1.

GMACB is engaged, among other things, in the business of originating, purchasing and selling residential mortgage loans.

2.

Broker, through its direct lending channel and through its “ditech” brand channel, is engaged, among other things, in the business of assisting prospective borrowers in obtaining residential first and second mortgage loan financing from lenders.

3.

The parties to this Agreement wish to establish an exclusive relationship whereby Broker will perform origination services and submit loan application packages for first and second lien 1-4 family residential mortgage financing (each, an “Application”) on behalf of Brokers’ customers (“Borrowers”) to GMACB for loan approval determination and possible funding by GMACB, and upon such terms and conditions as set forth in this Agreement and in the GMAC Bank Broker Lending Manual, product guidelines, rate sheets and written updates or bulletins provided by GMACB and amended from time to time (collectively the “Broker Manual”) which is made a part of this Agreement and incorporated herein as if set forth at length.

4.

GMACB and the Broker intend that this Agreement comply with the requirements of Sections 23A and 23B of the Federal Reserve Act, 12 U.S.C. §§221 et. seq . and its implementing regulation, 12 C.F.R. §§223.1 et. seq . (“Regulation W”).

5.

GMACB and the Broker agree that they are “affiliates” for purposes of Sections 23A and 23B of the Federal Reserve Act, as that term is defined in Regulation W Section 223.2.

6.

It is the intention of the parties to establish this Agreement to govern the respective rights, duties and obligations of the parties.

1.

TERM

A.

The term of this Agreement shall commence on the date set forth above and shall continue until terminated by either party (1) at any time upon delivery of thirty (30) days advance written notice to the other party; or (2) immediately upon giving written notice to the other party in the event of a breach by such other party of a representation or warranty contained in Sections 5.A. or 5.C., as applicable, of this Agreement. Termination shall not affect the obligations of either party with respect to Sections 6, 7, 9, and 14 and Exhibit B attached hereto.

B.

In addition, GMACB shall have the right to terminate this Agreement immediately by notice in writing to Broker in the event of any of the following:

1.

Broker defaults in any of its obligations under this Agreement or any other agreements between Broker and GMACB, and such default is not cured within thirty (30) business days after notice to Broker of such default;

2.

Broker fails to act in accordance with the terms and conditions of this Agreement and the Broker Manual;

3.

Broker shall initiate or suffer any proceedings of insolvency or reorganization under the bankruptcy code, or other federal or state receivership laws, or make any common law assignment for the benefit of creditors, or be unable to pay its debts as the same become due;

4.

Broker assigns or attempts to assign its rights and obligations hereunder;

5.

Broker by operation of law becomes unable to faithfully perform its duties pursuant to this Agreement;

6.

GMACB, or any of its affiliates, suffer any involuntary sale or execution upon any interest in any Loan brokered hereunder and such is the result of any act or omission on the part of Broker; or

7.

Broker fails to timely deliver to GMACB any documents required to be delivered from time to time.

C.

Termination shall not affect the obligations of Broker or GMACB with respect to any event occurring before termination. However, GMACB may refuse to close any Loan related to an Application registered by Broker prior to such termination if GMACB reasonably believes that there has been fraud or misrepresentation concerning such Loan or Application.

D.

Broker agrees that in the event of a breach by Broker of this Agreement or any other agreement between GMACB and Broker, or upon the default of Broker under any instrument payable to GMACB or upon failure of Broker to pay any amounts due GMACB, GMACB shall have the immediate right to set-off from and against any amounts otherwise due or payable to Broker.

2.

BROKERS’ SERVICES

3.

LOAN APPLICATIONS

A.

Broker agrees that it will submit to GMACB completed Applications on behalf of prospective Borrowers for loans intended to be secured by a first or second mortgage (Deed of Trust) on improved 1-4 family residential property under such programs, terms, requirements and criteria as are set forth by GMACB from time to time (each, a “Loan”). All Applications submitted by Broker to GMACB pursuant to this Agreement shall conform to GMACB’s policies and procedures as established and as may be modified from time to time. GMACB shall periodically inform Broker of its eligibility criteria and registration procedures for the making of Loans based on factors such as the type of loan, loan limits, loan-to-value ratios, interest rates, points and fees, payment features, documentation requirements and credit standards. GMACB may also prescribe procedures for registration of Applications with GMACB, including, but not limited to, the procedure for locking-in the interest rate and/or points on loan requests. Broker shall obtain real estate appraisals only from those appraisers who are licensed or certified according to applicable State law requirements. All appraisals must meet secondary market requirements and in addition satisfy all requirements mandated by state and federal law, including without limitation, FIRREA, for the particular transaction. Broker shall strictly comply with GMACB’s loan application submission policies and procedures.

B.

Broker understands that Applications submitted to GMACB pursuant to this Agreement will be underwritten by GMACB in accordance with GMACB’s underwriting guidelines in effect at the time of such submission. Upon the acceptance of an Application by GMACB, Broker hereby assigns all of its right, title and interest in and to the Application to GMACB.

C.

Nothing contained in this Agreement shall be construed as creating any obligation of GMACB to accept and/or approve any Application submitted by Broker or to fund any Loan in connection with any Application submitted by Broker and for which no commitment exists. GMACB shall have no obligation or liability to Broker or any third party Borrower, for whom an application has been accepted by Broker, for refusing to approve a loan application.

D.

Broker shall not hold itself out to prospective Borrowers as having the authority to approve loan requests or to issue loan commitments on behalf of GMACB. Broker shall not represent that GMACB has approved or will approve any loan request until Broker is so informed by GMACB in writing.

E.

Broker may not make, close or commit to make or close any Loan on behalf of GMACB. All Loans to be made pursuant to this Agreement shall be made only after the prior written approval of GMACB is issued and thereafter shall be funded by and closed in the name of GMACB.

4.

BROKER COMPENSATION

5.

REPRESENTATIONS & WARRANTIES

A.

Broker makes the following representations and warranties to GMACB as of (1) the date hereof; (2) the date any Application is submitted to GMACB; and (3) the date any related Loan is closed and funded by GMACB:

1.

LEGAL STATUS . Broker is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Broker is authorized to do business in each state where it conducts mortgage brokerage activity and, except as previously disclosed to GMACB, has all licenses, registrations, permits and approvals necessary to carry on its business as now being conducted and is presently and will continue to be in compliance with the laws of such state(s) and maintain in good standing all qualifications, licenses, approvals and registrations to the extent necessary to ensure the legality and enforceability of each Loan for which an Application is submitted by Broker to GMACB.

2.

LICENSE. Except as previously disclosed to GMACB, Broker is the holder of a valid lender, mortgage broker or other applicable license or licenses in jurisdictions where it currently originates loans and conducts business, which Broker shall maintain in good standing throughout the term of this Agreement, and is in compliance with any mortgage broker or other laws applicable to its activities under this Agreement.

3.

AUTHORITY . The execution and delivery of this Agreement by Broker and the performance by Broker of the obligations to be performed hereunder have been duly authorized by all necessary corporate action.

4.

LEGALITY . The execution and delivery of this Agreement by Broker and the performance by Broker of the obligations to be performed by Broker do not, and will not, violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Broker or of the articles of incorporation or by-laws of Broker.

5.

BINDING OBLIGATION . The Agreement when duly executed and delivered by Broker constitutes a legal, valid and binding obligation of Broker enforceable against Broker in accordance with its terms.

6.

NO SUITS . Except as previously disclosed to GMACB, There are no actions, suits, arbitration or legal, administrative or other proceeding or governmental investigation pending (including an investigation undertaken in response to an allegation of fraud by another lender or an investigation undertaken pursuant to a license revocation proceeding) or to the knowledge of Broker, threatened against or affecting Broker, or the properties of Broker before any court or governmental department, commission,

board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to Broker, would have a material adverse affect on the financial condition, properties, assets, business, operations or reputation of Broker.

7.

BUSINESS OPERATION. Broker has sufficient capital and net worth, typical of other similar mortgage brokers, to conduct the type of business for which it was created. Broker is staffed with its own employees to perform the services it provides and does not contract out services to another party except as disclosed to GMACB. Broker manages its own business affairs and actively competes for business in the market place.

8.

UNTRUE STATEMEN