1. Management functions. Subject to the supervision of the trustees, the manager agrees: (a) to serve as the trust's investment adviser, including recommending changes in the trust's investment policies when appropriate; (b) to investigate and evaluate investment opportunities and recommend them to the trustees; (c) to manage the trust's short-term investments, including the acquisition and sale of money market instruments in accordance with the trust's policies; (d) to administer the day-to-day investment operations of the trust; (e) to investigate, select and conduct relations on behalf of the trust with other individuals, corporations and entities in furtherance of the investment activities of the trust; (f) upon request by the trustees to invest and reinvest any money of the trust; (g) to obtain for the trust such services as may be required for property management and other activities relating to the investment portfolio of the trust; and (h) from time to time to make reports to the trustees of its performance of the above services. Recommendations from the manager as to investments by the trust will be generated through recommendations of the manager's real estate and mortgage investment department. In recommending investments to the trustees, the management of the manager will select from the available investment opportunities those which it believes consistent with the trust's investment objectives. The manager undertakes to use its best efforts to present to the trust a continuing and suitable investment program consistent with investment policies and objectives of the trust, but neither the manager nor any of its subsidiaries or affiliates shall have any obligation to present to the trust any particular investment opportunities which come to the manager or such subsidiary or affiliate, even if such opportunities are such that, if presented to the trust, they could be taken by the trust. However, the manager intends that the trust will be provided access to review the investment opportunities generated by the manager. After such review the trustees of the trust or their designee may ask that one or more of such investment opportunities be made available to the trust for participation. If the manager shall fail to respond favorably, the trust may, by vote of a majority of the trustees who are not affiliates of the manager, terminate this agreement or hire an additional manager to assist in developing investment opportunities.

The manager may from time to time deal with persons, firms or corporations with which the trust may be doing business. The manager is also permitted to act as an adviser and/or perform services of the kind set forth in Section 2 of this agreement to or for persons or entities which may be in competition with the trust. Nothing in this agreement shall prohibit the manager from engaging in business activities of any kind in addition to those relating to the trust. The duties set forth in this Section 1 are in this agreement called "management functions."

2. Servicing functions. Subject to the supervision of the trustees, the manager agrees to perform, or cause to be performed by others under its supervision, the following services in connection with investments made or proposed to be made by the trust: (a) supervise advances made under short term loans made by the trust; (b) review reports from the supervising architect and/or engineers with respect to construction loans made by the trust; (c) review appraisal reports and title opinions or reports from counsel in connection with all loans made or proposed to be made by the trust; (d) supervise the collection of all payments when due and supervise the payment of taxes, special assessments, fire and other insurance premiums and any other required payments to the extent of funds collected, in connection with investments made by the trust; (e) remit the balance of funds collected, less the servicing fees contemplated by Section 10 of this agreement, to the trust and (f) in the event of default on an investment made by the trust to promptly advise the trust of it and to supervise foreclosure or other remedies with respect to it upon the direction of the trustees. The duties set forth in this Section 2 are in this agreement called "servicing functions."

3. Compliance with REIT qualifications and the declaration of trust. Anything else in this agreement to the contrary notwithstanding, the manager shall refrain from any action (including, without limitation, the furnishing or rendering of services to tenants of property or managing or operating real property) which, in its sole judgment made in good faith, or in the judgment of the trustees (of which the manager has notice), (i) would adversely affect the status of the trust as a real estate investment trust as defined and limited in Sections 856–858 of the Internal Revenue Code, as amended, and the regulations promulgated under it, or (ii) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the trust or over its securities, or would otherwise not be permitted by the declaration of trust.

4. Records. The manager shall maintain appropriate records of all its activities under this agreement.

5. Bank accounts. The manager may establish and maintain one or more bank accounts in its own name, and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the trust, under such terms and conditions as the trustees may approve, provided that no funds in any such account shall be commingled with funds of the manager; and the manager shall from time to time render appropriate accounting of such collections and payments to the trustees and to the auditors of the trust.

6. Bond. The manager shall maintain such fidelity bond with a responsible surety company and in such amount (not less than $1,000,000 per person) as may be required by the trustees from time to time, covering all officers and employees of the manager handling funds of the trust and any investment documents or papers, which bond shall inure to the benefit of the trust in respect of losses of any such property from acts of such officers and employees through theft, embezzlement, fraud, negligence in act, error, or omission or otherwise, the premium for the bond to be at the expense of the trust.

7. Information furnished manager. The trustees shall at all times keep the manager fully informed with regard to the investment policy of the trust, the capitalization policy of the trust, and generally their then current intentions as to the future of the trust. In particular, the trustees shall notify the manager promptly of their intention to sell or otherwise dispose of any of the trust's investments, or to make any new investment. The trust shall furnish the manager with a certified copy of all financial statements, a signed copy of each report prepared by independent certified public accountants, and such other information with regard to its affairs as the manager may from time to time reasonably request.

8. Trustees, officers and employees of the manager. Trustees, officers and employees of the manager or of affiliates of the manager may serve as trustees, officers, agents, nominees or signatories for the trust. When executing documents or otherwise acting in such capacities for the trust, such persons shall use their respective titles in the trust. Such persons shall receive from the trust no compensation for their services to the trust in any such capacities.

9. Compensation for management functions. On or before the 15th business day of each calendar month, the trustees shall pay to the manager compensation for its management functions rendered to the trust under this agreement in the amount of 1/16 of 1% of the book value of invested assets of the trust at the close of the next preceding calendar month. "Book value of invested assets" shall mean the amounts reflected in the computations as of the close of the last business day during such month of the book value of the trust's total assets (without deduction of any liabilities) plus the undisbursed commitments of the trust in respect of closed loans or other closed investments, but excluding good will and other intangible assets, cash, cash items and obligations of municipal, state and the federal governments and government agencies (other than obligations secured by a lien on real property owned or to be acquired by such government or governmental agency and securities of the Federal Housing Administration, the Federal National Mortgage Administration, and other governmental agencies issuing securities backed by a pool of mortgages). "Book value" of an asset or assets shall mean the value of such asset or assets on the books of the trust, reduced by provision for amortization, depreciation or depletion but before deducting any indebtedness or other liability in respect of it. Depreciable assets shall be valued for such purposes at the lesser of fair market value or cost less depreciation.

10. Compensation for servicing functions. From time to time throughout each calendar year the manager, pursuant to Section 2(e) above, shall retain as compensation for its servicing functions under this agreement which have been performed by the manager itself (as distinguished from being performed by others under the supervision of the manager) monthly compensation at the annual rate of .375% on the principal balance of single family dwelling loans outstanding at the beginning of the month and so serviced by the Manager and .10% on such outstanding balance of all other loans so serviced by the manager. In instances where correspondents and/or servicing agents actually service the loans under the manager's supervision, their servicing fees will be paid to them by the trust, although the mechanics of payment may result in such payment being first made to the manager, but in such instances only as a reimbursement of equivalent sums paid by the manager to such correspondents and/or agents.

11. Statement of fees. The manager shall furnish to the trust not later than the tenth day of each calendar month, beginning with the second calendar month of the term of this agreement, a statement showing the computation of the fee, if any, payable and/or retained in respect of the next preceding calendar month under Sections 9 and 10.

12. Compensation for additional services. If and to the extent that the trust shall request the manager or any trustee, officer, partner or employee of the manager, to render services for the trust other than those required to be rendered by the manager under this agreement, such additional services, if performed, will be compensated separately on terms to be agreed upon between such party and the trust from time to time.

13. Expenses. The manager shall pay employment expenses of its own personnel, including trustees and officers of the trust affiliated with the manager, except that the trust will bear all travel expenses and other out-of-pocket disbursements of such trustees and officers. Without regard to the amount of compensation payable under this agreement to the manager, the trust shall bear the following expenses of the trust:

14. Refund by manager. Within 120 days after the end of each fiscal year, the manager will refund to the trust the amount, if any, by which the operating expenses of the trust during such fiscal year exceeded the greater of (i) 1½% of the month-end average net assets of the trust for such fiscal year or (ii) 25% of the net income of the trust for such fiscal year. For purposes of this Section 14: "operating expenses" during any fiscal year shall mean the aggregate annual operating expenses (including compensation payable to the manager under Sections 9, 10 and 12 of this agreement) of every character, other than the expenses set forth in clauses (f) through (t), inclusive, of Section 13 of this agreement and other than reserves for depletion, depreciation, amortization and losses. "Month-end average net assets" of the trust for a fiscal year shall mean the arithmetic average of the amounts reflected in the computations at the end of each month during such fiscal year of the book value (determined as provided in Section 9 hereof) of all the assets minus all the liabilities of the trust. "Net income" for a fiscal year shall mean the net income of the trust for such fiscal year computed on the basis of its results of operations for such year, after all deductions (other than deductions for compensation paid to the manager under Sections 9, 10 and 12 of this agreement) and excluding extraordinary items and gains and losses from the disposition of assets. "Fiscal year" shall mean any period for which an income tax return is submitted to the Internal Revenue Service and which is treated by the Internal Revenue Service as a reporting period.

15. Origination fees. The manager shall not receive any remuneration for or mortgage broker fees for services rendered in connection with the origination of a real property loan or investment acquired by the trust.

16. Designation of trustees. During the term of this agreement, the trustees shall use their best efforts to cause the nomination of persons designated by the manager (but not more than 49% of the number of trustees) to act as trustees.

17. Term; termination of agreement. (a) This agreement shall continue in force for a period of one year from this date and thereafter it may be extended from year to year by the affirmative vote of a majority of the trustees who are not affiliates of the manager, as provided in Section 4.2 of the declaration of trust. Notice of renewal shall be given in writing by the trustees to the manager not less than three months before the expiration of this agreement or of any extension of it.

Upon termination of this agreement by either party or by its terms, the trustees shall, upon request of the manager, change the name of the trust to a name not containing the name _________ or _________(or any approximation or abbreviation of them) and sufficiently dissimilar to such names as to be unlikely to cause confusion with such names or any of them and shall not allude in any public statement or advertisement to the former association.

Nothing in this agreement shall restrict or limit the right of the manager or any subsidiary or affiliate of it to employ in any manner the names _________, _________, or _________, or any approximation or abbreviation of them, whether or not in combination with any other names or designations. The trust agrees that this agreement shall not constitute a license to use such names in its business; provided, however, that until the termination of this agreement the trust may employ the word _________ as a part of its name.

18. The manager's participation in investments. The manager agrees that, during the continuation of this agreement including all renewals, it will invest its own funds to purchase a participation in each conventional long-term first mortgage investment in income-producing commercial, residential or industrial properties recommended to the trust by the manager and invested in by the trust and will invest in them an amount equal to at least 10% of the aggregate amount invested in them by the trust and the manager; the manager may participate in them to a greater extent if approved by a majority of the trustees who are not affiliated with the manager.

In the event this agreement shall terminate for any reason, all loans of the trust in which the manager had purchased or committed to purchase a participation shall, for so long as the manager's investment in them remains unpaid, continue to be serviced by the manager or its designee on the same terms which existed prior to the termination of this agreement; provided, however, that, notwithstanding any contrary terms in the agreement of participation or the loan documents to which it pertains, the participation of the manager in any such loan may, at the option of the trust, if permitted by the declaration of trust, be purchased by the trust or its designee, on any interest payment date for such loan, on five days' notice, for cash equal to the fair value of such participation.

19. Miscellaneous. (a) The manager assumes no responsibility under this agreement other than to render the services called for under it in good faith, and shall not be responsible for any action of the trustees in following or declining to follow any advice or recommendation of the manager. None of the manager, its policyholders, trustees, officers or employees shall be liable to the trust, the trustees, the holders of securities of the trust or to any successor or assign of the trust except by reason of acts constituting bad faith, willful misfeasance, gross negligence or reckless disregard of their duties.