0001193125-04-099764 Sample Contracts

MASTER REPURCHASE AGREEMENT Between: Goldman Sachs Mortgage Company, as Buyer and First NLC Financial Services, LLC, as Seller Dated as of June 3, 2004
Master Repurchase Agreement • June 8th, 2004 • First NLC Financial Services Inc • Mortgage bankers & loan correspondents • New York

This is a MASTER REPURCHASE AGREEMENT, dated as of June 3, 2004 between FIRST NLC FINANCIAL SERVICES, LLC, a Florida limited liability company (the “Seller”) and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 8th, 2004 • First NLC Financial Services Inc • Mortgage bankers & loan correspondents • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2004, by and among First NLC Financial Services, Inc., a Delaware corporation (the “Company”), Sun Mortgage Partners, L.P., a Delaware limited partnership (“Sun”), Neal S. Henschel (“Neal Henschel”) and Jeffrey M. Henschel (“Jeff Henschel” and together with Neal Henschel, the “Henschels”). Otherwise undefined capitalized terms used herein are defined in Section 9 hereof.

FIRST NLC FINANCIAL SERVICES, INC. (a Delaware Corporation) 3,100,000 Shares of Common Stock Par Value $.001 Per Share Underwriting Agreement June , 2004
Underwriting Agreement • June 8th, 2004 • First NLC Financial Services Inc • Mortgage bankers & loan correspondents • Georgia
EIGHTEENTH AMENDMENT TO WAREHOUSING CREDIT AND SECURITY AGREEMENT
Warehousing Credit and Security Agreement • June 8th, 2004 • First NLC Financial Services Inc • Mortgage bankers & loan correspondents • Texas

This Eighteenth Amendment to Warehousing Credit and Security Agreement (“Amendment”) is dated as of May 28th, 2004 by First NLC Financial Services, LLC and NLC Financial Services, LLC (collectively, the “Company”), and Washington Mutual Bank, FA, successor by merger to Bank United (“Lender”).

SERVICES AGREEMENT
Services Agreement • June 8th, 2004 • First NLC Financial Services Inc • Mortgage bankers & loan correspondents • Florida

THIS SERVICES AGREEMENT (the “Agreement”), dated as of June 4, 2004, is entered into by and between First NLC Financial Services, Inc., a Delaware corporation (the “Company”), and Neal S. Henschel (the “Individual”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 8th, 2004 • First NLC Financial Services Inc • Mortgage bankers & loan correspondents • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 4, 2004, is entered into by and between First NLC Financial Services, Inc., a Delaware corporation (the “Company”), and Jeffrey M. Henschel (the “Employee”).

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