EMPLOYMENT AGREEMENT





      This Agreement is entered into as of this 10th day of May, 2000 by and

among you, SHEKAR NARASIMHAN, WMF GROUP Inc. (the "Employer" or the "Company")

and PRUDENTIAL MORTGAGE CAPITAL CORPORATION ("PMCC").



      WHEREAS, simultaneously with the execution hereof PMCC is entering into an

Agreement and Plan of Merger, whereby the Employer will merge with a subsidiary

of PMCC and thereby become a wholly owned subsidiary of PMCC;



      WHEREAS, PMCC and Employer wish to secure your agreement to provide

services to them following the closing of such merger, and you are willing to

agree to provide such services to induce PMCC to enter into the Merger

Agreement; and



      WHEREAS, each of the parties agrees that this Agreement will not take

effect until the closing of such merger, and will not become effective unless

and until such merger is consummated.



      NOW, THEREFORE, PMCC, Employer and you agree as follows:



          1.  Effective Date.  This Agreement shall be and become effective on

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the date on which the Agreement and Plan of Merger (the "Merger Agreement"), by

and between PMCC and Employer, of ever date herewith, closes (the "Closing

Date").  If the Merger Agreement is terminated in accordance with its terms, or

if the Closing Date does not occur on or before October 31, 2000, this Agreement

shall be rendered void and without effect, and neither Employer nor PMCC will

have any obligations or liability to you, and you will have no obligations or

liability to Employer or PMCC, hereunder.



          2.  Background/Compliance Checks.  This Agreement is subject to the

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successful completion of a consent and disclosure form, background, character

and reference check, a conflict of interest questionnaire, crime bill notice to

applicants, information security policy agreement and your ability to

demonstrate legal authorization to work in the United States, provided, however,

if completion of any of these documents or activities is not successful,

Employer will still be required to make the payment called for under Section

6(d) of this Agreement.



          3.  Employment and Duties.  As of the Closing Date, your title with

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Employer shall be Managing Director. You shall perform such duties as are

required of a Managing Director and any additional duties consistent with those

for a Managing Director that PMCC may assign from time to time.  Without

limiting the generality of the foregoing, subject to the ability of PMCC to make

changes therein, you shall have the following duties and responsibilities: (i)

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