under this Agreement at any time


                                      -10-
<PAGE>

      that such HELOC is requested to be, or is, subject to an outstanding
      Transaction under this Agreement.

      "HELOC Sub-Limit" shall mean $30,000,000.

      "Income" shall mean, with respect to any Mortgage Loan at any time, all
      collections and proceeds on or in respect of the Mortgage Loans,
      including, without limitation, any principal thereof then payable and all
      interest or other distributions payable thereon less any related servicing
      fee(s) charged by Servicer.

      "Indebtedness" shall mean, for any Person: (a) obligations created, issued
      or incurred by such Person for borrowed money (whether by loan, the
      issuance and sale of debt securities or the sale of Property to another
      Person subject to an understanding or agreement, contingent or otherwise,
      to repurchase such Property from such Person); (b) obligations of such
      Person to pay the deferred purchase or acquisition price of Property or
      services, other than trade accounts payable (other than for borrowed
      money) arising, and accrued expenses incurred, in the ordinary course of
      business so long as such trade accounts payable are payable within 90 days
      of the date the respective goods are delivered or the respective services
      are rendered; (c) Indebtedness of others secured by a Lien on the Property
      of such Person, whether or not the respective Indebtedness so secured has
      been assumed by such Person; (d) obligations (contingent or otherwise) of
      such Person in respect of letters of credit or similar instruments issued
      or accepted by banks and other financial institutions for account of such
      Person; (e) obligations of such Person under repurchase agreements,
      sale/buy-back agreements or like arrangements; (f) Indebtedness of others
      Guaranteed by such Person; (g) all obligations of such Person incurred in
      connection with the acquisition or carrying of fixed assets by such
      Person; (h) Indebtedness of general partnerships of which such Person is
      secondarily or contingently liable (other than by endorsement of
      instruments in the course of collection), whether by reason of any
      agreement to acquire such indebtedness to supply or advance sums or
      otherwise; and (i) Capital Lease Obligations of such Person.

      "Interest Rate Protection Agreement" shall mean, with respect to any or
      all of the Mortgage Loans, any short sale of US Treasury securities, or
      futures contract, or options related contract, or interest rate swap, cap
      or collar agreement or similar arrangement providing for protection
      against fluctuations in interest rates or the exchange of nominal interest
      obligations, either generally or under specific contingencies and
      acceptable to Buyer.

      "Interim Funder" shall mean, with respect to each MERS Designated Mortgage
      Loan, the Person named on the MERS(R) System as the interim funder
      pursuant to the MERS Procedures Manual.

      "Investor" shall mean, with respect to each MERS Designated Mortgage Loan,
      the Person named on the MERS(R) System as the investor pursuant to the
      MERS Procedures Manual.


                                      -11-
<PAGE>

      "Jumbo Mortgage Loans" shall mean an Eligible Asset which meets all
      criteria of Fannie Mae or Freddie Mac except that the outstanding
      principal balance thereof at origination was in excess of Fannie Mae or
      Freddie Mac's guidelines which is secured by a first lien on the related
      Mortgaged Property.

      "Late Payment Fee" has the meaning specified in Section 5(b).

      "Lien" shall mean any mortgage, lien, pledge, charge, security interest or
      similar encumbrance.

      "Loan-to-Value Ratio" or "LTV" means with respect to any Mortgage Loan,
      the ratio of the original outstanding principal amount (or with respect to
      a HELOC, the Credit Limit) of such Mortgage Loan at the time of
      origination to the lesser of (a) the Appraised Value of the related
      Mortgaged Property at origination of such Mortgage Loan and (b) if the
      related Mortgaged Property was purchased within twelve (12) months of the
      origination of such Mortgage Loan, the purchase price of the related
      Mortgaged Property.

      "Manufactured Housing Sub-Limit" shall mean $2,000,000.

      "Margin Base" shall mean the aggregate Asset Value of all Purchased Assets
      which are Eligible Assets.

      "Margin Deficit" has the meaning specified in Section 4.

      "Market Value" shall mean, as of any date in respect of any Mortgage Loan,
      the price at which such Mortgage Loan could readily be sold as determined
      by Buyer, which price may be determined to be zero. Buyer's determination
      of Market Value shall be conclusive upon the parties absent manifest error
      on the part of Buyer.

      "Material Adverse Effect" shall mean a material adverse effect on (a) the
      Property, business, operations, financial condition or prospects of Seller
      or Guarantor, (b) the ability of Seller or Guarantor to perform its
      respective obligations under any of the Repurchase Documents to which it
      is a party, (c) the validity or enforceability of any of the Repurchase
      Documents, (d) the rights and remedies of Buyer under any of the
      Repurchase Documents, (e) the timely payment of any amounts payable under
      the Repurchase Documents, or (f) the Asset Value of the Purchased Assets.

      "Maximum Amount" shall mean $450,000,000.

      "Maximum Committed Amount" shall mean $200,000,000.

      "Maximum Uncommitted Amount" shall mean $250,000,000.

      "MERS" shall mean Mortgage Electronic  Registration  Systems,  Inc., and
      its successors in interest.

      "MERS Designated Mortgage Loan" shall mean a Mortgage Loan for which the
      Seller has designated or will designate MERS as, and has taken or will
      take such action as is


                                      -12-
<PAGE>

      necessary to cause MERS to be, the mortgagee of record, as nominee for the
      Seller, in accordance with the MERS Procedure Manual.

      "MERS Procedure Manual" shall mean the MERS Procedures Manual attached as
      Exhibit B to the Electronic Tracking Agreement, as it may be amended,
      supplemented or otherwise modified from time to time.

      "MERS Report" shall mean the schedule listing MERS Designated Mortgage
      Loans and other information prepared by the Electronic Agent pursuant to
      the Electronic Tracking Agreement.

      "MERS(R) System" shall mean the Electronic Agent's mortgage electronic
      registry system, as more particularly described in the MERS Procedures
      Manual.

      "Morgan Facility" means the Master Loan and Security Agreement, dated as
      of August 2, 2002, by and among American Home Mortgage Corp., Marina
      Mortgage Company, Inc., and Morgan Stanley Dean Witter Mortgage Capital
      Inc., as may be amended from time to time, and all other documents or
      agreements executed in connection therewith, or replacement facilities
      with substantially similar terms (including, but not limited to, amounts
      and rates) with financial institutions approved by Buyer.

      "Mortgage" shall mean with respect to a Mortgage Loan that is not a Co-op
      Loan, the mortgage, deed of trust or other instrument securing a Mortgage
      Note, which creates a first lien or second lien on a fee simple
      Residential Dwelling securing the Mortgage Note and with respect to a
      Co-op Loan, the Co-op Security Agreement.

      "Mortgage File" shall have the meaning assigned thereto in the Custodial
      and Disbursement Agreement.

      "Mortgage Loan" shall mean a mortgage loan or HELOC originated in
      accordance with the Underwriting Guidelines which Custodian has been
      instructed to hold for Buyer pursuant to the Custodial and Disbursement
      Agreement, including any Wet-Ink Mortgage Loan listed on a Transaction
      Request, and which Mortgage Loan includes, without limitation, (i) a
      Mortgage Note and related Mortgage or Credit Line Agreement, and (ii) all
      right, title and interest of Seller in and to the Mortgaged Property
      covered by such Mortgage.

      "Mortgage Note" shall mean the original executed promissory note or other
      evidence of the indebtedness of a Mortgagor with respect to a Mortgage
      Loan.

      "Mortgaged Property" shall mean, with respect to a Mortgage Loan that is
      not a Co-op Loan, a fee simple interest in the real property (including
      all improvements, buildings, fixtures, building equipment and personal
      property thereon and all additions, alterations and replacements made at
      any time with respect to the foregoing) and all other collateral securing
      repayment of the debt evidenced by a Mortgage Note. With respect to a
      Co-op Loan, the stock allocated to a dwelling unit in the residential
      cooperative housing corporation that was pledged to secure such Co-op Loan
      and the related Co-op Lease.


                                      -13-
<PAGE>

      "Mortgagee" shall mean the record holder of a Mortgage Note secured by a
      Mortgage.

      "Mortgagor" shall mean the obligor or obligors on a Mortgage Note,
      including any person who has assumed or guaranteed the obligations of the
      obligor thereunder.

      "Multiemployer Plan" shall mean a multiemployer plan defined as such in
      Section 3(37) of ERISA to which contributions have been or are required to
      be made by Seller or any ERISA Affiliate and that is covered by Title IV
      of ERISA.

      "N/O/O Sub-Limit" shall mean $3,000,000.

      "Net Income" shall mean, with respect to any Person for any period, the
      net income of such Person for such period as determined in accordance with
      GAAP.

      "Non-Conforming Sub-Limit" shall mean $60,000,000.

      "Official Check Disbursement Account" shall have the meaning specified in
      the Official Check Disbursement Agreement.

      "Official Check Disbursement Agreement" shall mean the Letter Agreement,
      dated as of the date hereof, among Seller, Buyer, Disbursement Agent,
      Deutsche Bank Trust Company Delaware and Deutsche Bank Trust Company
      Americas as may be amended from time to time relating to "official" or
      "certified" checks.

      "Official Check Funded Loan" shall mean an Eligible Asset funded pursuant
      to the Official Check Disbursement Agreement.

      "Official Check Funding Schedule" shall have the meaning specified in the
      Official Check Disbursement Agreement.

      "Payment Calculation Date" shall mean the tenth (10th) day of each month.

      "Payment Date" shall mean two (2) Business Days after the Payment
      Calculation Date.

      "PBGC" shall mean the Pension Benefit Guaranty Corporation or any entity
      succeeding to any or all of its functions under ERISA.

      "Periodic Advance Repurchase Payment" has the meaning specified in Section
      5(b).

      "Person" shall mean any individual, corporation, company, voluntary
      association, partnership, joint venture, limited liability company, trust,
      unincorporated association or government (or any agency, instrumentality
      or political subdivision thereof).

      "Plan" shall mean an employee benefit or other plan established or
      maintained by any Seller or any ERISA Affiliate and covered by Title IV of
      ERISA, other than a Multiemployer Plan.

      "Post-Default Rate" shall mean, in respect of any day a Transaction is
      outstanding or any other amount under this Agreement or any other
      Repurchase Document that is not paid


                                      -14-
<PAGE>

      when due to Buyer at the stated Repurchase Date or otherwise when due (a
      "Post-Default Day"), a rate per annum on a 360 day per year basis during
      the period from and including the due date to but excluding the date on
      which such amount is paid in full equal to 4% per annum plus the Prime
      Rate on such Post-Default Day.

      "Price Differential" means, with respect to any Transaction hereunder as
      of any date, the aggregate amount obtained by daily application of the
      Pricing Rate for such Transaction to the Purchase Price for such
      Transaction on a 360 day per year basis for the actual number of days
      during the period commencing on (and including) the Purchase Date for such
      Transaction and ending on (but excluding) the Repurchase Date (reduced by
      any amount of such Price Differential previously paid by Seller to Buyer
      with respect to such Transaction).

      "Pricing Rate" shall mean with respect to any Class of Mortgage Loans and
      any date of determination a rate per annum equal to the sum of (a) the
      Eurodollar Rate applicable on such date plus (b) the Pricing Spread for
      such Class applicable on such date.

      "Pricing Spread" shall mean (a) with respect to each Committed Transaction
      with respect to any Class of Mortgage Loan, the rate per annum
      corresponding to such Class as set forth in the table below:

                     Class                  Pricing Spread
          ------------------------------- ------------------

          Conforming Mortgage Loan                0.75%

          Jumbo Mortgage Loan                     0.75%

          Super Jumbo Mortgage Loan               0.75%

          Alt-A First Lien Mortgage Loan          0.85%
          Alt-A Second Lien Mortgage Loan         0.85%
          HELOC                                   0.90%
          Sub-Prime First Lien Mortgage Loan      0.95%
          Sub-Prime Second Lien Mortgage Loan     0.95%
          Wet-Ink Mortgage Loans                  1.00%
          Repurchased Loans                       1.75%

      and (b) with respect to each Uncommitted Transaction, a percentage to be
      determined by Buyer in its sole discretion; provided, that should a
      Mortgage Loan qualify for more than one Class as of any date of
      determination, then the Pricing Spread, subject to clause (b), shall be
      the Pricing Spread of the Class for which such Mortgage Loan qualifies
      that produces the greatest Pricing Rate.

      "Prime Rate" shall mean the prime rate announced to be in effect from time
      to time, as published as the average rate in The Wall Street Journal.

      "Property" shall mean any right or interest in or to property of any kind
      whatsoever, whether real, personal or mixed and whether tangible or
      intangible.

                                      -15-
<PAGE>

      "Purchase Agreement" shall mean any purchase agreement by and between
      Seller and any third party, including without limitation, any Affiliate of
      Seller, pursuant to which Seller has purchased assets subsequently sold to
      Buyer hereunder.

      "Purchase Date" shall mean the date on which Purchased Assets are
      transferred by Seller to Buyer or its designee (including Custodian).

      "Purchase Percentage" shall mean, with respect to each Committed
      Transaction with respect to any Class of Mortgage Loan, the applicable
      percentage corresponding to such Class as set forth in the table below:


                                                    Purchase
                             Class                 Percentage
                --------------------------------- ------------

                Conforming Mortgage Loan            98%
                Jumbo Mortgage Loan                 98%
                Super Jumbo Mortgage Loan           98%
                Alt-A First Lien Mortgage Loan      98%
                Alt-A Second Lien Mortgage Loan     95%
                Sub-Prime First Lien Mortgage       98%
                Loan
                Sub-Prime Second Lien Mortgage      95%
                Loan
                HELOC                               95%

      provided that with respect to each Uncommitted Transaction, such
      percentage as is acceptable to Buyer in its sole discretion and set forth
      in the related Confirmation; provided further that should a Mortgage Loan
      qualify for more than one Class, then the Purchase Percentage, subject to
      the preceding proviso, shall be the Purchase Percentage of the Class for
      which such Mortgage Loan qualifies which produces the lowest percentage.

      "Purchase Price" shall mean on each Purchase Date, the price at which
      Purchased Assets are transferred by Seller to Buyer or its designee
      (including Custodian) which shall equal the Asset Value for such Purchased
      Assets on the Purchase Date.

      "Purchased Assets" shall mean the Mortgage Loans sold by Seller to Buyer
      in a Transaction.

      "Purchased Items" has the meaning specified in Section 7.

      "Qualified Originator" means an originator of Mortgage Loans acceptable to
      Buyer in its sole discretion.

      "Regulations T, U and X" shall mean Regulations T, U and X of the Board of
      Governors of the Federal Reserve System (or any successor), as the same
      may be modified and supplemented and in effect from time to time.


                                      -16-
<PAGE>

      "REO Property" shall mean real property acquired by Seller, including a
      Mortgaged Property acquired through foreclosure of a Mortgage Loan or by
      deed in lieu of such foreclosure.

      "Reportable Event" shall mean any of the events set forth in Section
      4043(b) of ERISA or a successor provision thereof, other than those events
      as to which the thirty day notice period is waived under subsections .13,
      .14, .16, .18, .19 or .20 of PBGC Reg. ss. 2615 or one or more successor
      provision thereof.

      "Repurchase Date" shall mean the date on which Seller is to repurchase the
      Purchased Assets from Buyer as specified in the related Confirmation
      including any date determined by application of the provisions of Sections
      3 or 13 which date shall be specified as "open" unless otherwise requested
      by Seller and agreed by Buyer; provided that in no event shall the
      Repurchase Date be in excess of 364 days after the Purchase Date. If the
      Transaction is "open", the Repurchase Date shall be one (1) Business Day
      after the date upon which either Buyer (in its sole discretion) or the
      Seller (in its sole discretion) provides to the other written notice of
      its intention to sell or repurchase, as applicable, the applicable
      Mortgage Loans; provided that the Repurchase Date shall not, in any event,
      exceed 364 days from the date hereof.

      "Repurchase Documents" shall mean this Agreement, the Custodial and
      Disbursement Agreement, the Account Agreement, the Check Disbursement
      Agreement, the Official Check Disbursement Agreement and the Guaranty and
      all other documents or agreements executed connection therewith.

      "Repurchase Obligations" shall have the meaning specified in Section 7(b).

      "Repurchase Price" means the price at which Purchased Assets are to be
      transferred from Buyer or its designee (including Custodian) to Seller
      upon termination of a Transaction, which will be determined in each case
      (including Transactions terminable upon demand) as the sum of the Purchase
      Price and the Price Differential as of the date of such determination
      decreased by all cash, Income and Periodic Advance Repurchase Payments
      (including Late Payment Fees, if any) actually received by Buyer pursuant
      to Sections 5(a) or 5(b), respectively.

      "Repurchased Appraised Value" shall mean the value set forth in an
      appraisal made no earlier than 30 days prior to the Purchase Date of a
      Repurchased Mortgage Loan by an appraiser satisfactory to Buyer in its
      sole discretion, as the value of the Mortgaged Property.

      "Repurchased Mortgage Loan" shall mean an Eligible Asset with a current
      outstanding principal balance not in excess of $750,000 which is a
      Conforming Mortgage Loan, a Jumbo Mortgage Loan, an Alt-A First Lien
      Mortgage Loan or a Sub-Prime First Mortgage Loan but in each case is not a
      Wet-Ink Mortgage Loan or a Second Lien Mortgage Loan, which has previously
      been sold to a warehouse lender under a gestation or similar facility and
      is required to be repurchased thereunder by the Seller for which Seller
      has obtained an appraisal by an appraiser satisfactory to Buyer in its
      sole discretion


                                      -17-
<PAGE>

      not earlier than 30 days prior to the requested Purchase Date for such
      Mortgage Loan. In no event shall Buyer be required to purchase a
      "Repurchased Mortgage Loan" (a) unless Seller has delivered to Buyer an
      appraisal meeting the criteria in the preceding sentence, (b) if such
      Mortgage Loan is the subject of a contested foreclosure, (c) if such
      Mortgage Loan has an obligor that has filed for bankruptcy relief, or (d)
      if such Mortgage Loan is the subject of any fraud or suspected fraud on
      the part of the obligor thereunder.

      "Repurchased Mortgage Loan Sub-Limit" shall mean $4,000,000; provided
      however, that if the aggregate Purchase Price of all Transactions
      outstanding hereunder on such date of determination is less than
      $75,000,000 after giving effect to any requested Transactions, then the
      Repurchased Mortgage Loan Sub-Limit shall mean 2% of the aggregate
      Purchase Price of all Transactions outstanding hereunder on such date of
      determination.

      "Request for Additional Transactions for Excess Margin" shall have the
      meaning specified in Section 3(q)(1).

      "Requirement of Law" shall mean as to any Person, the certificate of
      incorporation and by-laws or other organizational or governing documents
      of such Person, and any law, treaty, rule or regulation or determination
      of an arbitrator or a court or other Governmental Authority, in each case
      applicable to or binding upon such Person or any of its property or to
      which such Person or any of its property is subject.

      "Residential Dwelling" shall mean any one of the following: (i) a detached
      single family dwelling, (ii) a two-to-four family dwelling, (iii) a
      co-operative unit, (iv) a unit in a condominium project, or (v) a detached
      single family dwelling in a planned unit development. Mortgaged Properties
      that consist of the following property types are not Residential
      Dwellings: (a) log homes, (b) earthen homes, (c) underground homes, (d)
      mobile homes, (e) any dwelling situated on more than ten acres of property
      and (f) any dwelling situated on a leasehold estate.

      "Responsible Officer" shall mean, as to any Person, the chief executive
      officer, the chief financial officer, the treasurer or the chief operating
      officer of such Person.

      "RFC Facility" means the Warehousing Credit and Security Agreement, dated
      as of December 19, 2001, between American Home Mortgage Corp., Marina
      Mortgage Company, Inc. and Residential Funding Corporation, as may be
      amended from time to time, and all other documents or agreements executed
      in connection therewith, or replacement facilities with substantially
      similar terms (including, but not limited to, amounts and rates) with
      financial institutions approved by Buyer.

      "Second Lien Mortgage Loan" shall mean an Eligible Asset secured by a lien
      on the Mortgaged Property, which is subject to one prior lien on such
      Mortgaged Property.

      "Security Agreement" shall mean with respect to any Mortgage Loan, any
      contract, instrument or other document related to security for repayment
      thereof (other than the related Mortgage and Mortgage Note), executed by
      the Mortgagor and/or others in connection with such Mortgage Loan,
      including without limitation, any security agreement, guaranty, title
      insurance policy, hazard insurance policy, chattel mortgage,


                                      -18-
<PAGE>

      letter of credit or certificate of deposit or other pledged accounts, and
      any other documents and records relating to any of the foregoing.

      "Seller"   shall  mean  American  Home  Mortgage   Corp.,   a  New  York
      corporation, and its successors in interest.

      "Seller Asset Schedule" shall have the meaning assigned thereto in the
      Custodial and Disbursement Agreement.

      "Seller-Related Obligations" shall mean any obligations of Seller
      hereunder and under any other arrangement between Seller or an Affiliate
      of Seller on the one hand and Buyer or an Affiliate of Buyer on the other
      hand.

      "Servicer" shall have the meaning specified in Section 24.

      "Servicer Account" shall mean any account established by Servicer in
      connection with the servicing of the Mortgage Loans.

      "Servicer Notice" shall mean the notice from Seller to Servicer,
      substantially in the form of Exhibit VII attached hereto.

      "Servicing Agreement" has the meaning specified in Section 24.

      "Servicing File" means with respect to each Mortgage Loan, the file
      retained by Seller consisting of originals of all documents in the
      Mortgage File which are not delivered to a Custodian and copies of all
      documents in the Mortgage File set forth in Section 2 of the Custodial and
      Disbursement Agreement.

      "Servicing Records" has the meaning specified in Section 24.

      "Settlement Agent" shall mean, with respect to any Transaction, the entity
      approved by Buyer, in its sole discretion, which may be a title company,
      escrow company or attorney in accordance with local law and practice in
      the jurisdiction where the related Wet-Ink Mortgage Loan is being
      originated, to which the proceeds of such Transaction are to be wired
      pursuant to Section 3.



                                      -19-
<PAGE>

      "Sub-Limit" shall mean each of the Non-Conforming Sub-Limit, the Sub-Prime
      Sub-Limit, the Sub-Prime Second Lien Sub-Limit, the Credit Sub-Limit, the
      Manufactured Housing Sub-Limit, the N/O/O Sub-Limit, the Co-op Sub-Limit,
      the Fannie Mae Flex 100 Sub-Limit, the Super Jumbo Sub-Limit, the HELOC
      Sub-Limit and the Repurchased Mortgage Loan Sub-Limit. For purpose of
      determining a violation of a Sub-Limit hereunder, (1) at no time shall the
      aggregate of the Asset Value of all Mortgage Loans subject to outstanding
      transactions hereunder violate any single Sub-Limit and (2) to the extent
      that there are both Committed Transactions and Uncommitted Transactions
      outstanding hereunder, at no time shall the aggregate Asset Value of
      Mortgage Loans subject to (a) a Committed Transaction be in excess of the
      applicable Sub-Limit Percentage or (b) an Uncommitted Transaction be in
      excess of the applicable Sub-Limit Percentage.

      "Sub-Limit Percentage" shall mean the aggregate Asset Value multiplied by
      a percentage equal to the percentage of all outstanding Transactions which
      are Committed Transactions or Uncommitted Transactions, as applicable.

      "Sub-Prime First Mortgage Loan" shall mean an Eligible Asset which is a
      Sub-Prime Mortgage Loan and a First Lien Mortgage Loan.

      "Sub-Prime Mortgage Loan" shall mean an Eligible Asset which is a Mortgage
      Loan made to a Mortgagor of less than "A-" credit quality secured by a
      lien on a single-family Residential Dwelling.

      "Sub-Prime Second Lien Sub-Limit" shall mean $5,000,000.

      "Sub-Prime Second Mortgage Loan" shall mean an Eligible Asset which is a
      Sub-Prime Mortgage Loan and a Second Lien Mortgage Loan.

      "Sub-Prime Sub-Limit" shall mean $30,000,000.

      "Subsidiary" shall mean, with respect to any Person, any corporation,
      partnership, limited liability company or other entity of which at least a
      majority of the securities or other ownership interests having by the
      terms thereof ordinary voting power to elect a majority of the board of
      directors or other persons performing similar functions of such
      corporation, partnership, limited liability company or other entity
      (irrespective of whether or not at the time securities or other ownership
      interests of any other class or classes of such corporation, partnership
      or other entity shall have or might have voting power by reason of the
      happening of any contingency) is at the time directly or indirectly owned
      or controlled by such Person or one or more Subsidiaries of such Person or
      by such Person and one or more Subsidiaries of such Person.



                                      -20-
<PAGE>

      "Super Jumbo Mortgage Loan" " shall mean an Eligible Asset which is a
      Jumbo Mortgage Loan with an outstanding principal balance at origination
      of greater than or equal to $1,000,000 but less than or equal to
      $5,000,000.

      "Super Jumbo Sub-Limit" " shall mean $30,000,000.

      "Tangible Net Worth" shall mean as to any Person, as of a particular date,

            (a) all amounts which would be included under capital on a balance
      sheet of such Person at such date, determined in accordance with GAAP,
      less

            (b) (i) amounts owing to such Person from Affiliates, or from
      officers, employees, partners, members, directors, shareholders or other
      Persons similarly affiliated with such Person or its respective
      Affiliates, (ii) intangible assets, and (iii) the value of REO Property
      and Foreclosed Loans.

      "Termination Date" shall mean the date which is 364 days from the date
      hereof which shall be May 14, 2004 or such earlier date on which this
      Agreement shall terminate in accordance with the provisions hereof or by
      operation of law, as may be extended pursuant to Section 3(o).

      "Termination Fee" shall mean a fee payable by Seller to Buyer in
      accordance with Section 20 hereof equal to 0.10% per annum on the Maximum
      Committed Amount for the period commencing on the date of such termination
      through and including May 14, 2004.

      "Test Period" shall have the meaning specified in Section 11(m).

      "Total Indebtedness" shall mean with respect to any Person, for any
      period, the aggregate Indebtedness of such Person during such period less
      the amount of any nonspecific balance sheet reserves maintained in
      accordance with GAAP.

      "Transaction" has the meaning specified in Section 1.

      "Transaction Request" means a request from Seller to Buyer, in the form
      attached as Exhibit I hereto, to enter into a Transaction, which may be
      delivered via Electronic Transmission.

      "True Sale Certification" shall mean a true sale certification in the form
      of Exhibit VI attached hereto.

      "Trust Receipt" shall mean a trust receipt issued by Custodian to Buyer
      confirming Custodian's possession of certain Mortgage Files which are held
      by Custodian for the benefit of Buyer or the registered holder of such
      trust receipt.

      "UBS Warburg Facility" means the Mortgage Loan Purchase Agreement, dated
      February 26, 1999, between UBS Warburg Real Estate Securities Inc. as
      successor to Paine Webber Real Estate Securities Inc. and American Home
      Mortgage, the Mortgage Loan

                                      -21-
<PAGE>

      Repurchase Agreement, dated February 26, 1999, between UBS Warburg Real
      Estate Securities Inc. and American Home Mortgage, as amended, the
      Mortgage Loan Custodial Agreement, dated February 26, 1999, between UBS
      Warburg Real Estate Securities Inc. and American Home Mortgage, each as
      may be amended from time to time, and all other documents or agreements
      executed in connection therewith, or replacement facilities with
      substantially similar terms (including, but not limited to, amounts and
      rates) with financial institutions approved by Buyer.

      "Uncommitted Transaction" as defined in the recitals hereto.

      "Underlying Mortgaged Property" shall mean with respect to each Co-op
      Loan, the underlying real property owned by the related residential
      cooperative housing corporation.

      "Underwriting Guidelines" shall mean (i) with respect to each Mortgage
      Loan other than a Conforming Mortgage Loan or a Jumbo Mortgage Loan, the
      underwriting guidelines delivered by Seller to Buyer on or prior to the
      Effective Date and as may be modified or supplemented from time to time
      thereafter as approved by Buyer in its sole discretion attached hereto as
      Exhibit II and (ii) with respect to each Conforming Mortgage Loan and
      Jumbo Mortgage Loan, the guidelines set forth in the applicable guide
      published by Fannie Mae, Freddie Mac, the FHA or the VA setting forth the
      requirements each Mortgage Loan needs to satisfy in order to be eligible
      for purchase or insurance by Fannie Mae, Freddie Mac, the FHA or the VA,
      as applicable, or any other set of criteria established by Fannie Mae,
      Freddie Mac, the FHA or the VA, as applicable, that a Mortgage Loan must
      satisfy in order to be eligible for purchase or insurance by Fannie Mae,
      Freddie Mac, the FHA or the VA, as applicable, in each case, except with
      respect to the outstanding principal balance of a Jumbo Mortgage Loan.

      "Uniform Commercial Code" or "UCC" shall mean the Uniform Commercial Code
      as in effect on the date hereof in the State of New York; provided that if
      by reason of mandatory provisions of law, the perfection or the effect of
      perfection or non-perfection of the security interest in any Purchased
      Items is governed by the Uniform Commercial Code as in effect in a
      jurisdiction other than New York, "Uniform Commercial Code" shall mean the
      Uniform Commercial Code as in effect in such other jurisdiction for
      purposes of the provisions hereof relating to such perfection or effect of
      perfection or non-perfection.

      "VA" shall mean the Veterans Administration, an agency of the United
      States of America, or any successor thereto including the Administrator of
      Veterans Affairs.

      "Wet-Ink Mortgage Loan" shall mean an Eligible Asset which is sold to
      Buyer simultaneously with or one day prior to the origination thereof by
      Seller, which origination is in accordance with the Underwriting
      Guidelines and is funded in part or in whole with proceeds of the sale of
      the Eligible Asset to Buyer advanced directly to a Settlement Agent or
      with respect to a Check Funded Loan, pursuant to the Custodial and
      Disbursement Agreement and Check Disbursement Agreement or Official Check
      Disbursement Agreement, as applicable.


                                      -22-
<PAGE>

      "Wet-Ink Sub-Limit" shall mean with respect to (i) all Committed
      Transactions on any of the first five (5) Business Days and the last three
      (3) Business Days of each calendar month $100,000,000 and at all other
      times, $80,000,000 and (ii) Uncommitted Transactions on any of the first
      five (5) Business Days and the last three (3) Business Days of each
      calendar month $175,000,000 and at all other times $150,000,000.

3.    INITIATION; TERMINATION

(a)   Conditions Precedent to Effective Date. It is a condition precedent to the
      Effective Date hereof, and Buyer's obligations hereunder are subject to
      the satisfaction of the condition precedent that Buyer shall have received
      from Seller any fees and expenses payable hereunder, and all of the
      following documents, each of which shall be satisfactory in form and
      substance to Buyer and its counsel:

      (1)   The following Repurchase Documents delivered to Buyer:

                        (A) Master Repurchase Agreement. This Amended and
                  Restated Master Repurchase Agreement duly completed and
                  executed by the parties thereto. In addition, Seller shall
                  have taken such other action as Buyer shall have requested in
                  order to perfect the security interests created pursuant to
                  this Agreement, including filing of UCC financing statements
                  in form and substance satisfactory to Buyer;

                        (B) Custodial and Disbursement Agreement. The Amended
                  and Restated Custodial and Disbursement Agreement, duly
                  executed and delivered by each party thereto. In addition,
                  Seller shall have taken such other action as Buyer shall have
                  requested in order to transfer the Purchased Assets pursuant
                  to this Agreement;

                        (C) Consents and Waivers. Any and all consents and
                  waivers required under the Existing Financing Facilities; and

                        (D) UCC Financing Statements. UCC Financing Statements
                  naming Seller as Debtor and Buyer as Secured Party and
                  describing the Purchased Items.

      (2)   Opinions of Counsel. An opinion or opinions of outside counsel to
            Seller, substantially in the form of Exhibit III;

      (3)   Organizational Documents. A good standing certificate and certified
            copies of the charter and by-laws (or equivalent documents) of
            Seller and of all corporate or other authority for Seller with
            respect to the execution, delivery and performance of the Repurchase
            Documents and each other document to be delivered by Seller from
            time to time in connection herewith (and Buyer may conclusively rely
            on such certificate until it receives notice in writing from Seller
            or Guarantor, as applicable to the contrary);



                                      -23-
<PAGE>

      (4)   Underwriting Guidelines. A copy of Seller's current Underwriting
            Guidelines, and any material changes to the Underwriting Guidelines
            made since the Underwriting Guidelines were last delivered to Buyer;

      (5)   Other Documents. Such other documents as Buyer may reasonably
            request, in form and substance reasonably acceptable to Buyer; and

      (6)   Commitment Fee. Seller shall have paid to Buyer the Commitment Fee.

(b)   Conditions Precedent to all Transactions. Buyer's obligation to enter into
      each Committed Transaction (including the initial Transaction) and, in the
      event Buyer chooses, in its sole discretion, to enter into an Uncommitted
      Transaction pursuant to Section 3(c) below, Buyer's obligation to enter
      into each Uncommitted Transaction, is subject to the satisfaction of the
      following further conditions precedent, both immediately prior to entering
      into such Transaction and also after giving effect to the consummation
      thereof and the intended use of the proceeds of the sale:

      (1)   Seller shall have delivered a Transaction Request via Electronic
            Transmission in accordance with the procedures set forth in Section
            3(c).

      (2)   no Default or Event of Default shall have occurred and be continuing
            under the Repurchase Documents;

      (3)   after giving effect to the requested Transaction, the aggregate
            outstanding Purchase Price of the Transactions outstanding shall not
            exceed the Maximum Amount;

      (4)   both immediately prior to the requested Transaction and also after
            giving effect thereto and to the intended use thereof, the
            representations and warranties made by Seller in Section 10, shall
            be true, correct and complete on and as of such Purchase Date in all
            material respects with the same force and effect as if made on and
            as of such date (or, if any such representation or warranty is
            expressly stated to have been made as of a specific date, as of such
            specific date);

      (5)   after giving effect to the requested Transaction, the aggregate
            outstanding Purchase Price of the Transactions outstanding shall not
            exceed the Asset Value of all the Purchased Assets subject to
            outstanding Transactions;

      (6)   subject to Buyer's right to perform one or more Due Diligence
            Reviews pursuant to Section 26, Buyer shall have completed its due
            diligence review of the Mortgage File for each Purchased Asset, and
            such other documents, records, agreements, instruments, mortgaged
            properties or information relating to such Purchased Asset as Buyer
            in its sole discretion deems appropriate to review and such review
            shall be satisfactory to Buyer in its sole discretion;

      (7)   with respect to any Eligible Asset to be purchased hereunder on the
            related Purchase Date which is not serviced by the Seller, Seller
            shall have provided to Buyer a copy of the related Servicing
            Agreement, certified as a true, correct and


                                      -24-
<PAGE>

            complete copy of the original, together with a Servicer Notice,
            fully executed by Seller and the Servicer;

      (8)   Buyer shall have received all fees and expenses of counsel to Buyer
            as contemplated by Section 14(b) and, to the extent Seller is
            required hereunder to reimburse Buyer for such amounts, Buyer shall
            have received the reasonable costs and expenses incurred by it in
            connection with the entering into of any Transaction hereunder,
            including, without limitation, costs associated with due diligence
            recording or other administrative expenses necessary or incidental
            to the execution of any Transaction hereunder, which amounts, at
            Buyer's option, may be withheld from the sale proceeds of any
            Transaction hereunder;

      (9)   Buyer shall have approved, in its sole discretion, all exceptions to
            the Underwriting Guidelines;

      (10)  none of the following shall have occurred and/or be continuing:

                        (A) an event or events shall have occurred in the good
                  faith determination of Buyer resulting in the effective
                  absence of a "repo market" or comparable "lending market" for
                  financing debt obligations secured by mortgage loans or
                  securities or an event or events shall have occurred resulting
                  in Buyer not being able to finance Purchased Assets through
                  the "repo market" or "lending market" with traditional
                  counterparties at rates which would have been reasonable prior
                  to the occurrence of such event or events; or

                        (B) an event or events shall have occurred resulting in
                  the effective absence of a "securities market" for securities
                  backed by mortgage loans or an event or events shall have
                  occurred resulting in Buyer not being able to sell securities
                  backed by mortgage loans at prices which would have been
                  reasonable prior to such event or events; or

                        (C) there shall have occurred a material adverse change
                  in the financial condition of Buyer which affects (or can
                  reasonably be expected to affect) materially and adversely the
                  ability of Buyer to fund its obligations under this Agreement;

      (11)  with respect to each Eligible Asset that is not a Wet-Ink Mortgage
            Loan, Buyer shall have received from Custodian on each Purchase Date
            an Asset Schedule and Exception Report, dated the Purchase Date,
            duly completed and with exceptions acceptable to Buyer in its sole
            discretion in respect of Eligible Assets to be purchased hereunder
            on such Business Day;

      (12)  Buyer shall have received from Seller a Warehouse Lender's Release
            Letter substantially in the form attached to the Custodial and
            Disbursement Agreement (or such other form acceptable to Buyer) or a
            Seller's Release Letter substantially in the form attached to the
            Custodial and Disbursement Agreement (or such other form acceptable
            to Buyer) covering each Eligible Asset to be sold to Buyer;


                                      -25-
<PAGE>

      (13)  prior to the purchase of any Mortgage Loan acquired (by purchase or
            otherwise) by Seller from any third party, including without
            limitation, any Affiliate of Seller, Buyer shall have received a
            True Sale Certification;

      (14)  Buyer shall not have determined that the introduction of, or a
            change in, any Requirement of Law or in the interpretation or
            administration of any Requirement of Law applicable to Buyer has
            made it unlawful, and no Governmental Authority shall have asserted
            that it is unlawful, for Buyer to enter into Transactions;

      (15)  the Repurchase Date for such Transaction is not later than the
            Termination Date;

      (16)  after giving effect to the requested Committed Transaction, the
            aggregate amount of outstanding Committed Transactions shall not
            have Purchase Prices in excess of the Maximum Committed Amount;

      (17)  after giving effect to the requested Uncommitted Transaction, the
            aggregate amount of outstanding Uncommitted Transactions shall not
            have Purchase Prices in excess of the Maximum Uncommitted Amount;

      (18)  to the extent there are any MERS Designated Mortgage Loans, Buyer
            shall have received from Seller a copy of a fully executed
            Electronic Tracking Agreement; and

      (19)  Buyer shall have received from Seller, with respect to MERS
            Designated Mortgage Loans, a MERS Report reflecting Seller as
            Investor and no Person named in the Interim Funder field for each
            such MERS Designated Mortgage Loan.

      Each Transaction Request delivered by Seller hereunder shall constitute a
      certification by Seller that all the conditions set forth in this Section
      3(b) have been satisfied (both as of the date of such notice or request
      and as of the date of such purchase) and shall be deemed to be a request
      for a Committed Transaction; provided that after giving effect to the
      requested Committed Transaction, the aggregate amount of outstanding
      Committed Transactions shall not have Purchase Prices in excess of the
      Maximum Committed Amount, in which case such request shall be deemed a
      request for an Uncommitted Transaction.

(c)   This Agreement is not a commitment by Buyer to enter into Uncommitted
      Transactions with Seller but rather sets forth the procedures to be used
      in connection with periodic requests for Buyer to enter into Uncommitted
      Transactions with Seller. Seller hereby acknowledges that Buyer is under
      no obligation to agree to enter into, or to enter into, any Uncommitted
      Transaction pursuant to this Agreement. Seller shall request a Transaction
      by delivering to Custodian, Disbursement Agent and Buyer via Electronic
      Transmission a request in the form of Exhibit I attached hereto (a
      "Transaction Request") in accordance with the timeframe set forth in
      Section 3(a) of the Custodial and Disbursement Agreement. Such Transaction
      Request shall describe the Purchased Assets in a Seller Asset Schedule and
      set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the
      Repurchase Date, (iv) the Pricing Rate applicable to the Transaction, (v)
      the applicable


                                      -26-
<PAGE>

      Purchase Percentages, (vi) the applicable Class or Classes for each
      Mortgage Loan for which Seller is requesting the Transaction and (vii)
      additional terms or conditions not inconsistent with this Agreement.

      With respect to any request for an Uncommitted Transaction, unless
      otherwise agreed in writing, upon receipt of the Transaction Request,
      Buyer may, in its sole discretion, agree to enter into that portion of the
      requested Transaction representing a request for an Uncommitted
      Transaction, and such agreement shall be evidenced by a Confirmation to be
      delivered to Seller on the Purchase Date as described below.

      On each Purchase Date, Buyer shall forward to Seller a confirmation (a
      "Confirmation") by Electronic Transmission setting forth with respect to
      each Transaction funded on such date, (1) the mortgage loan number, (2)
      the Purchase Price for such Purchased Assets, (3) the Market Value of the
      related Mortgage Loans as of the date of such Confirmation, (4) the
      outstanding principal amount of the related Mortgage Loans, (5) the
      Repurchase Date, (6) the Pricing Rate and (7) the Class designations of
      such Purchased Assets. Buyer shall forward to Seller a revised
      Confirmation by Electronic Transmission notifying Seller as to any changes
      made by Buyer in the Pricing Spread, Purchase Percentage or Reduction
      Amount pursuant to the terms hereof.

      On each date that all the documents set forth in Section 2(a)(i) of the
      Custodial and Disbursement Agreement are received by the Custodian with
      respect to any Wet-Ink Mortgage Loan, and Custodian delivers to Buyer a
      Trust Receipt attaching an Asset Schedule and Exception Report with
      respect to such Eligible Assets, Buyer shall forward to Seller a new
      Confirmation by Electronic Transmission setting forth the following
      information, updated to reflect the revised Pricing Rate, and, if
      applicable, Market Value as a result of the conversion of such Mortgage
      Loan, (1) the mortgage loan number, (2) the Purchase Price for such
      Purchased Assets, (3) the Market Value of the related Mortgage Loans, (4)
      the outstanding principal amount of the related Mortgage Loans, (5) the
      Repurchase Date, (6) the Pricing Rate and (7) the Class designations of
      such Purchased Assets.

      In the event Seller disagrees with any terms of the Confirmation and
      Seller shall notify Buyer in writing of such disagreement within one (1)
      Business Day after receipt of such Confirmation unless a corrected
      Confirmation is sent by Buyer. An objection sent by Seller must state
      specifically that it is an objection, must specify the provision(s) being
      objected to by Seller, must set forth such provision(s) in the manner that
      Seller believes they should be stated, and must be received by Buyer no
      more than one (1) Business Day after the Confirmation was received by
      Seller.

(d)   Any Confirmation by Buyer shall be deemed to have been received by Seller
      on the date actually received by Seller.

(e)   Except as set forth in Section 3(c), each Confirmation, together with this
      Agreement, shall constitute conclusive evidence of the terms agreed
      between Buyer and Seller with respect to the Transaction to which the
      Confirmation relates, and Seller's acceptance of the related proceeds
      shall constitute Seller's agreement to the terms of such


                                      -27-
<PAGE>

      Confirmation. It is the intention of the parties that each Confirmation
      shall not be separate from this Agreement but shall be made a part of this
      Agreement.

(f)   On the Repurchase Date, termination of a Transaction will be effected by
      transfer to Seller or its designee of the Purchased Assets (and any Income
      in respect thereof received by Buyer not previously credited or
      transferred to, or applied to the obligations of, Seller pursuant to
      Section 5) which amount shall be netted against the simultaneous receipt
      of the Repurchase Price by Buyer. To the extent a net amount is owed to
      one party, the other party shall pay such amount to such party. Seller is
      obligated to obtain the Mortgage Files from Buyer or its designee
      (including Custodian) at Seller's expense on the Repurchase Date. Any
      payment made by Seller to repurchase Purchased Assets shall be first
      applied to repurchase Purchased Assets under Uncommitted Transactions
      until all outstanding Uncommitted Transactions have been terminated; it
      being understood that it is the intention of the parties hereto that at no
      time shall there be any outstanding Uncommitted Transactions when the
      aggregate amount of the Purchase Price with respect to all outstanding
      Committed Transactions is less than the Maximum Committed Amount.

(g)   Subject to the terms and conditions of this Agreement, during the term of
      this Agreement Seller may sell to Buyer, repurchase from Buyer Eligible
      Assets hereunder and resell to Buyer Repurchased Mortgage Loans that are
      Eligible Assets hereunder.

(h)   In no event shall a Transaction be entered into when any Default or Event
      of Default has occurred and is continuing or when the Repurchase Date for
      such Transaction would be later than the Termination Date.

(i)   With respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan,
      Seller shall deliver to Custodian the Mortgage File pertaining to each
      Eligible Asset to be purchased by Buyer no later than the time set forth
      in the Custodial and Disbursement Agreement.

(j)   With respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan,
      pursuant to the Custodial and Disbursement Agreement, Custodian shall
      deliver to Buyer and Seller an Asset Schedule and Exception Report with
      respect to the Eligible Assets which Seller has requested Buyer purchase
      on such Purchase Date, and no later than 5 p.m., New York City time, on
      each Purchase Date, Custodian shall deliver to Buyer a Trust Receipt in
      respect of all such Eligible Assets purchased by Buyer on such Purchase
      Date. Subject to the provisions of this Section 3 and Section 11 of the
      Custodial and Disbursement Agreement, the Purchase Price for each Eligible
      Asset that is not a Wet-Ink Mortgage Loan will be made available to Seller
      by Disbursement Agent transferring, the aggregate amount of such Purchase
      Price in accordance with the Custodial and Disbursement Agreement.

(k)   With respect to each Eligible Asset that is a Wet-Ink Mortgage Loan,
      Seller shall cause the Settlement Agent to send the Custodian a facsimile
      of the associated Escrow Instruction Letter on each Purchase Date. Subject
      to the provisions of this Section 3 and Section 11 of the Custodial and
      Disbursement Agreement, the Purchase Price for each Eligible Asset which
      is a Wet-Ink Mortgage Loan will then be made available to Seller


                                      -28-
<PAGE>

      by Disbursement Agent transferring the aggregate amount of such Purchase
      Price in accordance with the Custodial and Disbursement Agreement. Seller
      shall deliver the Mortgage File related thereto and the original Escrow
      Instruction Letter to Custodian, for receipt by Custodian no later than
      ten (10) Business Days following the Purchase Date

(l)   Seller may repurchase Purchased Assets without penalty or premium, but
      subject to the last sentence of this Section 3(l), on any date. The
      Repurchase Price payable for the repurchase of any such Purchased Asset
      shall be reduced as provided in Section 5(d). If Seller intends to make
      such a repurchase, Seller shall give one (1) Business Day's prior written
      notice thereof to Buyer, designating the Purchased Assets to be
      repurchased. If such notice is given, the amount specified in such notice
      shall be due and payable on the date specified therein, and, on receipt,
      such amount shall be applied to the Repurchase Price for the designated
      Purchased Assets. The amount of the original Purchase Price of the
      Purchased Assets thus repurchased shall be available for subsequent
      Transactions subject to the terms of this Agreement. If any Purchased
      Asset is repurchased on any date other than the Repurchase Date for such
      Transaction, Seller shall pay to Buyer any amount determined by Buyer, in
      its sole discretion, as necessary to compensate Buyer for any additional
      losses, costs or expenses which it may reasonably incur as a result of
      such repurchase, including, without limitation, any loss, cost or expense
      incurred by reason of the liquidation or reemployment of deposits or other
      funds acquired by Buyer to fund or maintain such Transaction.

(m)   Seller agrees to pay to Buyer on the first Business Day following the 6
      month anniversary of the Effective Date and every 6 month anniversary
      thereafter, a non-use fee (the "Non-Use Fee"), equal to 10 basis points
      (0.10%) per annum on the average daily amount of the unutilized portion of
      the Maximum Committed Amount during the immediately ended 6-month period
      for which such payment is made, if the average daily amount of unutilized
      portion of the Maximum Committed Amount is in excess of 50% of the Maximum
      Committed Amount, such payment to be made in Dollars, in immediately
      available funds, without deduction, set-off or counterclaim, to Buyer at
      the account set forth in Section 8(a) hereof.

(n)   On any day on which the Margin Base exceeds the aggregate outstanding
      Purchase Price of all Transactions, so long as no Default or Event of
      Default has occurred and is continuing:

      (1)   Seller may prepare a Request for Additional Transactions for Excess
            Margin in the form of Exhibit VIII attached hereto ("Request for
            Additional Transactions for Excess Margin"), (A) specifying (i) the
            increase in Purchase Price for all outstanding Transactions and the
            requested Purchase Date, (ii) the Excess Margin with respect to all
            outstanding Transactions before giving effect to the requested
            Transaction, (iii) the remaining Excess Margin after giving effect
            to the requested Transaction, and (iv) the aggregate outstanding
            Purchase Price of the Transactions after giving effect to the
            requested Transaction, and (B) including a certification that, upon
            the consummation of the additional Transactions, the Margin Base
            will be equal to or greater than the aggregate outstanding Purchase
            Price of all Transactions, and the excess of the Margin Base over
            the aggregate outstanding


                                      -29-
<PAGE>

            Purchase Price, after giving effect to the Transaction, shall be the
            "Excess Margin".

      (2)   Seller shall transmit via Electronic Transmission the Request for
            Additional Transactions for Excess Margin to Disbursement Agent and
            Buyer prior to 12:00 noon, New York City time, on the requested
            Purchase Date. Upon confirming that the Request for Additional
            Transactions for Excess Margin correctly reflects the information
            set forth in Section 3(n)(1) and that, after giving effect to the
            requested Transaction, the amount of the Margin Base would be equal
            to or greater than the aggregate outstanding Purchase Prices of all
            Transactions, Buyer shall cause Disbursement Agent to remit the
            additional Purchase Price in the amount set forth in such Request
            for Additional Transactions for Excess Margin and send a revised
            Confirmation with respect to such Purchased Assets. In the event
            that Buyer's assessment of the Margin Base would alter the
            information set forth in any Request for Additional Transactions for
            Excess Margin, Buyer shall promptly notify Seller in writing of such
            assessment.

      (3)   Buyer shall not be obligated to remit or cause Disbursement Agent to
            remit the additional Purchase Price requested pursuant to a Request
            for Additional Transactions for Excess Margin which (i) Buyer
            reasonably determines is based on erroneous information or would
            result in a Transaction other than in accordance with the terms of
            this Agreement, or (ii) does not reflect Buyer's current
            determination of Market Value as provided in the definition thereof.

(o)   At the request of Seller made at least 90 days, but in no event earlier
      than 360 days, prior to the then current Termination Date, Buyer may in
      its sole discretion extend the Termination Date for a period of 364
      additional days or such other period to be determined by Buyer in its sole
      discretion by giving written notice of such extension to Seller no later
      than sixty (60) days after Buyer's receipt of Seller's request. Any
      failure by Buyer to deliver such notice of extension shall be deemed to be
      Buyer's determination not to extend the then current Termination Date.

4.    MARGIN AMOUNT MAINTENANCE

(a)   If at any time the Margin Base is less than the aggregate Purchase Price
      for all outstanding Transactions (a "Margin Deficit"), then Buyer may by
      notice to Seller (as such notice is more particularly set forth below, a
      "Margin Deficit Notice") require Seller to transfer to Buyer or its
      designee (including Custodian) cash to be applied to reduce the Purchase
      Price with respect to all outstanding Transactions such that the aggregate
      Asset Value of the Purchased Assets will thereupon equal or exceed the
      aggregate Purchase Price for all outstanding Transactions. If Buyer
      delivers a Margin Deficit Notice to Seller on or prior to 10 a.m., New
      York City time, on any Business Day, then Seller shall transfer such cash
      to Buyer no later than 5 p.m. New York City time, on such Business Day. In
      the event Buyer delivers a Margin Deficit Notice to Seller after 10 a.m.,
      New York City time, on any Business Day, Seller shall be required to
      transfer such cash no later than 5 p.m., New York City time, on the
      subsequent Business Day. All cash


                                      -30-
<PAGE>

      transferred to Buyer pursuant to this Section 4(a) shall be deposited in
      the account set forth in Section 8(a) hereof and shall be deemed to reduce
      the aggregate Purchase Price with respect to all outstanding Transactions.

(b)   Buyer's election, in its sole and absolute discretion, not to deliver a
      Margin Deficit Notice at any time there is a Margin Deficit shall not in
      any way limit or impair its right to deliver a Margin Deficit Notice at
      any time a Margin Deficit exists.

5.    INCOME PAYMENTS

(a)   Where a particular Transaction's term extends over an Income payment date
      on the Purchased Assets subject to that Transaction such Income shall be
      the property of Buyer. Buyer agrees that until a Default or an Event of
      Default has occurred and Buyer otherwise directs as contemplated in each
      Servicer Notice, each Servicer that is not Seller shall be permitted to
      continue to remit Income in accordance with the respective Servicing
      Agreement. In the event that Seller is the Servicer of any Mortgage Loans,
      Buyer agrees that until a Default or an Event of Default has occurred,
      Seller shall be permitted to continue to remit or retain Income with
      respect to such Mortgage Loans in accordance with its current existing
      business practice. Upon notice of a Default or an Event of Default to
      Seller hereunder or to Servicer pursuant to a Servicer Notice, Seller
      shall, and pursuant to the Servicer Notice, Servicer shall be required to,
      deposit promptly all Income in a deposit account (the title of which shall
      indicate that the funds therein are being held in trust for Buyer) (the
      "Collection Account") with the Bank and which is subject to the Account
      Agreement. All funds in the Collection Account may be withdrawn by Buyer
      and applied as determined by Buyer. Seller may not give any instruction
      with respect to the Collection Account after a Default or an Event of
      Default.

(b)   Notwithstanding that Buyer and Seller intend that the Transactions
      hereunder be sales to Buyer of the Purchased Assets, Seller shall pay to
      Buyer the accreted value of the Price Differential (less any amount of
      such Price Differential previously paid by Seller to Buyer) of each
      Transaction through but not including the Payment Calculation Date (each
      such payment, a "Periodic Advance Repurchase Payment") on each Payment
      Date. Buyer shall deliver to Seller, via Electronic Transmission, notice
      of the required Periodic Advance Repurchase Payment on or prior to the
      second Business Day preceding each Payment Date. If Seller fails to make
      all or part of the Periodic Advance Repurchase Payment by 5:00 p.m., New
      York City time, on the Payment Date, Seller shall be obligated to pay to
      Buyer (in addition to, and together with, the Periodic Advance Repurchase
      Payment) interest on the unpaid amount of the Periodic Advance Repurchase
      Payment at a rate per annum equal to the Post-Default Rate (the "Late
      Payment Fee") until the overdue Periodic Advance Repurchase Payment is
      received in full by Buyer.

(c)   Seller shall hold or cause to be held for the benefit of, and in trust
      for, Buyer all income, including without limitation all Income received by
      or on behalf of Seller with respect to such Purchased Assets. All such
      Income shall be held in trust for Buyer, shall constitute the property of
      Buyer and shall not be commingled with other property of Seller, any
      affiliate of Seller or the applicable Servicer except as expressly
      permitted above in this


                                      -31-
<PAGE>

      Section 5. Funds deposited in the Collection Account during any month
      shall be held therein, in trust for Buyer.

(d)   Buyer shall offset against the Repurchase Price of each such Transaction
      all Income and Periodic Advance Repurchase Payments actually received by
      Buyer for such Transaction pursuant to Sections 5(a) and 5(b) as of the
      applicable Repurchase Date, respectively, excluding any Late Payment Fees
      paid pursuant to Section 5(b); it being understood that the Late Payment
      Fees are properties of Buyer that are not subject to offset against the
      Repurchase Price.

6.    REQUIREMENTS OF LAW

(a)   If any Requirement of Law (other than with respect to any amendment made
      to Buyer's certificate of incorporation and by-laws or other
      organizational or governing documents) or any change in the interpretation
      or application thereof or compliance by Buyer with any request or
      directive (whether or not having the force of law) from any central bank
      or other Governmental Authority made subsequent to the date hereof:

      (1)   shall subject Buyer to any tax of any kind whatsoever with respect
            to this Agreement or any Transaction (excluding net income taxes) or
            change the basis of taxation of payments to Buyer in respect
            thereof;

      (2)   shall impose, modify or hold applicable any reserve, special
            deposit, compulsory loan or similar requirement against assets held
            by, deposits or other liabilities in or for the account of,
            advances, or other extensions of credit by, or any other acquisition
            of funds by, any office of Buyer which is not otherwise included in
            the determination of the Eurodollar Rate hereunder;

      (3)   shall impose on Buyer any other condition;

            and the result of any of the foregoing is to increase the cost to
            Buyer, by an amount which Buyer deems to be material, of entering,
            continuing or maintaining any Transaction or to reduce any amount
            due or owing hereunder in respect thereof, then, in any such case,
            Seller shall promptly pay Buyer such additional amount or amounts as
            calculated by Buyer in good faith as will compensate Buyer for such
            increased cost or reduced amount receivable.

(b)   If Buyer shall have determined that the adoption of or any change in any
      Requirement of Law (other than with respect to any amendment made to
      Buyer's certificate of incorporation and by-laws or other organizational
      or governing documents) regarding capital adequacy or in the
      interpretation or application thereof or compliance by Buyer or any
      corporation controlling Buyer with any request or directive regarding
      capital adequacy (whether or not having the force of law) from any
      Governmental Authority made subsequent to the date hereof shall have the
      effect of reducing the rate of return on Buyer's or such corporation's
      capital as a consequence of its obligations hereunder to a level below
      that which Buyer or such corporation could have achieved but for such
      adoption, change or compliance (taking into consideration Buyer's or such
      corporation's policies with respect to capital adequacy) by an amount
      deemed by Buyer to be material,


                                      -32-
<PAGE>

      then from time to time, Seller shall promptly pay to Buyer such additional
      amount or amounts as will compensate Buyer for such reduction.

(c)   Any payments made by Seller to Buyer shall be free and clear of, and
      without deduction or withholding for, any taxes; provided, however, that
      if Seller shall be required by law to deduct or withhold any taxes from
      any sums payable to Buyer, then Seller shall (A) make such deductions or
      withholdings and pay such amounts to the relevant authority in accordance
      with applicable law, (B) pay to Buyer the sum that would have been payable
      had such deduction or withholding not been made, and (C) at the time the
      Price Differential is paid, pay to Buyer all additional amounts as
      specified by Buyer to preserve the after-tax yield Buyer would have been
      received had such tax not been imposed.

(d)   If Buyer becomes entitled to claim any additional amounts pursuant to this
      Section, it shall promptly notify Seller of the event by reason of which
      it has become so entitled. A certificate as to any additional amounts
      payable pursuant to this Section 6(d) submitted by Buyer to Seller shall
      be conclusive in the absence of manifest error.

7.    SECURITY INTEREST

(a)   Each of the following items or types of property, whether now owned or
      hereafter acquired, now existing or hereafter created and wherever
      located, is hereinafter referred to as the "Purchased Items": all Mortgage
      Loans, all rights under each Purchase Agreement (but not the obligations
      thereunder), all Interest Rate Protection Agreements, all Mortgage Files,
      including without limitation all promissory notes, all Servicing Records
      relating to the Mortgage Loans, all Servicing Agreements relating to the
      Mortgage Loans and any other collateral pledged hereunder or otherwise
      relating to such Mortgage Loans, together with all files, documents,
      instruments, surveys, certificates, correspondence, appraisals, computer
      programs, computer storage media, accounting records and other books and
      records relating thereto, all mortgage guaranties and insurance (issued by
      governmental agencies or otherwise) and any mortgage insurance certificate
      or other document evidencing such mortgage guaranties or insurance
      relating to any Mortgage Loan, all servicing fees to which such Seller is
      entitled and servicing and other rights relating to the Mortgage Loans,
      all Servicer Accounts established pursuant to any Servicing Agreement and
      all amounts on deposit therein, from time to time, all Purchase Agreements
      or other agreements or contracts relating to, constituting, or otherwise
      governing, any or all of the foregoing to the extent they relate to the
      Purchased Assets including the right to receive principal and interest
      payments with respect to the Purchased Assets and the right to enforce
      such payments, the Collection Account and all monies from time to time on
      deposit in the Collection Account, the DDA Account and all monies from
      time to time on deposit in the DDA Account, the Check Disbursement Account
      and all monies from time to time on deposit in the Check Disbursement
      Account, all "general intangibles", "accounts", "chattel paper", "deposit
      accounts" and "investment property" as defined in the Uniform Commercial
      Code as in effect from time to time relating to or constituting any and
      all of the foregoing, and any and all replacements, substitutions,
      distributions on or proceeds of any and all of the foregoing.


                                      -33-
<PAGE>

(b)   Buyer and Seller intend that the Transactions hereunder be sales to Buyer
      of the Purchased Assets and not loans from Buyer to Seller secured by the
      Purchased Assets. However, in order to preserve Buyer's rights under this
      Agreement in the event that a court or other forum recharacterizes the
      Transactions hereunder as loans and as security for the performance by
      Seller of all of Seller's obligations to Buyer hereunder and the
      Transactions entered into hereunder ("Repurchase Obligations") and the
      Seller-Related Obligations, Seller hereby assigns, pledges and grants a
      security interest in all of its right, title and interest in, to and under
      the Purchased Items and the Purchased Assets to Buyer to secure the
      Repurchase Obligations and the Seller-Related Obligations, including
      without limitation the repayment of all amounts owing to Buyer hereunder.
      The assignment, pledge and grant of security interest contained herein
      shall be, and Seller hereby represents and warrants to Buyer that it is, a
      first priority perfected security interest. Seller agrees to mark its
      computer records and tapes to evidence the interests granted to Buyer
      hereunder. All Purchased Items shall secure the payment of all obligations
      of Seller now or hereafter existing under this Agreement, including,
      without limitation, Seller's obligation to repurchase Purchased Assets, or
      if such obligation is so recharacterized as a loan, to repay such loan,
      for the Repurchase Price and to pay any and all other amounts owing to
      Buyer hereunder.

(c)   Pursuant to the Custodial and Disbursement Agreement, Custodian shall hold
      the Mortgage Files as exclusive bailee and agent for Buyer pursuant to the
      terms of the Custodial and Disbursement Agreement and shall deliver to
      Buyer Trust Receipts each to the effect that Custodian has reviewed such
      Mortgage Files in the manner and to the extent required by the Custodial
      and Disbursement Agreement and identifying any deficiencies in such
      Mortgage Files as so reviewed.

8.    PAYMENT, TRANSFER AND CUSTODY

(a)   Unless otherwise mutually agreed in writing, all transfers of funds to be
      made by Seller hereunder shall be made in Dollars, in immediately
      available funds, without deduction, set-off or counterclaim, to Buyer at
      the following account maintained by Buyer; Account No. GLA 111569, account
      name SER, Bank of New York, ABA No. 021000018, Attn: Eric Seyffer, not
      later than 3 p.m., New York City time, on the date on which such payment
      shall become due (and each such payment made after such time shall be
      deemed to have been made on the next succeeding Business Day). Seller
      acknowledges that it has no rights of withdrawal from the foregoing
      account.

(b)   On the Purchase Date for each Transaction, ownership of the Purchased
      Assets shall be transferred to Buyer or its designee (including Custodian)
      against the simultaneous transfer of the Purchase Price as set forth in
      Section 11 of the Custodial and Disbursement Agreement not later than 6
      p.m., New York City time, simultaneously with the delivery to Custodian of
      the Purchased Assets relating to each Transaction. Seller hereby sells,
      transfers, conveys and assigns to Buyer or its designee (including
      Custodian) without recourse, but subject to the terms of this Agreement,
      all the right, title and interest of Seller in and to the Purchased Assets
      together with all right, title and interest in and to the proceeds of any
      related Purchased Items.


                                      -34-
<PAGE>

(c)   In connection with such sale, transfer, conveyance and assignment, on or
      prior to each Purchase Date, Seller shall deliver or cause to be delivered
      and released to Buyer or its designee (including Custodian) (i) the
      Custodial Identification Certificate and (ii) the documents identified in
      the Custodial and Disbursement Agreement.

(d)   Any Mortgage Files not delivered to Buyer or its designee (including
      Custodian) are and shall be held in trust by Seller or its designee for
      the benefit of Buyer as the owner thereof. Seller or its designee shall
      maintain a copy of the Mortgage File and the originals of the Mortgage
      File not delivered to Buyer or its designee (including Custodian). The
      possession of the Mortgage File by Seller or its designee is at the will
      of Buyer for the sole purpose of servicing the related Purchased Asset,
      and such retention and possession by Seller or its designee is in a
      custodial capacity only. Each Mortgage File retained or held by Seller or
      its designee shall be segregated on Seller's books and records from the
      other assets of Seller or its designee and the books and records of Seller
      or its designee shall be marked appropriately to reflect clearly the sale
      of the related Purchased Asset to Buyer. Seller or its designee shall
      release its custody of the Mortgage File only in accordance with written
      instructions from Buyer, unless such release is required as incidental to
      the servicing of the Purchased Assets or is in connection with a
      repurchase of any Purchased Asset by Seller.

9.    HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS

      Title to all Purchased Assets and Purchased Items shall pass to Buyer and
      Buyer shall have free and unrestricted use of all Purchased Assets and
      Purchased Items. Nothing in this Agreement shall preclude Buyer from
      engaging in repurchase transactions with the Purchased Assets and
      Purchased Items or otherwise pledging, repledging, transferring,
      hypothecating, or rehypothecating the Purchased Assets and Purchased
      Items, all on terms that Buyer may determine in its sole discretion.
      Nothing contained in this Agreement shall obligate Buyer to segregate any
      Purchased Assets and Purchased Items delivered to Buyer by Seller.

10.   SELLER REPRESENTATIONS

      Seller represents and warrants to Buyer that as of the Purchase Date for
      the purchase of any Purchased Assets by Buyer from Seller and as of the
      date of this Agreement and any Transaction hereunder and at all times
      while the Repurchase Documents and any Transaction hereunder is in full
      force and effect:

(a)   Acting as Principal. Seller will engage in such Transactions as principal
      (or, if agreed in writing in advance of any Transaction by the other party
      hereto, as agent for a disclosed principal);

(b)   Solvency. Neither the Repurchase Documents nor any Transaction thereunder
      are entered into in contemplation of insolvency or with intent to hinder,
      delay or defraud any of Seller's creditors. The transfer of the Mortgage
      Loans subject hereto and the obligation to repurchase such Mortgage Loans
      is not undertaken with the intent to hinder, delay or defraud any of
      Seller's creditors. Seller is not insolvent within the meaning of


                                      -35-
<PAGE>

      11 U.S.C. Section 101(32) or any successor provision thereof and the
      transfer and sale of the Mortgage Loans pursuant hereto and the obligation
      to repurchase such Mortgage Loan (i) will not cause Seller to become
      insolvent, (ii) will not result in Seller having unreasonably small
      capital, and (iii) will not result in debts that would be beyond Seller's
      ability to pay as the same mature. Seller received reasonably equivalent
      value in exchange for the transfer and sale of the Purchased Assets and
      Purchased Items subject hereto;

(c)   No Broker. Seller has not dealt with any broker, investment banker, agent,
      or other person, except for Buyer and Milestone Merchant Partners, who may
      be entitled to any commission or compensation in connection with the sale
      of Purchased Assets pursuant to this Agreement;

(d)   Ability to Perform. Seller does not believe, nor does it have any reason
      or cause to believe, that either it or Guarantor cannot perform each and
      every covenant contained in the Repurchase Documents applicable to such
      Person;

(e)   No Defaults. No Default or Event of Default has occurred and is continuing
      hereunder;

(f)   Legal Name; Existence; Organizational Identification Number. Seller's
      exact legal name is, and for the immediately preceding four months has
      been, American Home Mortgage Corp. Seller (i) is, and for the immediately
      preceding one year has been, a corporation duly organized, validly
      existing and in good standing under the laws of New York; (ii) has all
      requisite corporate or other power, and has all governmental licenses,
      authorizations, consents and approvals necessary to own its assets and
      carry on its business as now being or as proposed to be conducted, except
      where the lack of such licenses, authorizations, consents and approvals
      would not be reasonably likely to have a Material Adverse Effect; and
      (iii) is qualified to do business and is in good standing in all other
      jurisdictions in which the nature of the business conducted by it makes
      such qualification necessary, except where failure so to qualify could not
      be reasonably likely (either individually or in the aggregate) to have a
      Material Adverse Effect. The Seller is organized under the laws of the
      state of New York and no organizational identification number has been
      assigned by the state of New York. Guarantor (a) is, and for the
      immediately preceding one year has been, a corporation duly organized,
      validly existing and in good standing under the laws of Delaware; (b) has
      all requisite corporate or other power, and has all governmental licenses,
      authorizations, consents and approvals necessary to own its assets and
      carry on its business as now being or as proposed to be conducted, except
      where the lack of such licenses, authorizations, consents and approvals
      would not be reasonably likely to have a Material Adverse Effect; and (c)
      is qualified to do business and is in good standing in all other
      jurisdictions in which the nature of the business conducted by it makes
      such qualification necessary, except where failure so to qualify could not
      be reasonably likely (either individually or in the aggregate) to have a
      Material Adverse Effect. Seller's organizational identification number
      assigned by the state of New York is 13-3461558.

(g)   Financial Condition. Seller has heretofore furnished to Buyer a copy of
      (a) Guarantor's consolidated balance sheet and the consolidated balance
      sheets of Guarantor's


                                      -36-
<PAGE>

      consolidated Subsidiaries for the fiscal year ended December 31, 2002, and
      the related consolidated statements of income and retained earnings and of
      cash flows for Guarantor and Guarantor's consolidated Subsidiaries for
      such fiscal year, each audited by and with the unqualified opinion thereon
      of Deloitte and Touche, L.L.P. and (b) Guarantor's consolidated balance
      sheet and the consolidated balance sheets of Guarantor's consolidated
      Subsidiaries for the quarterly fiscal period of Guarantor ended March 31,
      2003 and the related consolidated statements of income and retained
      earnings and of cash flows for Guarantor and Guarantor's consolidated
      Subsidiaries for such quarterly fiscal period, setting forth in each case
      in comparative form the figures for the previous year. All such financial
      statements are complete and correct and fairly present, in all material
      respects, the consolidated financial position of Guarantor and Guarantor's
      Subsidiaries and the consolidated results of their operations as at such
      dates and for such fiscal periods, all in accordance with GAAP applied on
      a consistent basis. Since March 31, 2003, there has been no material
      adverse change in the consolidated business, operations or financial
      condition of Guarantor and Guarantor's consolidated Subsidiaries taken as
      a whole from that set forth in said financial statements.

(h)   Litigation. There are no actions, suits, arbitrations, investigations
      (including, without limitation, any of the foregoing which are pending or
      threatened) or other legal or arbitrable proceedings affecting Guarantor,
      Seller or any of its Subsidiaries or affecting any of the Property of any
      of them before any Governmental Authority which (i) questions or
      challenges the validity or enforceability of the Repurchase Documents or
      any action to be taken in connection with the transactions contemplated
      hereby, (ii) makes a claim or claims in an aggregate amount greater than
      $500,000, or (iii) individually or in the aggregate, if adversely
      determined, could reasonably be likely to have a Material Adverse Effect.

(i)   No Breach. Neither (a) the execution and delivery of the Repurchase
      Documents nor (b) the consummation of the transactions therein
      contemplated to be entered into by Seller or Guarantor, as applicable, in
      compliance with the terms and provisions thereof will conflict with or
      result in a breach of the organizational documents of Seller or Guarantor,
      as applicable, or any applicable law, rule or regulation, or any order,
      writ, injunction or decree of any Governmental Authority, or any Servicing
      Agreement or other material agreement or instrument to which Guarantor,
      Seller or any of their respective 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 Seller or Guarantor, as applicable, or any of its respective
      Subsidiaries pursuant to the terms of any such agreement or instrument.

(j)   Action. Each of Guarantor and Seller has all necessary corporate or other
      power, authority and legal right to execute, deliver and perform its
      obligations under each of the Repurchase Documents to which it is a party;
      the execution, delivery and performance by it of each of the Repurchase
      Documents to which it is a party has been duly authorized by all necessary
      corporate or other action on its part; and each Repurchase Document to
      which it is a party has been duly and validly executed and delivered by
      it, and constitutes


                                      -37-
<PAGE>

      a legal, valid and binding obligation of it enforceable against it in
      accordance with its terms.

(k)   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 Seller or
      Guarantor of the Repurchase Documents to which it is a party or for the
      legality, validity or enforceability thereof, except for filings and
      recordings in respect of the Liens created pursuant to the Repurchase
      Documents.

(l)   Margin Regulations. Neither any Transaction hereunder, nor the use of the
      proceeds thereof, will violate or be inconsistent with the provisions of
      Regulation T, U or X.

(m)   Taxes. Guarantor, Seller and its Subsidiaries have filed all Federal
      income tax returns and all other material tax returns that are required to
      be filed by them and have paid all taxes due pursuant to such returns or
      pursuant to any assessment received by it or any of its Subsidiaries,
      except for any such taxes as are being appropriately contested in good
      faith by appropriate proceedings diligently conducted and with respect to
      which adequate reserves have been provided. The charges, accruals and
      reserves on the books of Guarantor, Seller and their respective
      Subsidiaries in respect of taxes and other governmental charges are, in
      the opinion of Seller, adequate.

(n)   Investment Company Act. None of Guarantor, Seller nor any of their
      respective Subsidiaries is an "investment company", or a company
      "controlled" by an "investment company," within the meaning of the
      Investment Company Act of 1940, as amended.

(o)   Purchased Assets.

      (1)   Seller has not assigned, pledged, or otherwise conveyed or
            encumbered any Mortgage Loan to any other Person, and immediately
            prior to the sale of such Mortgage Loan to Buyer, Seller was the
            sole owner of such Mortgage Loan and had good and marketable title
            thereto, free and clear of all Liens, in each case except for Liens
            to be released simultaneously with the sale to Buyer hereunder. No
            Mortgage Loan sold to Buyer hereunder was acquired (by purchase or
            otherwise) by Seller from an Affiliate of Seller unless a True Sale
            Certification has been delivered to Buyer.

      (2)   The provisions of this Agreement are effective to either constitute
            a sale of Purchased Items to Buyer or to create in favor of Buyer a
            valid and fully perfected first priority security interest in all
            right, title and interest of Seller in, to and under the Purchased
            Items.

      (3)   Upon receipt by Custodian of each Mortgage Note, endorsed in blank
            by a duly authorized officer of Seller, either a purchase shall have
            been completed by Buyer of each Mortgage Note or Buyer shall have a
            valid and fully perfected first priority security interest in the
            applicable Mortgage Note and in such Seller's interest in the
            related Mortgaged Property.


                                      -38-
<PAGE>

      (4)   Upon the filing of financing statements on Form UCC-1 naming Buyer
            as "Secured Party", Seller as "Debtor" and describing the Purchased
            Items, in the jurisdictions and recording offices listed on Exhibit
            IV attached hereto, the security interests granted hereunder in the
            Purchased Items will constitute fully perfected security interests
            under the Uniform Commercial Code in all right, title and interest
            of Seller in, to and under such Purchased Items, which can be
            perfected by filing under the Uniform Commercial Code.

      (5)   Upon execution and delivery of the Account Agreement, Buyer shall
            either be the owner of, or have a valid and fully perfected first
            priority security interest in, the investment property and all
            deposit accounts comprising Purchased Items.

      (6)   With respect to each Purchased Asset, each of the representations
            and warranties on Schedule 1 is true and correct.

(p)   Location of Books and Records. The location where Seller keeps its books
      and records, including all computer tapes and records related to the
      Purchased Items is its chief executive office.

(q)   [Reserved].

(r)   Existing Financing Facilities. All credit facilities of Seller which are
      presently in effect are listed under the definition of "Existing Financing
      Facilities." No defaults or events of default exist under any of the
      Existing Financing Facilities. The financial covenants hereunder are at
      least equal to those Seller makes under each of the Existing Financing
      Facilities. Seller shall give Buyer prior notification if any amendment to
      any financial covenant in any Existing Financing Facility increases the
      obligations or requirements of Seller thereunder, and such changed
      financial covenant shall, with no further action of Seller or Buyer,
      automatically become a part hereof and be incorporated herein upon the
      effectiveness of such amendment in the other Existing Financing Facility.

(s)   True and Complete Disclosure. The information, reports, financial
      statements, exhibits and schedules furnished in writing by or on behalf of
      Guarantor or Seller to Buyer in connection with the negotiation,
      preparation or delivery of this Agreement and the other Repurchase
      Documents or included herein or therein or delivered pursuant hereto or
      thereto (other than with respect to the Mortgage Loans), when taken as a
      whole, do not contain any untrue statement of material fact or omit to
      state any material fact necessary to make the statements herein or
      therein, in light of the circumstances under which they were made, not
      misleading. All written information furnished after the date hereof by or
      on behalf of each of Guarantor and Seller to Buyer in connection with this
      Agreement and the other Repurchase Documents and the transactions
      contemplated hereby (other than with respect to the Mortgage Loans) and
      thereby will be true, complete and accurate in every material respect, or
      (in the case of projections) based on reasonable estimates, on the date as
      of which such information is stated or certified. There is no fact known
      to a Responsible Officer of Seller, after due inquiry, that could
      reasonably be expected to have a Material Adverse Effect that has not been
      disclosed herein, in the other Repurchase Documents or in a report,
      financial statement, exhibit, schedule, disclosure


                                      -39-
<PAGE>

      letter or other writing furnished to Buyer for use in connection with the
      transactions contemplated hereby or thereby.

(t)   ERISA. Each Plan to which Guarantor, Seller or any of their respective
      Subsidiaries make direct contributions, and, to the knowledge of Seller,
      each other Plan and each Multiemployer Plan, is in compliance in all
      material respects with, and has been administered in all material respects
      in compliance with, the applicable provisions of ERISA, the Code and any
      other Federal or State law. No event or condition has occurred and is
      continuing as to which either Guarantor or Seller would be under an
      obligation to furnish a report to Buyer under Section 11(a)(4).

(u)   Servicing. The Seller is the servicer of each Mortgage Loan.

(v)   No Reliance. Each of Seller and Guarantor has made its own independent
      decisions to enter into the Repurchase Documents and each Transaction and
      as to whether such Transaction is appropriate and proper for it based upon
      its own judgment and upon advice from such advisors (including without
      limitation, legal counsel and accountants) as it has deemed necessary.
      Neither Seller nor Guarantor is relying upon any advice from Buyer as to
      any aspect of the Transactions, including without limitation, the legal,
      accounting or tax treatment of such Transactions.

(w)   Compliance with Anti-Money Laundering Laws. Seller has complied with all
      applicable anti-money laundering laws and regulations, including without
      limitation the USA Patriot Act of 2001 (collectively, the "Anti-Money
      Laundering Laws"); Seller has established an anti-money laundering
      compliance program as required by the Anti-Money Laundering Laws, has
      conducted the requisite due diligence in connection with the origination
      of each Mortgage Loan for purposes of the Anti-Money Laundering Laws,
      including with respect to the legitimacy of the applicable Mortgagor and
      the origin of the assets used by the said Mortgagor to purchase the
      property in question, and maintains, and will maintain, sufficient
      information to identify the applicable Mortgagor for purposes of the
      Anti-Money Laundering Laws.

(x)   Other Security Agreements. Seller has not become bound under Section
      9-203(d) of the UCC by a Security Agreement previously entered into by
      another Person.

11.   COVENANTS OF SELLER

      On and as of the date of this Agreement and each Purchase Date and until
      this Agreement is no longer in force with respect to any Transaction,
      Seller covenants that it will:

(a)   Financial Statements. Seller shall deliver to Buyer:

      (1)   as soon as available and in any event within forty-five (45)
            calendar days after the end of each calendar month, the unaudited
            consolidated balance sheets of Guarantor and its consolidated
            Subsidiaries as at the end of such period and the related unaudited
            consolidated statements of income and retained earnings and of cash
            flows for Guarantor and its consolidated Subsidiaries for such
            period and the portion of the fiscal year through the end of such
            period, accompanied by a


                                      -40-
<PAGE>

            certificate of a Responsible Officer of Guarantor, which certificate
            shall state that said consolidated financial statements fairly
            present in all material respects the consolidated financial
            condition and results of operations of Guarantor and its
            consolidated Subsidiaries in accordance with GAAP, consistently
            applied, as at the end of, and for, such period (subject to normal
            year-end adjustments);

      (2)   as soon as available and in any event within ninety (90) days after
            the end of each fiscal year of Guarantor, the consolidated balance
            sheets of Guarantor and its consolidated Subsidiaries as at the end
            of such fiscal year and the related consolidated statements of
            income and retained earnings and of cash flows for Guarantor and its
            consolidated Subsidiaries for such year, setting forth in each case
            in comparative form the figures for the previous year, accompanied
            by an opinion thereon of independent certified public accountants of
            recognized national standing, which opinion shall not be qualified
            as to scope of audit or going concern and shall state that said
            consolidated financial statements fairly present the consolidated
            financial condition and results of operations of Guarantor and its
            respective consolidated Subsidiaries as at the end of, and for, such
            fiscal year in accordance with GAAP, and a certificate of such
            accountants stating that, in making the examination necessary for
            their opinion, they obtained no knowledge, except as specifically
            stated, of any Default or Event of Default;

      (3)   from time to time such other information regarding the financial
            condition, operations, or business of Seller or Guarantor as Buyer
            may reasonably request; and

      (4)   as soon as reasonably possible, and in any event within thirty (30)
            days after a Responsible Officer of Seller knows, or with respect to
            any Plan or Multiemployer Plan to which Guarantor or any of its
            Subsidiaries makes direct contributions, has reason to believe, that
            any of the events or conditions specified below with respect to any
            Plan or Multiemployer Plan has occurred or exists, a statement
            signed by a senior financial officer of Guarantor setting forth
            details respecting such event or condition and the action, if any,
            that Guarantor or its ERISA Affiliate proposes to take with respect
            thereto (and a copy of any report or notice required to be filed
            with or given to PBGC by Guarantor or an ERISA Affiliate with
            respect to such event or condition):

                        (A) any reportable event, as defined in Section 4043(c)
                  of ERISA or any successor provision thereof and the
                  regulations issued thereunder, with respect to a Plan, as to
                  which PBGC has not by regulation waived the requirement of
                  Section 4043(a) of ERISA that it be notified within thirty
                  (30) days of the occurrence of such event (provided that a
                  failure to meet the minimum funding standard of Section 412 of
                  the Code or Section 302 of ERISA or any successor provision
                  thereof, including without limitation the failure to make on
                  or before its due date a required installment under Section
                  412(m) of the Code or Section 302(e) of ERISA or any successor
                  provision thereof, shall be a reportable event regardless of
                  the issuance of any waivers in accordance with Section 412(d)
                  of the


                                      -41-
<PAGE>

                  Code or any successor provision thereof); and any request for
                  a waiver under Section 412(d) of the Code or any successor
                  provision thereof for any Plan;


                        (B) the distribution under Section 4041(c) of ERISA or
                  any successor provision thereof of a notice of intent to
                  terminate any Plan or any action taken by Seller or an ERISA
                  Affiliate to terminate any Plan;

                        (C) the institution by PBGC of proceedings under Section
                  4042 of ERISA or any successor provision thereof for the
                  termination of, or the appointment of a trustee to administer,
                  any Plan, or the receipt by Seller or any ERISA Affiliate of a
                  notice from a Multiemployer Plan that such action has been
                  taken by PBGC with respect to such Multiemployer Plan;

                        (D) the complete or partial withdrawal from a
                  Multiemployer Plan by Guarantor or any ERISA Affiliate that
                  results in liability under Section 4201 or 4204 of ERISA or
                  any successor provision thereof (including the obligation to
                  satisfy secondary liability as a result of a purchaser
                  default) that would have a Material Adverse Effect or the
                  receipt by Guarantor or any ERISA Affiliate of notice from a
                  Multiemployer Plan that it is in reorganization or insolvency
                  pursuant to Section 4241 or 4245 of ERISA or any successor
                  provision thereof or that it intends to terminate or has
                  terminated under Section 4041A of ERISA or any successor
                  provision thereof;

                        (E) the institution of a proceeding by a fiduciary of
                  any Multiemployer Plan against Guarantor or any ERISA
                  Affiliate to enforce Section 515 of ERISA or any successor
                  provision thereof, which proceeding is not dismissed within
                  thirty (30) days; and

                        (F) the adoption of an amendment to any Plan that would
                  result in the loss of tax-exempt status of the trust of which
                  such Plan is a part if Guarantor or an ERISA Affiliate fails
                  to provide timely security to such Plan in accordance with the
                  provisions of Section 401(a)(29) of the Code or Section 307 of
                  ERISA or any successor provision thereof.

      Guarantor will furnish to Buyer, at the time Guarantor furnishes each set
      of financial statements pursuant to paragraphs (a)(1) and (a)(2) above, a
      certificate of a Responsible Officer of Guarantor to the effect that, to
      the best of such Responsible Officer's knowledge, Guarantor during such
      fiscal period or year has observed or performed in all material respects
      all of its covenants and other agreements, and satisfied every condition,
      contained in this Agreement and the other Repurchase Documents to be
      observed, performed or satisfied by it, and that such Responsible Officer
      has obtained no knowledge of any Default or Event of Default except as
      specified in such certificate (and, if any Default or Event of Default has
      occurred and is continuing, describing the same in reasonable detail and
      describing the action Guarantor has taken or proposes to take with respect
      thereto).


                                      -42-
<PAGE>

(b)   Litigation. Seller will promptly, and in any event within ten (10) days
      after service of process on any of the following, give to Buyer notice of
      all litigation, actions, suits, arbitrations, investigations (including,
      without limitation, any of the foregoing which are threatened or pending)
      or other legal or arbitrable proceedings affecting Guarantor, Seller or
      any of their respective Subsidiaries or affecting any of the Property of
      any of them before any Governmental Authority that (i) questions or
      challenges the validity or enforceability of any of the Repurchase
      Documents or any action to be taken in connection with the transactions
      contemplated hereby, (ii) makes a claim or claims in an aggregate amount
      greater than $1,000,000, or (iii) which, individually or in the aggregate,
      if adversely determined, could be reasonably likely to have a Material
      Adverse Effect.

(c)   Existence, etc. Seller will with respect to itself and shall cause
      Guarantor with respect to Guarantor to:

      (1)   preserve and maintain its legal existence and all of its material
            rights, privileges, licenses and franchises necessary for the
            operation of its business (provided that nothing in this Section
            11(c)(1) shall prohibit any transaction expressly permitted under
            Section 11(d));

      (2)   comply with the requirements of all applicable laws, rules,
            regulations and orders of Governmental Authorities (including,
            without limitation, all environmental laws) if failure to comply
            with such requirements could be reasonably likely (either
            individually or in the aggregate) to have a Material Adverse Effect;

      (3)   keep adequate records and books of account, in which complete
            entries will be made in accordance with GAAP consistently applied;

      (4)   not (i) cause or permit any change to be made in its name,
            organizational identification number, identity or corporate
            structure, each as described in Section 10(f) or (ii) change its
            jurisdiction of organization, unless it shall have provided Buyer
            thirty (30) days' prior written notice of such change and shall have
            first taken all action required by Buyer for the purpose of
            perfecting or protecting the lien and security interest of Buyer
            established hereunder;

      (5)   pay and discharge all taxes, assessments and governmental charges or
            levies imposed on it or on its income or profits or on any of its
            Property prior to the date on which penalties attach thereto, except
            for any such tax, assessment, charge or levy the payment of which is
            being contested in good faith and by proper proceedings and against
            which adequate reserves are being maintained; and

      (6)   permit representatives of Buyer, upon reasonable notice (unless a
            Default shall have occurred and is continuing, in which case, no
            prior notice shall be required), during normal business hours, to
            examine, copy and make extracts from its books and records, to
            inspect any of its Properties, and to discuss its business and
            affairs with its officers, all to the extent reasonably requested by
            Buyer.

(d)   Prohibition of Fundamental Changes. Except with respect to the Bank
      Charter Event, neither Guarantor nor Seller shall not enter into any
      transaction of merger or


                                      -43-
<PAGE>

      consolidation or amalgamation, or liquidate, wind up or dissolve itself
      (or suffer any liquidation, winding up or dissolution) or sell all or
      substantially all of its assets; provided, that Seller may merge or
      consolidate with (i) any wholly owned subsidiary of it, or (ii) any other
      Person if it is the surviving corporation; and provided, further, that if
      after giving effect thereto, no Default would exist hereunder.

(e)   Margin Deficit. If at any time there exists a Margin Deficit Seller shall
      cure same in accordance with Section 4.

(f)   Notices. Seller shall give notice to Buyer:

      (1)   promptly upon receipt of notice or knowledge of the occurrence of
            any Default or Event of Default;

      (2)   with respect to any Purchased Asset, promptly upon receipt of any
            principal prepayment (in full or partial) of such Purchased Asset;

      (3)   with respect to any Purchased Asset hereunder, promptly upon receipt
            of notice or knowledge that the underlying Mortgaged Property has
            been damaged by waste, fire, earthquake or earth movement, flood,
            tornado or other casualty, or otherwise damaged so as to affect
            adversely the Asset Value of such Purchased Asset;

      (4)   promptly upon receipt of notice or knowledge of (i) any material
            default related to any Purchased Item, (ii) any Lien or security
            interest on, or claim asserted against, any Purchased Item or (iii)
            any event or change in circumstances which could reasonably be
            expected to have a Material Adverse Effect;

      (5)   promptly upon any material change in the market value of any or all
            of Seller's or Guarantor's assets which could reasonably be expected
            to have a Material Adverse Effect; and

      (6)   promptly upon the occurrence of any default or event of default
            under the Existing Financing Facilities.

      Each notice pursuant to this Section shall be accompanied by a statement
      of a Responsible Officer of Seller setting forth details of the occurrence
      referred to therein and stating what action Seller has taken or proposes
      to take with respect thereto.

(g)   Reports. Within forty-five calendar days of the end of each calendar
      quarter, Seller shall provide Buyer with a quarterly report, which report
      shall include, among other items, (i) a summary of such Seller's
      delinquency and loss experience with respect to Mortgage Loans serviced by
      Seller, any Servicer or any designee of either, operating statements and
      the occupancy status of such Mortgaged Property and other property level
      information, including internal quality control reports, plus (ii) with
      respect to any MERS Designated Mortgage Loan, MERS Reports, plus (iii) any
      such additional reports as Buyer may reasonably request with respect to
      Seller or any Servicer's servicing portfolio or pending originations of
      Mortgage Loans.


                                      -44-
<PAGE>

(h)   Underwriting Guidelines. All Eligible Assets will conform with the
      Underwriting Guidelines. Seller shall not make any material change in the
      Underwriting Guidelines without the prior written consent of Buyer and
      shall review the Underwriting Guidelines periodically to confirm that they
      are being complied with in all material respects and are adequate to meet
      Seller's business objectives. In the event Seller makes any amendment or
      modification to the Underwriting Guidelines, Seller shall promptly deliver
      to Buyer a complete copy of the amended or modified Underwriting
      Guidelines.

(i)   Transactions with Affiliates. Seller shall not enter into any transaction
      with any Affiliate, including without limitation, any purchase, sale,
      lease or exchange of property or the rendering of any service unless such
      transaction is not otherwise expressly prohibited under this Agreement and
      is upon fair and reasonable terms no less favorable to Seller than it
      would obtain in a comparable arm's length transaction with a Person which
      is not an Affiliate except for (i) the acquisition of equity or stock or
      warrants of an Affiliate and (ii) the payment of dividends, in either
      case, in the ordinary course of business, and (iii) the purchase or sale
      of loans in the ordinary course of business which is a true sale and does
      not constitute a fraudulent conveyance. Seller shall not make a payment
      that is not otherwise permitted by this Section 11(i) to any Affiliate. In
      no event shall Seller transfer to Buyer hereunder any Mortgage Loan
      acquired by Seller from an Affiliate of Seller unless a True Sale
      Certification has been delivered to Buyer prior to such sale.

(j)   Limitation on Liens. Immediately upon notice of a Lien or any circumstance
      which could give rise to a Lien on the Purchased Items, Seller will defend
      the Purchased Items against, and will take such other action as is
      necessary to remove, any Lien, security interest or claim on or to the
      Purchased Items (other than any security interest created under this
      Agreement), and Seller will defend the right, title and interest of Buyer
      in and to any of the Purchased Items against the claims and demands of all
      persons whomsoever.

(k)   Limitations on Guarantees. Seller shall not create, incur, assume or
      suffer to exist any Guarantees.

(l)   Limitation on Distributions. After the occurrence and during the
      continuation of any Default, Seller shall not make any payment on account
      of, or set apart assets for, a sinking or other analogous fund for the
      purchase, redemption, defeasance, retirement or other acquisition of any
      equity or partnership interest of Seller, whether now or hereafter
      outstanding, or make any other distribution in respect thereof, either
      directly or indirectly, whether in cash or property or in obligations of
      Seller.

(m)   Maintenance of Profitability. Seller shall not permit, for any period of
      three (3) consecutive calendar months (each such period, a "Test Period"),
      Net Income of either of Seller or Guarantor for such Test Period
      determined on a monthly basis, before income taxes for such Test Period
      and distributions made during such Test Period, to be less than $1.00.

(n)   Maintenance of Tangible Net Worth; Liquidity. Seller shall not permit
      Tangible Net Worth of Seller or Guarantor at any time to be less than the
      sum of (i) $70,000,000 plus


                                      -45-
<PAGE>

      (ii) an amount equal to 50% of the aggregate positive Net Income (without
      deduction for quarterly losses) made since the Effective Date plus 50% of
      capital contributions made since the Effective Date. In addition, Seller
      shall maintain at least $10,000,000 of Cash at all times.

(o)   Maintenance of Ratio of Total Indebtedness to Tangible Net Worth. Seller
      shall not permit the ratio of Total Indebtedness to Tangible Net Worth of
      either of Seller or Guarantor at any time to be greater than 12:1.

(p)   Servicer; Servicing Information. Seller shall provide to Buyer and to
      Disbursement Agent via Electronic Transmission, a list of Mortgage Loans
      (including each loan number, Mortgagor name and Mortgagor address) on a
      monthly basis by no later than the 10th day following the end of each
      month (the "Reporting Date") containing the following information, on a
      loan-by-loan basis and in the aggregate, with respect to the Purchased
      Assets serviced hereunder by Seller or any Servicer for the month (or any
      portion thereof) prior to the Reporting Date: (i) Mortgage Loans that are
      30 days or more delinquent (including the paid through date and the
      outstanding principal balance of each such Mortgage Loan individually and
      in the aggregate as of the last day of the preceding month) and (ii)
      Mortgage Loans that were originated more than 45 days prior to the last
      day of the calendar month preceding the Reporting Date (including the paid
      through date and the outstanding principal balance of each such Mortgage
      Loan individually and in the aggregate as of the last day of the preceding
      month). Seller shall not cause the Mortgage Loans to be serviced by any
      servicer other than a servicer expressly approved in writing by Buyer,
      which approval shall be deemed granted by Buyer with respect to Seller
      with the execution of this Agreement.

(q)   Required Filings. Seller shall promptly provide Buyer with copies of all
      documents which Guarantor, Seller or any Subsidiary of either is required
      to file with any regulatory body in accordance with its regulations.

(r)   Remittance of Prepayments. Seller shall remit or cause to be remitted to
      Buyer, with sufficient detail via Electronic Transmission to enable Buyer
      to appropriately identify the Mortgage Loan to which any amount remitted
      applies, all full or partial principal prepayments on any Purchased Asset
      that Seller has received no later than one (1) Business Day following the
      date such prepayment was received.

(s)   Custodial and Disbursement Agreement and Account Agreement. Seller shall
      maintain each of the Custodial and Disbursement Agreement and Account
      Agreement in full force and effect and shall not amend or modify either of
      the Custodial and Disbursement Agreement or the Account Agreement or waive
      compliance with any provisions thereunder without the prior written
      consent of Buyer.

(t)   Compliance Report. Seller shall provide Buyer together with, and on each
      date it delivers or is required to deliver, financial statements pursuant
      to Section 11(a)(1) or 11(a)(2), in a letter format acceptable to Buyer in
      its sole discretion, a compliance report demonstrating therein the
      calculations Seller utilized to determine its compliance and the
      Guarantor's


                                      -46-
<PAGE>

      compliance with the financial covenants set forth in clauses (m), (n) and
      (o) of this Section 11 as of the end of the immediately preceding month.

(u)   Sub-Limits. Seller shall not sell to Buyer any Eligible Assets if, after
      giving effect to such Transaction, the aggregate principal balance of all
      Purchased Assets are in excess of any Sub-Limit as set forth in the
      definition of "Asset Value".

(v)   Inconsistent Agreements. Seller will not, and will not permit any of its
      Subsidiaries to, directly or indirectly, enter into any agreement
      containing any provision which would be violated or breached by any
      Transaction hereunder or by the performance by Seller of its obligations
      under any Repurchase Document.

(w)   Escrow Imbalance. Seller will, no later than five (5) Business Days after
      learning (from any source) of any material imbalance in any escrow
      account, fully and completely correct and eliminate such imbalance
      including, without limitation, depositing its own funds into such account
      to eliminate any overdrawal or deficit.

(x)   Independence of Covenants. All covenants hereunder shall be given
      independent effect so that if a particular action or condition is not
      permitted by any of such covenants, the fact that it would be permitted by
      an exception to, or be otherwise within the limitations of, another
      covenant shall not avoid the occurrence of an Event of Default or Default
      if such action is taken or condition exists.

12.   EVENTS OF DEFAULT

      If any of the following events (each, an "Event of Default") occur, Seller
      and Buyer shall have the rights set forth in Section 13, as applicable:

(a)   Seller shall default in the payment of any Repurchase Price due or any
      amount under Section 5 when due (whether at stated maturity, upon
      acceleration or at mandatory or optional prepayment); or

(b)   Seller shall default in the payment of any other amount payable by it
      hereunder or under any other Repurchase Document after notification by
      Buyer of such default, and such default shall have continued unremedied
      for one (1) Business Day; or

(c)   any representation, warranty or certification made or deemed made herein
      or in any other Repurchase Document by Seller or any certificate furnished
      to Buyer pursuant to the provisions hereof or thereof or any information
      with respect to the Mortgage Loans furnished in writing by on behalf of
      Seller shall prove to have been false or misleading in any material
      respect as of the time made or furnished (other than the representations
      and warranties set forth in Schedule 1, which shall be considered solely
      for the purpose of determining the Asset Value of the Purchased Assets,
      unless (i) Seller shall have made any such representations and warranties
      with actual knowledge that they were materially false or misleading at the
      time made; or (ii) any such representations and warranties have been
      determined in good faith by Buyer in its sole discretion to be materially
      false or misleading on a regular basis); or


                                      -47-
<PAGE>

(d)   Seller shall fail to comply with the requirements of Section 11(c) through
      Section 11(f), or Sections 11(g) through 11(t) or 11(y); or except as
      otherwise set forth in Sections 12(a), 12(b), 12(c), or 12(d), Seller
      shall fail to observe or perform any other covenant or agreement contained
      in this Agreement or any other Repurchase Document and such failure to
      observe or perform shall continue unremedied for a period of 10 Business
      Days; or

(e)   a final judgment or judgments for the payment of money in excess of
      $250,000 in the aggregate shall be rendered against Seller or any of its
      Affiliates by one or more courts, administrative tribunals or other bodies
      having jurisdiction and the same shall not be satisfied, discharged (or
      provision shall not be made for such discharge) or bonded, or a stay of
      execution thereof shall not be procured, within 30 days from the date of
      entry thereof; or

(f)   an Act of Insolvency shall have occurred with respect to Seller or any of
      its Affiliates; or

(g)   the Custodial and Disbursement Agreement, the Guaranty, the Account
      Agreement or any Repurchase Document shall for whatever reason be
      terminated or cease to be in full force and effect, or the enforceability
      thereof shall be contested by Seller or Guarantor; or

(h)   Seller shall grant, or suffer to exist, any Lien on any Purchased Item
      (except any Lien in favor of Buyer); or the Purchased Items shall not have
      been sold to Buyer, or the Liens contemplated hereby shall cease or fail
      to be first priority perfected Liens on any Purchased Items in favor of
      Buyer or shall be Liens in favor of any Person other than Buyer; or

(i)   Seller or any of Seller's Affiliates shall be in default under (i) any
      Indebtedness of Seller or of such Affiliate which default (1) involves the
      failure to pay a matured obligation, or (2) permits the acceleration of
      the maturity of obligations by any other party to or beneficiary with
      respect to such Indebtedness, (ii) any other contract to which Seller or
      such Affiliate is a party which default (1) involves the failure to pay a
      matured obligation, or (2) permits the acceleration of the maturity of
      obligations by any other party to or beneficiary of such contract, or
      (iii) any Seller-Related Obligation; or

(j)   any material adverse change in the Property, business or financial
      condition of Seller or any of its Affiliates shall occur, in each case as
      determined by Buyer in its sole discretion, or any other condition shall
      exist which, in Buyer's sole discretion, constitutes a material impairment
      of Seller's ability to perform its obligations under this Agreement or any
      other Repurchase Document; or

(k)   (i) any Person shall engage in any "prohibited transaction" (as defined in
      Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii)
      any material "accumulated funding deficiency" (as defined in Section 302
      of ERISA), whether or not waived, shall exist with respect to any Plan or
      any Lien in favor of the PBGC or a Plan shall arise on the assets of
      Seller or any Commonly Controlled Entity, (iii) a Reportable Event shall
      occur with respect to, or proceedings shall commence to have a trustee
      appointed, or a trustee shall be appointed, to administer or to terminate,
      any Plan, which Reportable


                                      -48-
<PAGE>

      Event or commencement of proceedings or appointment of a trustee is, in
      the reasonable opinion of Buyer, likely to result in the termination of
      such Plan for purposes of Title IV of ERISA, (iv) any Plan shall terminate
      for purposes of Title IV of ERISA, (v) Seller or any Commonly Controlled
      Entity shall, or in the reasonable opinion of Buyer is likely to, incur
      any liability in connection with a withdrawal from, or the insolvency or
      reorganization of, a Multiemployer Plan or (vi) any other event or
      condition shall occur or exist with respect to a Plan; and in each case in
      clauses (i) through (vi) above, such event or condition, together with all
      other such events or conditions, if any, could reasonably be expected to
      have a Material Adverse Effect; or

(l)   upon any event of default or event which, with the passage of time or
      expiration of any grace periods, would constitute an event of default
      under the Existing Financing Facilities; or

(m)   any of the events specified in Section 3(b)(10) have occurred; or

(n)   if the Buyer has purchased MERS Designated Mortgage Loans, the Electronic
      Tracking Agreement has for whatever reason been terminated or ceases to be
      in full force and effect and the Buyer (or the Custodian as its designee)
      shall not have received an assignment of mortgage with respect to each
      MERS Designated Mortgage Loan, in blank, in recordable form, but
      unrecorded; or

(o)   upon any material adverse change in the terms of, or any material
      reduction in amounts available to Seller or its Affiliates, under any of
      the Existing Financing Facilities.

13.   REMEDIES

(a)   If an Event of Default occurs, the following rights and remedies are
      available to Buyer; provided, that an Event of Default shall be deemed to
      be continuing unless expressly waived by Buyer in writing.

      (1)   At the option of Buyer, exercised by written notice to Seller (which
            option shall be deemed to have been exercised, even if no notice is
            given, immediately upon the occurrence of an Act of Insolvency of
            Seller), the Repurchase Date for each Transaction hereunder, if it
            has not already occurred, shall be deemed immediately to occur.
            Buyer shall (except upon the occurrence of an Act of Insolvency of
            Seller) give notice to Seller of the exercise of such option as
            promptly as practicable.

      (2)   If Buyer exercises or is deemed to have exercised the option
            referred to in subsection (a)(1) of this Section 13,

                        (A) (i) Seller's obligations in such Transactions to
                  repurchase all Purchased Assets, at the Repurchase Price
                  therefor on the Repurchase Date, and to pay all other amounts
                  owned by Seller hereunder, shall thereupon become immediately
                  due and payable, (ii) all Income paid after such exercise or
                  deemed exercise shall be retained by Buyer and applied to the
                  aggregate unpaid Repurchase Prices and any other amounts owed
                  by


                                      -49-
<PAGE>

                  Seller hereunder, and (iii) Seller shall immediately
                  deliver to Buyer any Purchased Assets subject to such
                  Transactions then in Seller's possession or control;

                        (B) to the extent permitted by applicable law, the
                  Repurchase Price with respect to each such Transaction shall
                  be increased by the aggregate amount obtained by daily
                  application of, on a 360 day per year basis for the actual
                  number of days during the period from and including the date
                  of the exercise or deemed exercise of such option to but
                  excluding the date of payment of the Repurchase Price, (x) the
                  Post-Default Rate to (y) the Repurchase Price for such
                  Transaction as of the Repurchase Date (decreased as of any day
                  by (i) any amounts actually in the possession of Buyer
                  pursuant to clause (C) of this subsection, (ii) any proceeds
                  from the sale of Purchased Assets applied to the Repurchase
                  Price pursuant to subsection (a)(4) of this Section 13, and
                  (iii) any amounts applied to the Repurchase Price pursuant to
                  subsection (a)(4) of this Section 13); and

                        (C) all Income actually received by Buyer pursuant to
                  Section 5 (excluding any Late Payment Fees paid pursuant to
                  Section 5(b)) shall be applied to the aggregate unpaid
                  Repurchase Price owed by Seller.

      (3)   Upon the occurrence of one or more Events of Default, Buyer shall
            have the right to obtain physical possession of the Servicing
            Records (subject to the provisions of the Custodial and Disbursement
            Agreement) and all other files of Seller relating to the Purchased
            Assets and all documents relating to the Purchased Assets which are
            then or may thereafter come in to the possession of Seller or any
            third party acting for Seller and Seller shall deliver to Buyer such
            assignments as Buyer shall request and Buyer shall have the right to
            appoint any Person to act as Servicer for the Purchased Assets.
            Buyer shall be entitled to specific performance of all agreements of
            Seller contained in the Repurchase Documents.

      (4)   At any time on the Business Day following notice to Seller (which
            notice may be the notice given under subsection (a)(1) of this
            Section 13), in the event Seller has not repurchased all Purchased
            Assets, Buyer may (A) immediately sell, without demand or further
            notice of any kind, at a public or private sale and at such price or
            prices as Buyer may deem satisfactory any or all Purchased Assets
            subject to such Transactions hereunder and apply the proceeds
            thereof to the aggregate unpaid Repurchase Price and any other
            amounts owing by Seller hereunder or (B) in its sole discretion
            elect, in lieu of selling all or a portion of such Purchased Assets,
            to give Seller credit for such Purchased Assets in an amount equal
            to the Market Value of the Purchased Assets against the aggregate
            unpaid Repurchase Price and any other amounts owing by Seller
            hereunder. The proceeds of any disposition of Purchased Assets shall
            be applied first to the costs and expenses incurred by Buyer in
            connection with Seller's default; second to costs of related
            covering and/or related hedging transactions; third to the
            Repurchase Price; and fourth to any other outstanding obligation of
            Seller to Buyer or its Affiliates.


                                      -50-
<PAGE>

      (5)   Seller agrees that Buyer may obtain an injunction or an order of
            specific performance to compel Seller to fulfill its obligations as
            set forth in Section 24, if Seller fails or refuses to perform its
            obligations as set forth therein.

      (6)   Seller shall be liable to Buyer, payable as and when incurred by
            Buyer, for (A) the amount of all actual out-of-pocket expenses,
            including legal or other expenses incurred by Buyer in connection
            with or as a consequence of an Event of Default, and (B) all costs
            incurred in connection with hedging or covering transactions.

      (7)   Buyer shall have, in addition to its rights hereunder, any rights
            otherwise available to it under any other agreement or applicable
            law.

(b)   Buyer may exercise one or more of the remedies available to Buyer
      immediately upon the occurrence of an Event of Default and, except to the
      extent provided in subsections (a)(1) and (4) of this Section 13, at any
      time thereafter without notice to Seller. All rights and remedies arising
      under this Agreement as amended from time to time hereunder are cumulative
      and not exclusive of any other rights or remedies which Buyer may have.

(c)   Buyer may enforce its rights and remedies hereunder without prior judicial
      process or hearing, and Seller hereby expressly waives any defenses Seller
      might otherwise have to require Buyer to enforce its rights by judicial
      process. Seller also waives any defense (other than a defense of payment
      or performance) Seller might otherwise have arising from the use of
      nonjudicial process, enforcement and sale of all or any portion of the
      Purchased Items, or from any other election of remedies. Seller recognizes
      that nonjudicial remedies are consistent with the usages of the trade, are
      responsive to commercial necessity and are the result of a bargain at
      arm's-length.

(d)   To the extent permitted by applicable law, Seller shall be liable to Buyer
      for interest on any amounts owing by Seller hereunder, from the date
      Seller becomes liable for such amounts hereunder until such amounts are
      (i) paid in full by Seller or (ii) satisfied in full by the exercise of
      Buyer's rights hereunder. Interest on any sum payable by Seller to Buyer
      under this paragraph 13(d) shall be at a rate equal to the Post-Default
      Rate.

14.   INDEMNIFICATION AND EXPENSES

(a)   Seller agrees to hold Buyer and 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 Indemnified Party against all liabilities, losses, damages,
      judgments, costs and expenses of any kind which may be imposed on,
      incurred by or asserted against such Indemnified Party (including
      counsel's fees and disbursements) (collectively, "Costs"), relating to or
      arising out of this Agreement, any other Repurchase Document or any
      transaction contemplated hereby or thereby, or any amendment, supplement
      or modification of, or any waiver or consent under or in respect of, this
      Agreement, any other Repurchase Document or any transaction contemplated
      hereby or thereby, that, in each case, results from anything other than
      the Indemnified Party's gross negligence or willful misconduct. Without
      limiting the generality of the foregoing, Seller agrees to hold any
      Indemnified Party


                                      -51-
<PAGE>

      harmless from and indemnify such Indemnified Party against all Costs with
      respect to all Mortgage Loans relating to or arising out of any violation
      or alleged violation of any environmental law, rule or regulation or any
      consumer credit laws, including without limitation the federal Truth in
      Lending Act and/or the federal Real Estate Settlement Procedures Act,
      that, in each case, results from anything other than the Indemnified
      Party's gross negligence or willful misconduct. In any suit, proceeding or
      action brought by an Indemnified Party in connection with any Mortgage
      Loan for any sum owing thereunder, or to enforce any provisions of any
      Mortgage Loan, Seller will save, indemnify and hold such Indemnified Party
      harmless from and against all expense, loss or damage suffered by reason
      of any defense, set-off, counterclaim, recoupment or reduction or
      liability whatsoever of the account debtor or obligor thereunder, arising
      out of a breach by Seller of any obligation thereunder or arising out of
      any other agreement, indebtedness or liability at any time owing to or in
      favor of such account debtor or obligor or its successors from Seller.
      Seller also agrees to reimburse an Indemnified Party as and when billed by
      such Indemnified Party for all the Indemnified Party's costs and expenses
      incurred in connection with the enforcement or the preservation of Buyer's
      rights under this Agreement, any other Repurchase Document or any
      transaction contemplated hereby or thereby, including without limitation
      the fees and disbursements of its counsel.

(b)   Seller agrees to pay as and when billed by Buyer all of the out-of-pocket
      costs and expenses (including legal fees and any costs associated with any
      upfront due diligence costs, including appraisals) incurred by Buyer in
      connection with the development, preparation and execution of, this
      Agreement, any other Repurchase Document or any other documents prepared
      in connection herewith or therewith. Seller agrees to pay as and when
      billed by Buyer all of the out-of-pocket costs and expenses incurred in
      connection with the consummation and administration of the transactions
      contemplated hereby and thereby including without limitation all fees,
      disbursements and expenses of counsel to Buyer which amount shall be
      deducted from the Purchase Price paid for the first Transaction hereunder
      and all initial set-up costs with the Custodian and the Disbursement
      Agent. Seller agrees to pay as and when billed by Buyer all of the
      out-of-pocket costs and expenses (including legal fees) incurred by Buyer
      in connection with the development, preparation and execution of any
      amendment, supplement or modification to this Agreement, any other
      Repurchase Document or any other documents prepared in connection
      therewith. Subject to the limitations set forth in Section 27, Seller
      agrees to pay Buyer all the out of pocket due diligence, inspection,
      appraisals, testing and review costs and expenses incurred by Buyer with
      respect to Mortgage Loans submitted by Seller for purchase under this
      Agreement, including, but not limited to, those out of pocket costs and
      expenses incurred by Buyer pursuant to Sections 24 and 27.

15.   RECORDING OF COMMUNICATIONS

      Buyer and Seller shall have the right (but not the obligation) from time
      to time to make or cause to be made tape recordings of communications
      between its employees and those of the other party with respect to
      Transactions upon notice to the other party of such recording. Buyer and
      Seller consent to the admissibility of such tape recordings in any court,
      arbitration, or other proceedings. The parties agree that a duly
      authenticated


                                      -52-
<PAGE>

      transcript of such a tape recording shall be deemed to be a writing
      conclusively evidencing the parties' agreement.

16.   SINGLE AGREEMENT

      Buyer and Seller acknowledge that, and have entered hereinto and will
      enter into each Transaction hereunder in consideration of and in reliance
      upon the fact that, all Transactions hereunder constitute a single
      business and contractual relationship and that each has been entered into
      in consideration of the other Transactions. Accordingly, each of Buyer and
      Seller agrees (i) to perform all of its obligations in respect of each
      Transaction hereunder, and that a default in the performance of any such
      obligations shall constitute a default by it in respect of all
      Transactions hereunder, (ii) that each of them shall be entitled to set
      off claims and apply property held by them in respect of any Transaction
      against obligations owing to them in respect of any other Transaction
      hereunder; (iii) that payments, deliveries, and other transfers made by
      either of them in respect of any Transaction shall be deemed to have been
      made in consideration of payments, deliveries, and other transfers in
      respect of any other Transactions hereunder, and the obligations to make
      any such payments, deliveries, and other transfers may be applied against
      each other and netted and (iv) to promptly provide notice to the other
      after any such set off or application.

17.   NOTICES AND OTHER COMMUNICATIONS

      Except as otherwise expressly permitted by this Agreement, all notices,
      requests and other communications provided for herein and under the
      Custodial and Disbursement Agreement (including without limitation any
      modifications of, or waivers, requests or consents under, this Agreement)
      shall be given or made in writing (including without limitation by email,
      telex or telecopy) delivered to the intended recipient at the "Address for
      Notices" specified below its name on the signature pages hereof or
      thereof); or, as to any party, at such other address as shall be
      designated by such party in a written notice to each other party. Except
      as otherwise provided in this Agreement and except for notices given under
      Section 3 (which shall be effective only on receipt), all such
      communications shall be deemed to have been duly given when transmitted by
      telecopy or personally delivered or, in the case of a mailed notice, upon
      receipt.

18.   ENTIRE AGREEMENT; SEVERABILITY

      This Agreement together with the other Repurchase Documents and the
      Account Agreement constitute the entire understanding between Buyer and
      Seller with respect to the subject matter it covers and shall supersede
      any existing agreements between the parties containing general terms and
      conditions for repurchase transactions involving Purchased Assets. By
      acceptance of this Agreement, Buyer and Seller acknowledge that they have
      not made, and are not relying upon, any statements, representations,
      promises or undertakings not contained in this Agreement or the other
      Repurchase Documents. Each provision and agreement herein shall be treated
      as separate and independent from any other provision or agreement herein
      and shall be enforceable notwithstanding the unenforceability of any such
      other provision or agreement.


                                      -53-
<PAGE>

19.   NON-ASSIGNABILITY

      The rights and obligations of the parties under this Agreement and under
      any Transaction shall not be assigned by Seller without the prior written
      consent of Buyer, and any attempted assignment without such consent shall
      be null and void. Subject to the foregoing, this Agreement and any
      Transactions shall be binding upon and shall inure to the benefit of the
      parties and their respective successors and assigns. Nothing in this
      Agreement express or implied, shall give to any person, other than the
      parties to this Agreement and their successors hereunder, any benefit of
      any legal or equitable right, power, remedy or claim under this Agreement.

20.   TERMINABILITY

      This Agreement may be terminated by Seller upon 30 days written notice to
      Buyer upon payment to Buyer of the Termination Fee except that this
      Agreement shall, notwithstanding termination, remain applicable to any
      Transaction then outstanding. Each representation and warranty made or
      deemed to be made by entering into a Transaction, herein or pursuant
      hereto shall survive the making of such representation and warranty, and
      Buyer shall not be deemed to have waived any Default that may arise
      because any such representation or warranty shall have proved to be false
      or misleading, notwithstanding that Buyer may have had notice or knowledge
      or reason to believe that such representation or warranty was false or
      misleading at the time the Transaction was made. Notwithstanding any such
      termination or the occurrence of an Event of Default, all of the
      representations and warranties and covenants hereunder shall continue and
      survive. The obligations of Seller under Section 14 and under this Section
      20 with respect to the payment of the Termination Fee shall survive the
      termination of this Agreement.

21.   GOVERNING LAW

      THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW
      PRINCIPLES.

22.   SUBMISSION TO JURISDICTION; WAIVERS

      EACH OF BUYER AND SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY:

      (A)   SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
            PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER REPURCHASE
            DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
            RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF THE COURTS
            OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, THE
            FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
            DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


                                      -54-
<PAGE>

      (B)   CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH
            COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION
            THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
            PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
            BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM
            THE SAME;

      (C)   AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY
            BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
            MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID,
            TO ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER
            ADDRESS OF WHICH BUYER SHALL HAVE BEEN NOTIFIED;

      (D)   AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE
            OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
            RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

      (E)   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, ANY OTHER REPURCHASE DOCUMENT OR THE
            TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

23.   NO WAIVERS, ETC.

      No failure on the part of Buyer to exercise and no delay in exercising,
      and no course of dealing with respect to, any right, power or privilege
      under any Repurchase Document shall operate as a waiver thereof, nor shall
      any single or partial exercise of any right, power or privilege under any
      Repurchase Document preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege. The remedies provided
      herein are cumulative and not exclusive of any remedies provided by law.
      An Event of Default shall be deemed to be continuing unless expressly
      waived by Buyer in writing.

24.   SERVICING

(a)   Seller covenants to maintain or cause the servicing of the Mortgage Loans
      to be maintained in conformity with accepted and prudent servicing
      practices in the industry for the same type of mortgage loans as the
      Mortgage Loans and in a manner at least equal in quality to the servicing
      Seller provides for mortgage loans which it owns. In the event that the
      preceding language is interpreted as constituting one or more servicing
      contracts, each such servicing contract shall terminate automatically upon
      the earliest of (i) an Event of Default, (ii) the date on which this
      Agreement terminates or (iii) the transfer of servicing approved by Buyer.


                                      -55-
<PAGE>

(b)   If the Mortgage Loans are serviced by Seller, Seller agrees that Buyer is
      the owner of all servicing records, including but not limited to any and
      all servicing agreements, files, documents, records, data bases, computer
      tapes, copies of computer tapes, proof of insurance coverage, insurance
      policies, appraisals, other closing documentation, payment history
      records, and any other records relating to or evidencing the servicing of
      the Mortgage Loans (the "Servicing Records"). Seller covenants to
      safeguard such Servicing Records and to deliver them promptly to Buyer or
      its designee (including Custodian) at Buyer's request.

(c)   If the Mortgage Loans are serviced by a person other than Seller (such
      third party the "Servicer"), Seller (i) shall, in accordance with Section
      (3)(b)(7), provide a copy of the servicing agreement to Buyer, which shall
      be in form and substance acceptable to Buyer (the "Servicing Agreement"),
      and shall provide a Servicer Notice to the Buyer substantially in the form
      of Exhibit VII hereto, fully executed by Seller and the Servicer; and (ii)
      hereby irrevocably assigns to Buyer and Buyer's successors and assigns all
      right, title and interest of Seller in, to and under, and the benefits of,
      any Servicing Agreement with respect to the Mortgage Loans. Seller agrees
      that no Person shall assume the servicing obligations with respect to the
      Mortgage Loans as successor to the Servicer unless such successor is
      approved in writing by Buyer prior to such assumption of servicing
      obligations.

(d)   If the servicer of the Mortgage Loans is Seller, upon the occurrence of an
      Event of Default, Buyer shall have the right to terminate the Seller as
      servicer of the Mortgage Loans and transfer servicing to Buyer's
      designated Servicer, at no cost or expense to Buyer, at any time
      thereafter. If the Servicer of the Mortgage Loans is not Seller, Buyer
      shall have the right, as contemplated in the applicable Servicer Notice,
      upon the occurrence of an Event of Default, to terminate any applicable
      Servicing Agreement and transfer servicing to Buyer's designated Servicer,
      at no cost or expense to Buyer, it being agreed that Seller will pay any
      and all fees required to terminate such Servicing Agreement and to
      effectuate the transfer of servicing Buyer's designated Servicer, as well
      as any servicing fees and expenses payable to such Servicer.

(e)   After the Purchase Date, until the repurchase of any Mortgage Loan, Seller
      will have no right to modify or alter the terms of such Mortgage Loan and
      Seller will have no obligation or right to repossess such Mortgage Loan or
      substitute another Mortgage Loan, in each case except as provided in the
      Custodial and Disbursement Agreement.

(f)   In the event Seller or its Affiliate is servicing the Mortgage Loans,
      Seller shall permit Buyer to inspect Seller's or its Affiliate's servicing
      facilities, as the case may be, for the purpose of satisfying Buyer that
      Seller or its Affiliate, as the case may be, has the ability to service
      the Mortgage Loans as provided in this Agreement.

25.   INTENT

(a)   The parties recognize that each Transaction is a "repurchase agreement" as
      that term is defined in Section 101 of Title 11 of the United States Code,
      as amended (except insofar as the type of Purchased Assets subject to such
      Transaction or the term of such


                                      -56-
<PAGE>

      Transaction would render such definition inapplicable), and a "securities
      contract" as that term is defined in Section 741 of Title 11 of the United
      States Code, as amended (except insofar as the type of Purchased Assets
      subject to such Transaction would render such definition inapplicable).

(b)   It is understood that either party's right to liquidate Purchased Assets
      delivered to it in connection with Transactions hereunder or to exercise
      any other remedies pursuant to Section 16 hereof is a contractual right to
      liquidate such Transaction as described in Sections 555 and 559 of Title
      11 of the United States Code, as amended.

(c)   The parties agree and acknowledge that if a party hereto is an "insured
      depository institution," as such term is defined in the Federal Deposit
      Insurance Act, as amended ("FDIA"), then each Transaction hereunder is a
      "qualified financial contract," as that term is defined in FDIA and any
      rules, orders or policy statements thereunder (except insofar as the type
      of Purchased Assets subject to such Transaction would render such
      definition inapplicable).

(d)   It is understood that this Agreement constitutes a "netting contract" as
      defined in and subject to Title IV of the Federal Deposit Insurance
      Corporation Improvement Act of 1991 ("FDICIA") and each payment
      entitlement and payment obligation under any Transaction hereunder shall
      constitute a "covered contractual payment entitlement" or "covered
      contractual payment obligation", respectively, as defined in and subject
      to FDICIA (except insofar as one or both of the parties is not a
      "financial institution" as that term is defined in FDICIA or regulations
      promulgated thereunder).

26.   PERIODIC DUE DILIGENCE REVIEW

      Seller acknowledges that Buyer has the right to perform continuing due
      diligence reviews with respect to the Mortgage Loans, for purposes of
      verifying compliance with the representations, warranties and
      specifications made hereunder, or otherwise, and Seller agrees that upon
      reasonable (but no less than one (1) Business Day's) prior notice unless
      an Event of Default shall have occurred, in which case no notice is
      required, to Seller, Buyer or its authorized representatives will be
      permitted during normal business hours to examine, inspect, and make
      copies and extracts of, the Mortgage Files and any and all documents,
      records, agreements, instruments or information relating to such Mortgage
      Loans in the possession or under the control of Seller and/or Custodian.
      Seller also shall make available to Buyer a knowledgeable financial or
      accounting officer for the purpose of answering questions respecting the
      Mortgage Files and the Mortgage Loans. Without limiting the generality of
      the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans
      from Seller based solely upon the information provided by Seller to Buyer
      in the Seller Asset Schedule and the representations, warranties and
      covenants contained herein, and that Buyer, at its option, has the right
      at any time to conduct a partial or complete due diligence review on some
      or all of the Mortgage Loans purchased in a Transaction, including without
      limitation ordering new credit reports and new appraisals on the related
      Mortgaged Properties and otherwise re-generating the information used to
      originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans
      itself or engage a mutually agreed upon third party underwriter to


                                      -57-
<PAGE>

      perform such underwriting. Seller agrees to cooperate with Buyer and any
      third party underwriter in connection with such underwriting, including,
      but not limited to, providing Buyer and any third party underwriter with
      access to any and all documents, records, agreements, instruments or
      information relating to such Mortgage Loans in the possession, or under
      the control, of Seller. Buyer shall pay all out-of-pocket costs and
      expenses incurred by Buyer in connection with Buyer's activities pursuant
      to this Section 26 ("Due Diligence Costs"); provided that,(i) in the event
      that a Default or an Event of Default shall have occurred or (ii) in the
      event that Buyer shall determine the need to confirm compliance with
      local, state or federal laws concerning the regulation of predatory
      lending practices, Seller shall reimburse Buyer for all Due Diligence
      Costs for any and all reasonable out-of-pocket costs and expenses incurred
      by Buyer in connection with Buyer's activities pursuant to this Section
      26.

27.   BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT

(a)   Seller hereby irrevocably constitutes and appoints Buyer and any officer
      or agent thereof, with full power of substitution, as its true and lawful
      attorney-in-fact with full irrevocable power and authority in the place
      and stead of Seller and in the name of Seller or in its own name, from
      time to time in Buyer's discretion, for the purpose of carrying out the
      terms of this Agreement, to take any and all appropriate action and to
      execute any and all documents and instruments which may be reasonably
      necessary or desirable to accomplish the purposes of this Agreement, and,
      without limiting the generality of the foregoing, Seller hereby gives
      Buyer the power and right, on behalf of Seller, without assent by, but
      with notice to, Seller, to do the following:

      (1)   in the name of Seller, or in its own name, or otherwise, to take
            possession of and endorse and collect any checks, drafts, notes,
            acceptances or other instruments for the payment of moneys due under
            any mortgage insurance or with respect to any other Purchased Items
            and to file any claim or to take any other action or proceeding in
            any court of law or equity or otherwise deemed appropriate by Buyer
            for the purpose of collecting any and all such moneys due under any
            such mortgage insurance or with respect to any other Purchased Items
            whenever payable;

      (2)   to pay or discharge taxes and Liens levied or placed on or
            threatened against the Purchased Items;

      (3)   (A) to direct any party liable for any payment under any Purchased
            Items to make payment of any and all moneys due or to become due
            thereunder directly to Buyer or as Buyer shall direct; (B) to ask or
            demand for, collect, receive payment of and receipt for, any and all
            moneys, claims and other amounts due or to become due at any time in
            respect of or arising out of any Purchased Items; (C) to sign and
            endorse any invoices, assignments, verifications, notices and other
            documents in connection with any Purchased Items; (D) to commence
            and prosecute any suits, actions or proceedings at law or in equity
            in any court of competent jurisdiction to collect the Purchased
            Items or any proceeds thereof and to enforce any other right in
            respect of any Purchased Items; (E) to defend any suit, action or
            proceeding


                                      -58-
<PAGE>

            brought against Seller with respect to any Purchased Items; (F) to
            settle, compromise or adjust any suit, action or proceeding
            described in clause (E) above and, in connection therewith, to give
            such discharges or releases as Buyer may deem appropriate; and (G)
            generally, to sell, transfer, pledge and make any agreement with
            respect to or otherwise deal with any Purchased Items as fully and
            completely as though Buyer were the absolute owner thereof for all
            purposes, and to do, at Buyer's option and Seller's expense, at any
            time, and from time to time, all acts and things which Buyer deems
            necessary to protect, preserve or realize upon the Purchased Items
            and Buyer's Liens thereon and to effect the intent of this
            Agreement, all as fully and effectively as such Seller might do;

      (4)   to direct the actions of Custodian with respect to the Purchased
            Items under the Custodial and Disbursement Agreement; and

      (5)   to execute, from time to time, in connection with any sale provided
            for in Section 13, any endorsements, assignments or other
            instruments of conveyance or transfer with respect to the Purchased
            Items.

      Seller hereby ratifies all that said attorneys shall lawfully do or cause
      to be done by virtue hereof. This power of attorney is a power coupled
      with an interest and shall be irrevocable.

(b)   The powers conferred on Buyer hereunder are solely to protect Buyer's
      interests in the Purchased Items and Purchase Assets and shall not impose
      any duty upon it to exercise any such powers. Buyer shall be accountable
      only for amounts that it actually receives as a result of the exercise of
      such powers, and neither it nor any of its officers, directors, employees
      or agents shall be responsible to Seller for any act or failure to act
      hereunder, except for its or their own gross negligence or willful
      misconduct.

28.         MISCELLANEOUS

(a)   If there is any conflict between the terms of this Agreement or any
      Transaction entered into hereunder and the Custodial and Disbursement
      Agreement, this Agreement shall prevail.

(b)   This Agreement may be executed in any number of counterparts, all of which
      taken together shall constitute one and the same instrument, and any of
      the parties hereto may execute this Agreement by signing any such
      counterpart.

(c)   The captions and headings appearing herein are for included solely for
      convenience of reference and are not intended to affect the interpretation
      of any provision of this Agreement.

(d)   Seller hereby acknowledges that:

      (1)   it has been advised by counsel in the negotiation, execution and
            delivery of this Agreement and the other Repurchase Documents;


                                      -59-
<PAGE>

      (2)   Buyer has no fiduciary relationship to Seller; and

      (3)   no joint venture exists between Buyer and Seller.

29.   CONFIDENTIALITY

      Seller hereby acknowledges and agrees that all information regarding the
      terms set forth in any of the Repurchase Documents or the Transactions
      contemplated thereby (the "Confidential Terms") shall be kept confidential
      by it, the Guarantor and the Buyer and shall not be divulged to any party
      without the prior written consent of such other party except to the extent
      that (i) it is necessary to do so in working with legal counsel, auditors,
      taxing authorities or other governmental agencies or regulatory bodies or
      in order to comply with any applicable federal or state laws, (ii) any of
      the Confidential Terms are in the public domain other than due to a breach
      of this covenant, (iii) in the event of a Default or an Event of Default,
      Buyer determines such information to be necessary or desirable to disclose
      in connection with the marketing and sales of the Purchased Assets or
      otherwise to enforce or exercise Buyer's rights hereunder or (iv) Buyer
      determines such disclosure to be necessary in connection with pledging,
      repledging, transferring, hypothecating, or rehypothecating the Purchased
      Assets and Purchased Items pursuant to Section 9 hereof. The provisions
      set forth in this Section 29 shall survive the termination of this
      Agreement for a period of one year following such termination.

30.   CONFLICTS

      In the event of any conflict between the terms of this Agreement, any
      other Repurchase Document and any Confirmation, the documents shall
      control in the following order of priority: first, the terms of the
      Confirmation shall prevail, then terms of this Agreement shall prevail,
      and then terms of the other Repurchase Documents shall prevail.

31.   SET-OFF

      In addition to any rights and remedies of Buyer provided by this Agreement
      and by law, Buyer shall have the right, without prior notice to Seller,
      any such notice being expressly waived by Seller to the extent permitted
      by applicable law, upon any amount becoming due and payable by Seller to
      Buyer hereunder or otherwise (whether at the stated maturity, by
      acceleration or otherwise) to set-off and appropriate and apply against
      such amount any and all monies and other property of Seller, any and all
      deposits (general or special, time or demand, provisional or final), in
      any currency, and any and all other credits, indebtedness or claims, in
      any currency, in each case whether direct or indirect, absolute or
      contingent, matured or unmatured, and in each case at any time held or
      owing by Buyer or any Affiliate thereof to or for the credit or the
      account of Seller. Buyer agrees promptly to notify Seller after any such
      set-off and application made by Buyer; provided that the failure to give
      such notice shall not affect the validity of such set-off and application.

                            [SIGNATURE PAGE FOLLOWS]


                                      -60-
<PAGE>

            IN WITNESS WHEREOF, the parties have entered into this Agreement as
of the date set forth above.


                                       BUYER:
                                       ------


                                       CDC MORTGAGE CAPITAL INC.



                                       By:  /s/ Anthony Malanga
                                          ------------------------------------
                                          Name:  Anthony Malanga
                                          Title: Managing Director

                                       By:  /s/ Kathy Lynch
                                          ------------------------------------
                                          Name:  Kathy Lynch
                                          Title: Vice President

Address for Notices:                      with a copy to:
-------------------

9 West 57th Street                        9 West 57th Street
New York, NY 10019                        New York, NY 10019
Attn:  Ray Sullivan                       Attn:  Al Zakes, Esq., General Counsel
                                          Telecopier No.: (212) 891-1922
Telecopier No.:  (212) 891-3347           Telephone No.:  (212) 891-6137
Telephone No.:   (212) 891-5815           Email:  albert.zakes@cdcixis-cmna.com
Email:  r.sullivan@cdcixis-cmna.com


<PAGE>

                                       SELLER:
                                       -------


                                       AMERICAN HOME MORTGAGE CORP.



                                       By:  /s/ Stephen A. Hozie
                                          ------------------------------------
                                          Name:  Stephen A. Hozie
                                          Title: EVP/CFO


                                       Address for Notices:
                                       -------------------
                                          520 Broadhollow Road,
                                          Melville, New York 11747
                                          Attn: Michael Strauss, President
                                          Telecopier No.: (516)620-1163
                                          Telephone No:  (516)620-1099
                                          Email:  mstrauss@americanhm.com

            The undersigned guarantor hereby consents and agrees to the
foregoing Amended and Restated Master Repurchase Agreement:


                                       AMERICAN HOME MORTGAGE HOLDINGS, INC.



                                       By:  /s/ Stephen A. Hozie
                                          ------------------------------------
                                          Name:  Stephen A. Hozie
                                          Title: EVP/CFO