THIRD AMENDMENT TO

              AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT

                                     AND

                              FIRST AMENDMENT TO

                  AMENDED AND RESTATED PLEDGE, SECURITY AND

                         COLLATERAL AGENCY AGREEMENT



      THIS  THIRD  AMENDMENT  TO  AMENDED  AND  RESTATED  WAREHOUSING  CREDIT

 AGREEMENT AND FIRST AMENDMENT TO AMENDED  AND RESTATED PLEDGE, SECURITY  AND

 COLLATERAL AGENCY AGREEMENT (the "Third Amendment") is made and entered into

 as of  the 19th day of December, 2003, by and among (i) (a) UNITED FINANCIAL

 MORTGAGE CORP., an Illinois corporation with its principal place of business

 located at  815  Commerce  Drive,  Suite  100,  Oak  Brook,  Illinois  60523

 ("United"), and (b)  PORTLAND MORTGAGE COMPANY,  an Oregon corporation  with

 its principal place  of business  located at  2020 S.W.  4th Avenue,  #1010,

 Portland, Oregon 97201 ("Portland") (collectively, the "Company"), (ii)  (a)

 NATIONAL CITY BANK OF KENTUCKY, a national banking association with a  place

 of business located at  101 South Fifth  Street, Louisville, Kentucky  40202

 ("National City"),  (b)  BANK ONE, NA, a  national banking association  with

 its principal place of business located  in Chicago, Illinois ("Bank  One"),

 (c) COMERICA BANK, a Michigan banking  corporation with its principal  place

 of business located at  500 Woodward Avenue, MC:   3256, Detroit, Michigan

 48226  ("Comerica"),  and  (d)  COLONIAL  BANK,  N.A.,  a  national  banking

 association with  a principal  place  of business  located  at 201  E.  Pine

 Street, Suite 730, Orlando, Florida  32801 ("Colonial") (National City, Bank

 One, Comerica and Colonial are each individually referred to as a "Bank" and

 collectively as the "Banks"),  and (iii) NATIONAL CITY BANK OF KENTUCKY,  in

 its capacity as Agent for  the Bank (in such  capacity, the "Agent").   WEST

 SUBURBAN BANK,  an Illinois  state banking  corporation with  its  principal

 place of business located at 711 S. Westmore-Meyers Road, Lombard,  Illinois

  60148 ("West  Suburban"), enters  into this  Third Amendment  for the  sole

 purposes of (i) consenting to the removal of West Suburban as a "Bank"  from

 the hereinafter  defined  Credit  Agreement and  the  other  Loan  Documents

 described therein, and  (ii) providing the  waiver described  in section  15

 below.



                  P R E L I M I N A R Y   S T A T E M E N T:



      A.   Pursuant to that certain  Amended and Restated Warehousing  Credit

 Agreement dated as of August 1, 2003,  among the Company, the Banks and  the

 Agent, as heretofore  amended (the  "Existing Credit  Agreement"), and  that

 certain  Amended  and  Restated  Pledge,  Security  and  Collateral   Agency

 Agreement dated as of August 1, 2003,  among the Company, the Banks and  the

 Agent (the  "Existing  Pledge  Agreement"), the  Banks  have  established  a

 warehousing line of credit facility in  favor of the Company in the  current

 maximum   principal   amount   of   One   Hundred   Ten   Million    Dollars

 ($110,000,000.00), for the purposes set forth therein.



      B.   The Company has now requested that  the Agent and Banks amend  the

 Existing Credit Agreement and  the Existing Pledge  Agreement to (i)  extend

 the stated Maturity Date to  and until the close  of business on August  29,

 2004, (ii)  remove West  Suburban  as a  "Bank"  under the  Existing  Credit

 Agreement and the other Loan Documents,  (iii) decrease the Total  Warehouse

 Line Commitment to Eighty-Five  Million Dollars ($85,000,000.00), (iv)  make

 certain modifications to implement  the MERS Electronic Tracking  Agreement,

 and (v) implement certain other amendments described herein.



      C.   The Company has also requested that the Agent and Banks provide  a

 waiver for  the  Company having  exceeded  the Alternative  Lending  Advance

 Sublimit for the period  from December 13,  2003 to and  until the close  of

 business on December 16, 2003.



      D.   The Agent and  the Banks are  willing to and  desire to amend  the

 Existing Credit Agreement and  the Existing Pledge  Agreement in the  manner

 described above, and to provide the  waiver described below, upon the  terms

 and conditions set forth herein.



      NOW, THEREFORE,  in  consideration  of  the  premises  and  the  mutual

 covenants and agreements  set forth in  the Existing  Credit Agreement,  the

 Existing Pledge  Agreement  and herein,  and  for other  good  and  valuable

 consideration, the mutuality,  receipt and sufficiency  of which are  hereby

 acknowledged, the parties hereto hereby agree as follows:



      1.   Each capitalized  term  used herein,  unless  otherwise  expressly

 defined herein, shall  have the  meaning set  forth in  the Existing  Credit

 Agreement.



      2.   The Existing Credit Agreement and each of the other Loan Documents

 are hereby amended by removing West Suburban Bank as a "Bank" thereunder for

 all purposes and  all references to  "West Suburban Bank"  contained in  the

 Credit Agreement and each of the other Loan Documents shall be deemed to  be

 deleted in  their  entirety as  of  the date  hereof.   The  Warehouse  Line

 Commitment of West Suburban Bank shall be terminated as of the date hereof.



      3.   The following  definitions,  as  contained in  Article  1  of  the

 Existing Credit Agreement, are hereby amended and restated in their entirety

 to read as follows:



           "Bank" and "Banks" shall have the meaning assigned to those  terms

 in the introduction to  this Credit Agreement and  shall include, as of  the

 date hereof, National  City, Bank One,  Comerica and Colonial,  each in  its

 individual capacity,  and,  subsequent to  the  date hereof,  any  Applicant

 Financial Institution which is added as a Bank hereunder by the Company  and

 the Agent.



           "Collateral Value" shall mean as of any date:



           (a)  With respect to a Loan which constitutes Eligible  Collateral

 on such date and which is  not a Repurchase Loan,  an Aged Loan or  Extended

 Period Shipped Loan,  one hundred percent  (100%) of the  lesser of (i)  the

 face amount  of  such  Loan,  (ii)  the  unpaid  principal  balance  of  the

 applicable Loan, or (iii) the purchase  price under the Commitment to  which

 such Loan has been assigned;



           (b)  With respect to a Loan which constitutes Eligible  Collateral

 on such date and which is  a Repurchase Loan and  which has been pledged  as

 collateral for ninety (90) calendar days or less, eighty-five percent  (85%)

 of the  lesser  of  (i)  the unpaid  principal  balance  of  the  applicable

 Repurchase Loan, and (ii)  the Appraised Value of  the real estate  securing

 the  applicable  Repurchase  Loan;  and  with  respect  to  Repurchase  Loan

 Receivables  related  thereto,  eighty-five  percent  (85%)  of  the  amount

 thereof;



           (c)  With respect to a Loan which constitutes Eligible  Collateral

 on such date and which is  a Repurchase Loan and  which has been pledged  as

 collateral for more  than ninety (90)  calendar days but  not more than  one

 hundred twenty (120) calendar  days, eighty percent (80%)  of the lesser  of

 (i) the  unpaid principal  balance of  the applicable  Repurchase Loan,  and

 (ii) the  Appraised  Value  of  the  real  estate  securing  the  applicable

 Repurchase Loan; and  with respect  to Repurchase  Loan Receivables  related

 thereto, eighty percent (80%) of the amount thereof;



          (d) With respect to a Loan which constitutes Eligible Collateral on

 such date and  which is  a Repurchase  Loan and  which has  been pledged  as

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