Exhibit 10.2 Letter


    
      

    


    Exhibit
      10.2

    

       

      [SKY
        BANK
        LOGO] 

    

    


    Paul
      Colasono

    Chief
      Financial Officer

    Franklin
      Credit Management Corporation

    101
      Hudson Street

    Jersey
      City, NJ 07302

    


    RE:
      Rate
      Modifications                          August
      2,
      2006

    


    Paul,

    


    As
      a
      follow up to our recent conversations regarding certain terms of the various
      outstanding loan facilities by and between Sky Bank, Tribeca Lending Corporation
      (Tribeca) and Franklin Credit Management Corporation (FCMC) I would like to
      reiterate the details of our agreements. Specifically, the interest rate to
      be
      charged by Sky Bank for all debt existing as a result of FCMC or Tribeca
      facilities, excluding the portion of such debt that is shared by participants
      and subject to various participation agreements thereto, originated before
      July
      1, 2005 shall be lowered initially by at least 25 BP no later than October
      1,
      2006. This rate reduction will take place on September 1, 2006 if the Federal
      Reserve chooses to raise the federal funds rate by 25BP at its meeting on or
      about August 8, 2006. In the event that the Federal Reserve should raise the
      federal funds rate by 50BP at such meeting, a rate reduction of 50 BP shall
      take
      place on September l, 2006. If the Federal Reserve should choose to keep the
      federal funds rate at its current standard or decrease such rate at this
      meeting, the rate currently charged by Sky Bank shall remain unchanged until
      October 1, 2006 when it will decrease by 25BP.

    


    Furthermore,
      in addition to the rate reduction described above, Sky Bank shall lower the
      interest rate to be charged for all debt existing as a result of FCMC or Tribeca
      facilities, excluding the portion of such debt that is shared by participants
      and subject to various participation agreements thereto, originated before
      July
      1, 2005 by an additional 25 BP no later than January 1, 2007. This rate
      reduction will take place on October 1, 2006 if the Federal Reserve chooses
      to
      raise the federal funds rate by 25BP or more at its meeting on or about
      September 20, 2006. If the Federal Reserve should choose to keep the federal
      funds rate at its current standard or decrease such rate at this meeting, the
      rate currently charged by Sky Bank shall remain unchanged until January 1,
      2007
      when it will decrease by 25BP.
      

    


    In
      any
      event, the interest rate to be charged FCMC/ Tribeca on the above debt shall
      be
      reduced by no greater than a total of 50 BP.

    


    


    


    110
      East
      Main Street

    Specialty
      Lending

    Salineville,
      Ohio 43945

    Phone:
      (330) 679-2324

    Phone:
      (330) 679-0028

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    We
      agree
      that these new terms will go into effect immediately and that all other terms
      of
      the various debt facilities by and between Sky Bank and FCMC/Tribeca shall
      remain unchanged.

    


    As
      always, please feel free to contact me with questions.

    


    


    Regards,

    


    /s/
      Jerry S.
      Sutherin                      


    Jerry
      S.
      Sutherin

    Senior
      Vice President

    Sky
      Bank,
      Specialty Lending Group

    110
      East
      Main Street

    Salineville,
      OH 43945

    330-679-3859