EMPLOYMENT
      AGREEMENT

    ALEXANDER
      GORDON JARDIN

    


    


    This
      EMPLOYMENT AGREEMENT (“Agreement”), entered into on April 26, 2006, but
      effective as of the 1st day March, 2006, by and between Franklin Credit
      Management Corporation (“FCMC”) and Alexander Gordon Jardin
      (“Employee”).

    


    RECITALS

    


    A.        
      FCMC is a Corporation organized under the laws of the State of
      Delaware.

    


    B.        
      FCMC desires to employ Employee, and Employee desires to accept employment
      from
      FCMC.

    


    C.        
      The parties desire to record the arrangements made for such
      employment.

    


    AGREEMENT

    


    IT
      IS,
      THEREFORE, AGREED:

    


    1.         
      Definitions: For the purposes of this Agreement, the following capitalized
      terms
      shall have the following meanings:

    


    a.        
      Company
      shall
      mean Franklin Credit Management Corporation and its subsidiaries from time
      to
      time.

    


    b.        
      Employee
      shall
      mean Alexander Gordon Jardin.

    


    c.        
      Competitor
      shall
      mean any person, company, firm or corporation which: (1) actually competes
      with
      the Company or its affiliates in the acquisition, origination, servicing and
      resolution of performing, sub-performing, and nonperforming residential mortgage
      loan and residential real estate; (2) is engaged in a business in which the
      Company or its affiliates are principally engaged; or (3) is engaged in a
      business which the Company or its affiliates have at the date of Employee’s
      termination of employment reasonably certain plans to principally engage within
      twelve months of the Employee’s termination (collectively, “Business of the
      Company”).

    


    d.        
      Change
      in Control
      shall
      mean the occurrence of one or more of the following events:

    


    (1)      
      If (i) any “person”(as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as
      defined in Rule 13d-3 under said Act), directly or indirectly, of securities
      of
      FCMC representing twenty percent (20%) or more of the total voting power
      represented by FCMC’s then outstanding voting securities who is not already such
      as of the date of this Agreement, and (ii) Thomas J. Axon, members of Mr. Axon’s
      family, and entities in which Mr. Axon has an interest (“TIA”) shall have
      beneficial ownership of less than twenty percent (20%) or more of the total
      voting power represented by FCMC’s then outstanding voting
      securities;

    



    
      
         

      

      
        -
          1
          -

        
          

        

      

      
         

      

    


    (2)      
      The consummation of a tender or exchange offer; one or more contested elections
      related to the election of directors of the FCMC; a reorganization, merger
      or
      consolidation, or the acquisition of assets of another corporation, or any
      combination of the foregoing transactions (each, a “Business Combination”),
      which results in a change in the composition of the Board of FCMC (the “Board”),
      as a result of which fewer than fifty percent (50%)
      of the
      directors are Incumbent Directors.

    


    (3)      
      FCMC’s shares shall cease to be registered under Section 12(b) or 12(g) under
      the Securities Exchange Act of 1934, as amended.; or,

    


    (4)      
      A sale or other disposition of all or substantially all of the assets of the
      FCMC. 

    


    


    Notwithstanding
      the foregoing, a “Change of Control” shall not be deemed to have occurred if the
      Company files for bankruptcy protection, or if a petition for involuntary relief
      is filed against the Company.

    


    e.         
      Incumbent
      Directors
      shall
      mean directors who either (A) are directors of the Company as of the date hereof
      or (B) are elected, or nominated for election, to the Board with the affirmative
      votes of at least a majority of those directors, or if such determination is
      being made by a committee of the Board of directors, a majority of the directors
      on such committee, whose election or nomination was not in connection with
      any
      transaction described in subsections (1) or (2) of Section 1(e) or in connection
      with an actual or threatened proxy contest relating to the election of directors
      of the Company.

    


    f.        
      Board
      of Directors
      shall
      mean the Board of Directors of the Company or any committee of the Board of
      Directors that is then charged with making compensation decisions with respect
      to the Employee. 

    


    2.       
      Employment/Term.
      Effective March 1, 2006, FCMC hereby employs Employee. The Employee shall be
      appointed Chief Executive Officer by the Board of Directors effective promptly
      on or after April 26, 2006. The term of employment shall be for the period
      of
      five (5) years commencing March 1, 2006, unless terminated sooner pursuant
      to
      the provision of Section 11 of this Agreement.

    


    a.        
      Place of Employment.
      During
      the term of employment, Employee shall be based at FCMC’s principal executive
      offices, which shall be in the New York City metropolitan area (including the
      surrounding area of New Jersey) (NYC), subject to reasonable travel required
      in
      the performance of Employee’s duties.

    



    
      
         

      

      
        -
          2
          -

        
          

        

      

      
         

      

    


    3.         
      Duties
      and Authority.
      The
      responsibilities of Employee shall include management, control, administration,
      and operation of the following aspects of the business and affairs of the
      Company:

    


    a.  
      Employee’s duties shall include those duties normally customarily associated
      with the position of CEO. Without limitation, Employee shall be responsible
      for
      the general and active management of the affairs of the Company, including
      but
      not limited to (i) supervision and evaluation of the Company and its staff;
      (ii)
      developing, implementing and reviewing strategic plans for each business
      segment; (iii) developing operating budgets for each business segment; (iv)
      review and oversight of regulatory issues and compliance; (v) oversight of
      information technology including management information systems; (vi)
      responsibility for management reporting and financial reporting
      packages.

    


    b.        
      Employee shall report directly to the Board and the Chairman. All employees
      of
      the Company, other than the President and the Chairman of the Board shall report
      directly or indirectly to the Employee; and,

    


    c.        
      Employee shall submit to the Board of Directors from time to time such
      recommendations and information concerning any phase of Company policy or
      administration as may seem necessary to Employee to be in the best interests
      of
      the Company.

               
      

    4.         
      Compensation.
      FCMC
      shall pay to Employee the following

    compensation:

    


    a.        
      Salary.
      Employee shall receive an initial annual salary of $325,000, payable on a
      semimonthly basis, which annual salary may be adjusted upward (but not downward)
      by the Board of Directors.

    


    b.        
      Bonuses.
      In
      addition to the salary set forth above, Employee shall receive an annual
      bonus.  For the year ending December 31, 2006, the targeted bonus shall be
      2.5% of net income.  Notwithstanding the forgoing, the actual bonus for the
      year ending December 31, 2006 shall be subject to the reasonable discretion
      of
      the Board of Directors. The Employee’s bonus for each year will be determined
      and paid on or before May 1 of the following calendar year.

    


    (1)        
      In the event Employee’s employment with FCMC ends on any date other than
      December 31 of a fiscal year, Employee’s bonus for such fiscal year shall be
      determined in a manner consistent with the prior paragraph, subject however
      to
      prorating the number of months (full and partial) he was employed during such
      fiscal year.

    



    
      
         

      

      
        -
          3
          -

        
          

        

      

      
         

      

    


    (2) Employee
      shall receive a signing bonus of Twenty-five Thousand ($25,000) dollars on
      execution of this Agreement. 

    


    c.        
      Stock.
      After
      approval at our 2006 annual meeting of a plan in which restricted stock may
      be
      granted and registration of the shares under such plan under the Securities
      Act
      of 1933 as additional compensation for services provided under this agreement,
      Employee shall be granted (the date of such grant being the “Grant Date”)
      100,000 shares of restricted common stock of the FCMC (the “Restricted Award”)
      pursuant to a Restricted Stock Grant Agreement under such plan. On the Grant
      Date, none of the Restricted Award shall be vested. The Restricted Award shall
      vest on the following schedule:

    


    10,000
      shares on the Grant Date

    5,000
      shares on each of July 1; October 1 2006; January 1; April 1, 2007;

    5,000
      shares on each of July 1; October 1, 2007; January 1; April 1,
      2008;

    6,250
      shares on each of July 1; October 1, 2008; January 1; April 1,
      2009;

    6,250 shares
      on
      each of July 1; October 1, 2009; January 1; April 1, 2010.

    


    (1)        
      Employee acknowledges that the shares subject to the Restricted Award shall
      be
      restricted stock and subject to restrictions imposed by Federal and/or State
      securities laws.

    


    (2)        
      The Restricted Award is subject to forfeiture to the extent that it has not
      become vested and nonforfeitable in accordance with the vesting schedule set
      forth above. Except as provided in subsection (c)(3) of this Section or Section
      13, in the event that Employee’s employment by FCMC terminates prior to any of
      the vesting dates set forth in this subsection, any portion of the Restricted
      Award that has not become vested and nonforfeitable on or prior to the date
      of
      such termination shall be forfeited.

    


    (3)        
      In the event of a Change of Control, during the term hereof, the entire
      Restricted Award shall immediately become fully vested and
      nonforfeitable.

    


    (4)        
      Employee will make an election under Section 83(b) of the Internal Revenue
      Code
      of 1986, as amended, with regard to the shares subject to the Restricted Award.
      FCMC shall reimburse Employee on a grossed up basis for any taxes resulting
      from
      Employee having made such election at Employee’s incremental tax rate (covering
      Social Security, and all applicable state, local, and federal
      taxes).

    


    (5)        
      Employee shall have registration rights with respect to the Restricted Award
      as
      set forth in the Registration Rights Agreement that is made effective, as of
      the
      Grant Date.

    


    (6)        
      Purchase
      of Shares.
      FCMC
      will grant Employee an option to purchase up to 20,000 shares of common stock
      of
      FCMC at a per share price equal to the market price of such shares at the date
      of the grant, which option shall expire on April 1, 2007. Such option will
      be
      fully vested at the date of grant. 

    



    
      
         

      

      
        -
          4
          -

        
          

        

      

      
         

      

    


     

    5.         
      Certain
      Benefits.

    


    a.        
      Vacation
      and other benefits.
      During
      each twelve-month period that Employee is employed by FCMC, Employee shall
      be
      entitled to four weeks (i.e., twenty days) of paid vacation plus regular
      personal days and holidays in accordance with the policies of FCMC. Up to five
      (5)
      unused
      vacation days can be accrued or aggregated from one twelve-month period to
      the
      next. In addition, Employee shall be entitled to participate in all present
      and
      future benefit plans and/or fringe benefits provided by FCMC to its other
      executive officers.

    


    b.        
      Car
      Allowance.
      Throughout the term of employment, Employee shall receive a car allowance of
      $1,000 per month to cover purchase or lease expense of vehicle, gas,
      maintenance, insurance and parking. Employee shall also receive a paid parking
      space in the vicinity of the Company’s offices.

    


    c.        
      Expense
      Reimbursements.
      Employee is authorized to incur reasonable, ordinary and necessary expenses
      in
      carrying out his duties and responsibilities under this Agreement, including,
      without limitation, annual professional dues, expenses for travel, business
      entertainment and similar items related to such duties and responsibilities.
      FCMC will reimburse Employee for all such expenses upon presentation by Employee
      from time to time of appropriately itemized and documented accounts of such
      expenditures, consistent with the FCMC’s policy.

    


    d.        
      Legal
      Reimbursement.
      FCMC
      shall reimburse Employee for his legal costs incurred in connection with this
      Agreement and related matters.

    


    6.         
      Moving
      Expenses.

    


    a.        
      FCMC shall provide Employee temporary housing in the New York City metropolitan
      area (NYC) for up to 90 days from date of employment. FCMC will manage the
      process of finding suitable housing.

    


    b.        
      FCMC shall reimburse Employee for two house hunting trips to NYC for Patricia
      Jardin, utilizing cost-effective airfare and ground transportation.

    


    c.        
      FCMC shall reimburse Employee for bi-monthly trips to Kansas City during the
      90
      day interim housing period, utilizing cost-effective airfare and ground
      transportation.

    


    d.        
      FCMC shall pay the initial costs associated with renting an apartment in the
      NYC
      metropolitan area; including, but not limited broker fees, legal costs to review
      a lease and similar items; but excluding rental payments, security deposit,
      tenant improvements and similar items.

    



    
      
         

      

      
        -
          5
          -

        
          

        

      

      
         

      

    


    e.        
      FCMC shall pay for the movement and temporary storage (for up to 60 days) of
      the
      household goods of Employee and members of his household.

    


    f. FCMC
      shall pay for the travel expenses to move Employee and members of his household
      to NYC.

    


    g.        
      FCMC shall reimburse Employee for reasonable other moving expenses upon
      submission of an itemized list.

    


    h.        
      FCMC shall reimburse Employee for costs associated with the closing of the
      sale
      of the residence in Kansas City. That includes broker fees paid and other
      reasonable costs to be submitted to FCMC. This assumes a house sale price of
      approximately $1,000,000.

    


    i.      
      FCMC
      shall pay Employee an amount necessary to gross up the non-deductible moving
      expenses at Employee’s incremental tax rate (covering Social Security, and all
      applicable State, Local, and Federal Taxes).

    


    7.         
      Acknowledgments.
      The
      Company conducts its Business in both the New York City metropolitan area and
      on
      a national basis. Employee acknowledges that:

    


    a.        
      The Company’s services are highly specialized;

     

    b.        
      The Company has a proprietary interest in its methods and processes;
and,  

     

    c.         
      Documents and other information regarding The Company’s methods, pricing, costs,
      suppliers, customers, and other proprietary business information are highly
      confidential and constitute trade secrets.

    


    8.         
      Trade
      secrets and confidential information.
      During
      the term of this Agreement, Employee may have access to, and become familiar
      with, various trade secrets and confidential information belonging to FCMC,
      its
      subsidiaries or affiliates. Employee acknowledges that such confidential
      information and trade secrets are owned and shall continue to be owned solely
      by
      FCMC, its subsidiaries or affiliates. During the term of his employment and
      thereafter, regardless of whether termination is initiated by FCMC or Employee,
      Employee agrees not to use, communicate, reveal or otherwise make available
      such
      information for any purpose whatsoever, or to divulge such information to any
      person, partnership, corporation or entity other than the Company or persons
      expressly designated by the Company, unless Employee is compelled to disclose
      it
      by judicial process.

    



    
      
         

      

      
        -
          6
          -

        
          

        

      

      
         

      

    


    9.         
      Restrictive
      covenants.

    


    a.         
      Full-time
      Employment.
      During
      the period of his employment, Employee shall not, directly or indirectly, alone
      or as a member of any partnership, or as an officer, director, shareholder,
      or
      employee of any corporation, engage in or be concerned with any other paid
      employment, except as otherwise authorized in writing by FCMC. Notwithstanding
      the foregoing, nothing herein shall preclude Employee from participating in
      charitable, educational, religious and community affairs and organizations,
      from
      serving as a member of the board of directors of a corporation (so long as
      such
      corporation does not compete directly or indirectly with the Company and is
      not
      otherwise involved in the purchase and/or sell of sub-prime loans), from
      managing personal investments made by him, and leasing and managing any
      investment property including his principal residence.

    


    b.         
      Non-competition.
      Employee agrees that:

    


    (1)       
      During the period of Employee’s employment by FCMC, Employee will not accept
      employment with, or act as a consultant, contractor, advisor, or in any other
      capacity for, a Competitor, or enter into competition with the Company, its
      subsidiaries or affiliates, with regard to the Business of Company either by
      himself or through any entity owned or managed in whole or in part by Employee,
      and Employee shall not make any preparations to compete with the Company with
      regard to the Business of Company.

    


    (2)       
      During the term of this Agreement and for a period of nine (9) months after
      termination of Employee’s employment by FCMC for any reason, regardless of
      whether the termination is initiated by FCMC or Employee, Employee shall not
      solicit or make, or cause to make, any offer of employment to any employee
      of
      the Company, it subsidiaries or affiliates, for the purpose of inducing such
      employee to terminate his or her employment with the Company, or its
      subsidiaries or affiliates.

    


    (3)       
      For a period of twelve (12) months after termination of Employee’s employment
      for any reason, regardless of whether the termination is initiated by FCMC
      or
      Employee, or for a period of time equal to the length  of
      Employee’s employment with FCMC if such tenure is less than twelve (12) months,
      Employee will not, directly or indirectly, solicit for the purchase or sale
      of
      financial assets any person, company, firm, or corporation from whom the Company
      purchased financial assets or to whom the Company sold assets originated by
      the
      Company during the last twelve (12) months of Employee’s employment or during
      the period of Employee’s employment with FCMC if such tenure is less than twelve
      (12) months. Employee agrees not to so solicit such customers on behalf of
      himself or any other person, firm, company, or corporation, if such solicitation
      is for the purchase or sale of the same or similar types of financial assets
      purchased or sold by the Company.

    


    c.        
      The parties have attempted to limit Employee’s right to compete only to the
      extent necessary to protect the Company from unfair competition. The parties
      recognize, however, that reasonable people may differ in making such a
      determination. Consequently, the parties hereby agree that, if the scope or
      enforceability of the restrictive covenant is in any way disputed at any time,
      a
      court or other trier of fact may modify and enforce the covenant to the extent
      that it believes the covenant is reasonable under the circumstances existing
      at
      that time.

    



    
      
         

      

      
        -
          7
          -

        
          

        

      

      
         

      

    


    d.        
      Employee further acknowledges that each of the covenants set forth in this
      Section is reasonable and necessary for the protection of FCMC business
      interests, that irreparably injury will result to FCMC if Employee breaches
      any
      of the terms of said covenants, and that in the event of Employee’s actual or
      threatened breach of any such covenants, FCMC will have no adequate remedy
      at
      law.

    


    10.       
      Remedies.
      Employee acknowledges that: (1) compliance with Sections 8 and 9 herein is
      necessary to protect FCMC’s business and good will; (2) a breach of those
      Sections will irreparably and continually damage FCMC; and (3) an award of
      money
      damages will not be adequate to remedy such harm. Consequently, Employee agrees
      that, in the event he breaches or threatens to breach any of these covenants,
      FCMC shall be entitled to both: (1) a preliminary or permanent injunction in
      order to prevent the continuation of such harm; and (2) money damages, insofar
      as they can be determined, including, without limitation, all reasonable costs
      and attorneys’ fees incurred by the 

    FCMC
      in
      enforcing the provisions of this Agreement if FCMC is successful in establishing
      Employee’s breach of these covenants. Nothing in this Agreement, however, shall
      prohibit FCMC from also pursuing any other remedy.

    


    11.       
      Termination.

    


    a.        
      Termination
      by Either Party.
      Either
      party may terminate Employee’s employment “without cause” by giving thirty (30)
      days prior written notice to the other.

    


    b.        
      Termination
      by FCMC.
      Employee’s employment may be terminated by the Company “for cause” if
      he:

    


    (1)       
      continually fails or refuses to perform one or more of his material assigned
      duties to the Company;

    


    (2)       
      continually fails or refuses to comply with one or more policies of the
      Company;

    


    (3)       
      breaches any of the material terms of this Agreement; or,

    


    (4)       
      commits any criminal, fraudulent or dishonest act related to his employment
      (other than a dispute relating to the unintentional erroneous reporting of
      an
      immaterial amount as an expense) relating to FCMC or any of its assets or
      opportunities;

    



    
      
         

      

      
        -
          8
          -

        
          

        

      

      
         

      

    


    Notwithstanding
      the forgoing, FCMC shall not be entitled to terminate Employee for cause under
      subsections (1), (2) or (3) of this subsection unless: (i) Employee has been
      given written notice describing in reasonable detail the alleged breaches and
      stating that such breaches are grounds for termination for cause under this
      Section, and (ii) Employee fails to cure such breaches within ten (10) days
      after receipt of such notice.

    


    In
      the
      event that FCMC terminates Employee for cause pursuant to the provisions of
      this
      subsection and it is later determined by a court of competent jurisdiction
      that
      such cause did not exist, Employee’s termination shall be deemed to be a
      termination by the Company without cause. In such event: (I) Employee shall
      be
      entitled to receive Severance pursuant to the terms of this Agreement as if
      the
      termination was made by FCMC without cause, and (2) the entire Restricted Award
      shall become fully vested and nonforfeitable.

    


    c.        
      Termination
      by Employee.
      Employee shall have the right to terminate his employment for “good reason.” For
      the purposes of this Agreement, good reason shall be limited to the
      following:

    


    (1)       
      FCMC transfers the place of Employee’s employment in violation of Section 2 (a)
      of this Agreement;

    


    (2)       
      FCMC breaches any of the material terms of Sections 2, 4, 5
      or
      6 of
      this Agreement or the Company knowingly misrepresented or failed to disclose
      to
      Employee a material financial, regulatory or legal matter of, or involving,
      the
      Company prior to the execution of this Agreement of which Employee did not
      have
      knowledge;

    


    (3)       
      Any material diminution by FCMC of Employee’s duties or responsibilities, except
      in connection with the termination of Employee’s employment by FCMC, as a result
      of permanent disability, or as a result of Employee’s death;

    


    (4)       
      Employee is requested by FCMC to act in an unethical or illegal manner
      or

    


    (5)       
      Employee is removed as CEO, President or Director of the Company. 

    


    


    Notwithstanding
      the forgoing, Employee shall not be entitled to terminate his employment for
      good reason under subsection (4) of this subsection: (i) unless Employee has
      given FCMC reasonable written notice of the act, or failure to act, which
      Employee contends is unethical or illegal, or (ii) if FCMC has obtained an
      opinion of counsel opining that Employee has not been requested to act or fail
      to act in an unethical or illegal manner, or (iii) if FCMC fails to cure such
      breach within ten (10) days.

    



    
      
         

      

      
        -
          9
          -

        
          

        

      

      
         

      

    


    d.        
      Termination
      Due to Incapacity.
      In the
      event Employee is unable to perform his material duties because of illness
      or
      disability for a continuous period of 120 days in any twelve month period,
      FCMC
      may terminate this Agreement without further notice.

    


    e.        
      Termination
      Due to Death.
      This
      Agreement shall terminate upon the death of Employee, subject to the rights
      and
      obligations of each party contained herein.

    


    12.       
      Severance.

    


    a.        
      Conditions
      under which Severance is Paid.

    


    (1)       
      Termination
      for Cause.
      In the
      event that FCMC terminates Employee’s employment for cause, the Employee shall
      receive nothing other than any accrued salary, payment for accrued but unused
      vacation time, and reimbursement of expenses already incurred under Sections
      5
      and/or
      6
      hereof. Any portion of the Restricted Award that has not become vested and
      nonforfeitable on or prior to the date of such termination shall be
      forfeited.

    


    (2)     
      Termination
      Without Cause.
      In the
      event that FCMC terminates Employee’s employment without cause, the Employee
      shall receive the severance pay provided in subsection (b) of this Section
      in
      addition to any accrued salary, accrued bonus, payment for accrued but unused
      vacation time, and reimbursement of expenses already incurred under Sections
      5.
      and/or
      6
      hereof.   Any portion of the Restricted Award that has not become
      vested and nonforfeitable on or prior to the date of such termination shall
      be
      forfeited.

                                            

    (3)     
      Termination
      by Employee.
      In the
      event Employee

    terminates
      his employment without good reason, the Employee shall receive nothing other
      than any accrued salary, accrued bonus, payment for accrued but unused
      vacation

    time,
      and
      reimbursement of expenses already incurred under Sections 5
      and/or
      6
      hereof. Any portion of the Restricted Award that has not become vested and
      nonforfeitable on or prior to the date of such termination shall be
      forfeited.

    


    (4)       
      Termination
      by Employee for Good Reason.
      In the
      event Employee terminates his employment with good reason, Employee shall
      receive the 
      severance
      pay provided in subsection (b) of this Section in addition to any accrued
      salary, accrued bonus, payment for accrued but unused vacation time, and
      reimbursement of expenses already incurred under Section 5 and/or
      6
      hereof.

    


    (5)
      Termination
      following Change in Control.
      In the
      event Employee’s employment is terminated (either by the Company or .
      by
      Employee) following a Change in Control, Employee shall receive the severance
      pay provided in subsection (b) of this Section. Notwithstanding the forgoing,
      this subsection shall not apply to a termination of Employee for cause,
      following a Change in Control.

    



    
      
         

      

      
        -
          10
          -

        
          

        

      

      
         

      

    


    (6)
      Death
      or Disability.
      In the
      event of Employee’s death or disability under Section 11 above, Employee or his
      estate shall receive the severance pay provided in subsection (b) of this
      Section in addition to any accrued salary, accrued bonus, payment for accrued
      but unused vacation time and reimbursement of expenses already incurred under
      Section 5 and/or 6 hereof. In addition, in the event of Employee’s death or
      disability under Section 11 above, the entire Restricted Award shall immediately
      become fully vested and nonforfeitable.

    


    b.         
      Amount
      of Severance.
      To the
      extent severance is payable to Employee pursuant to subsection (a) of this
      Section, Employee shall be entitled to receive the severance payments provided
      for in subparts (1), (2) and (3) of this subsection:

    


    (1)       
      Vacation;
      Bonus.
      Employee shall be paid by FCMC in a lump sum in respect of all accrued and
      unused vacation within ten days after termination of employment in an amount
      based on Employee’s current base salary.

    


    (2)       
      Employee
      shall be
      paid a prorated bonus determined by, or consistent with Section 4 hereof. Such
      bonus shall be paid at the later of six months after termination of the
      Agreement or the date provided under the date of Section 4. 

    


    (3)       
      Additional
      Lump Sum Payment.
      Employee shall be entitled to receive payment, in a lump sum payable six months
      after the termination of the Agreement, in the following amounts:

    


    (i) 
      if the termination occurs prior to January 1, 2007     
$225,000;

    


    (ii) 
      if the termination occurs on or after January 1, 2007 —
      $225,000
      plus $13,542 for each month (or partial month) of employment with FCMC after
      December 31, 2006. However, in no event shall the amount paid pursuant to this
      subsection exceed Employee’s salary as of the date of such termination plus an
      amount equal to the value of Employee’s total benefits for the prior twelve (12)
      month period, as of the date of such termination.

    


    c.         
      Effect
      of Severance Payments.
      The
      severance payments set forth in this Section are payments made as liquidated
      damages and not as a penalty. In the event Employee’s employment is terminated
      and Employee is not entitled to severance in accordance with subsection (a)
      of
      this Section, Employee shall be entitled to no further compensation or payments
      from FCMC, except as set forth above.

    


    d.         
      Cooperation.
      On
      termination of employment with FCMC, Employee shall provide FCMC a written
      resignation from all positions with the Company, its subsidiaries and
      affiliates, and any other documents that the Company may need to effectuate
      severance of the relationship and to forfeit any unvested portion of the
      Restricted Award.

    



    
      
         

      

      
        -
          11
          -

        
          

        

      

      
         

      

    


    13.       
      Effect
      of Termination.
      Notwithstanding any other provision of this Agreement (including but not limited
      to Section 12(a)(6), related to Death and Disability, and Section 4(c)(3),
      related to Change in Control), in the event Employee’s employment is terminated
      pursuant to Section 11 of this Agreement by Employee for good reason, then
      any
      unvested portion of the Restricted Award under Section 4(c) shall immediately
      vest and become nonforfeitable.

    


    14.       
      Return
      of the Company Property.
      On
      termination of employment, Employee shall return to FCMC all keys,
      correspondence, contracts, reports, price lists, manuals, forms, mailing lists,
      customer lists, advertising materials, ledgers, supplies, equipment, checks,
      petty cash and all documents of any form relating to the Business of the Company
      or its subsidiaries or affiliates in his possession or control.

    


    15.       
      Notice.
      Any
      notice required to be given hereunder shall be in writing sent by registered
      mail, return receipt requested, to FCMC at 101 Hudson Street, Jersey City,
      New
      Jersey 07302, Attention Thomas J. Axon, and to Employee at the address contained
      in the personal records of FCMC or to such changed address as a party may
      designate by like notice to the other party. The effective date of such notice
      shall be its mailing date.

    


    16.       
      Entire
      Agreement.
      This
      Agreement supersedes all agreements previously made by the parties relating
      to
      its subject matter. There are no other understandings or agreements between
      the
      parties relating to the subject matter of this Agreement.

    


    17.       
      No
      Violation or Default.
      Employee hereby represents and warrants that the execution of this Agreement
      by
      him will not violate the provisions of or constitute a default under any other
      agreement or arrangement to which—Employee is party or otherwise
      bound.

    


    18.       
      Indemnification.
      FCMC
      shall indemnify Employee in Employee’s capacity as an officer and director, if
      and as applicably, under the terms and conditions of the agreement in place
      between the Company and its other Officers and Directors (including but not
      limited to the FCMC’s Certificate of Incorporation), which may be revised from
      time to time.

    


    19.       
      Non-Waiver.
      No
      delay or failure by either party to exercise any right under this Agreement,
      and
      no partial or single exercise under it, shall constitute a waiver of that or
      any
      other right.

    


    20.       
      Headings.
      Headings in this Agreement are for convenience only and shall not be used to
      interpret or construe its provisions.

    


    21.       
      Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of New York.

    



    
      
         

      

      
        -
          12
          -

        
          

        

      

      
         

      

    


    22.       
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument.

    


    23.       
      Binding
      Effect.
      The
      provisions of this Agreement shall be binding upon and inure to the benefits
      of
      each of the parties and theft respective successors and assigns.

    


    24.       
      Tax
      Gross Up.
      Employee shall receive any series of tax “gross up” payments necessary in order
      to fully defray any and all federal, state, and local taxes, from whatsoever
      jurisdictions, that Employee may recognize or incur as a result of the payments,
      benefits, or other income items referenced in Sections 4(c)(4) and 6(i), and
      to
      defray all such taxes on such payments themselves, so as to equalize such taxes
      and avoid Employee having to be out-of-pocket or otherwise bear such taxes
      himself. Both parties agree to negotiate in good faith any changes to this
      Agreement as may be reasonably necessary to avoid any of the compensation of
      the
      Employee being determined to be deferred compensation and thereby subjecting
      any
      of the parties to excise taxes or other penalties under the American Jobs
      Creation Act of 2004, and any regulations promulgated thereunder.

    


    25.       
      Survival.
      All
      rights of either party hereunder that by their terms are intended to survive
      termination of employment, (including without limitation Employee’s rights to
      severance compensation, continuing benefits, indemnification, tax gross up,
      and
      for reimbursement for expenses validly incurred prior to termination), shall
      survive the termination or non-renewal of Employee’s employment
      hereunder.

    


    IN
      WITNESS WHEREOF, the parties hereto have signed this Agreement on April 26,
      2006, effective as of March 1, 2006.

    


    
      	 	
              EMPLOYEE:

            
	 	 
	 	
              ________________________________

            
	 	
              Alexander
                Gordon Jardin

            
	 	 
	 	
              FCMC:

            
	 	
              Franklin
                Credit Management Corporation

            
	 	 
	 	
              By:______________________________

            
	 	
              Name:
                Thomas J. Axon

            
	 	
              Title:
                Chairman

            


    

    


    


    
      
         

      

      
        -
          13
          -