MERGER AGREEMENT



      This Merger Agreement (the "Agreement") is made and entered into as of the

17th day of December, 2001 by and among Origen Financial, Inc., a Virginia

corporation ("Origen"), Origen Manufactured Home Financial, Inc., a Virginia

corporation ("Origen MHF"), Dynex Insurance Agency, Inc., a Virginia corporation

("Origen Insurance," and together with Origen MHF, the "Origen Subsidiaries"),

Bingham Financial Services Corporation, a Michigan corporation ("Bingham"),

Origen Financial L.L.C., a Delaware limited liability company (the "Company"),

Origen Manufactured Home Financial, L.L.C., a Delaware limited liability company

("Company MHF"), and Origen Insurance Agency, L.L.C., a Virginia limited

liability company ("Company Insurance," and together with Company MHF, the

"Company Subsidiaries").



                                    RECITALS



      A. Origen originates and services MH Loans, Land/Home loans and Floorplan

Loans (the "Origen Business", and together with the Origen MHF Business and the

Origen Insurance Business, the "Business").



      B. Bingham is the owner of all of the issued and outstanding shares of the

capital stock (the "Origen Stock") of Origen.



      C. Origen is the owner of all of the issued and outstanding shares of the

capital stock (the "Origen MHF Stock") of Origen MHF and all of the issued and

outstanding shares of the capital stock (the "Origen Insurance Stock") of Origen

Insurance.



      D. The Parties wish to cause the following mergers to occur upon

compliance with the applicable provision (the "Delaware Statute") of the laws of

the State of Delaware and the applicable provisions (the "Virginia Statute") of

the laws of the State of Virginia: (i) the merger of Origen into the Company

with the Company being the surviving entity (the "Company Merger"); (ii) the

merger of Origen MHF into Company MHF with Company MHF being the surviving

entity (the "MHF Merger"); and (iii) the merger of Origen Insurance into Company

Insurance with Company Insurance being the surviving entity (the "Insurance

Merger," and together with the Company Merger and the MHF Merger, the

"Mergers").



      E. The Mergers are all subject to the terms and conditions of this

Agreement and the Limited Liability Company Agreement.



      NOW, THEREFORE, for and in consideration of the foregoing Recitals, the

mutual covenants and undertakings set forth below and other good and valuable

consideration, the receipt and adequacy of which are acknowledged, the Parties

agree as follows:



1.    CERTAIN DEFINITIONS. For purposes of this Agreement, the following

      capitalized terms shall have the following meanings (other capitalized

      terms may be defined elsewhere in this Agreement):



      1.1.  Affiliate of a person or entity means a person or entity that

            directly or indirectly through one or more intermediaries, controls,

            is controlled by, or is under common control with, the first person

            or entity.



      1.2.  Assets means all of the assets and properties used in connection

            with or related to the Business, whether known or unknown, tangible

            or intangible, real or personal,

<PAGE>

            wherever situated, owned by Bingham or any of the Origen Entities or

            in which any of the Origen Entities has any right, title or

            interest. The Assets include, without limitation, the following:



            (a)   All cash and cash equivalents of the Business;



            (b)   All furniture, fixtures and other fixed assets used in

                  connection with or related to the Business, including, without

                  limitation, the assets listed on the attached Schedule 1.2(b);



            (c)   All goodwill and all other intangible assets associated with

                  the Business;



            (d)   All patents, patent applications, trademarks, trademark

                  applications and registrations, trade names, service marks,

                  service names, copyrights, copyright applications and

                  registrations, commercial and technical trade secrets,

                  engineering, production and other designs, drawings,

                  specifications, formulae, technology, computer and electronic

                  data processing programs and software, inventions, processes,

                  know-how, confidential information, corporate and assumed

                  names, and other proprietary property rights and interests

                  used in connection with the operation of or related to the

                  Business, including, without limitation, the items set forth

                  on the attached Schedule 1.2(d) (collectively, the

                  "Intellectual Property");



            (e)   All sales and business records, all corporate records,

                  personnel records of the Origen Entities' employees, credit

                  records of Origen's customers, customer lists, advertising and

                  promotional materials and all other books and records of every

                  kind and nature used in connection with or related to the

                  Business;



            (f)   All equipment, machinery, office equipment and vehicles used

                  in connection with the Business, including, without

                  limitation, the assets listed on the attached Schedule 1.2(f);



            (g)   All written personal property leases entered into by any of

                  the Origen Entities (the "Personal Property Leases"), a

                  complete list of which, together with a list of the assets

                  subject to such leases, is set forth on the attached Schedule

                  1.2(g);



            (h)   All oral or written contracts and agreements, other than the

                  Personal Property Leases, entered into by any of the Origen

                  Entities, including, without limitation, all contracts with

                  dealers from whom MH Loans and Land/Home Loans have been or

                  may hereafter be purchased by any of the Origen Entities, as

                  well as all servicing agreements and all license agreements,

                  sublicense agreements, extended warranty service agreements

                  and other contracts relating to software licensed by any of

                  the Origen Entities (the "General Contracts"). The attached

                  Schedule 1.2(h) contains a complete list of General Contracts,

                  other than (i) dealer contracts that do not have terms

                  materially different from the terms set forth in the form

                  dealer contracts Origen has previously provided the Company,

                  and (ii) contracts terminable by an Origen Entity upon 30 days

                  or less notice,





                                       2

<PAGE>

                  with a current maturity of less than one year and requiring

                  payments of less than $10,000 per year.



            (i)   All transferable licenses, permits and authorizations held by

                  any of the Origen Entities in connection with, or issued for

                  the benefit of, the Business or the Assets, including, without

                  limitation, those described on the attached Schedule 1.2(i)

                  which are identified as transferable with an asterisk;



            (j)   All third party warranties and claims for warranties relating

                  to Business, the Assets or the Leased Personal Property,

                  including, without limitation, those set forth on the attached

                  Schedule 1.2(j);



            (k)   All leases and subleases for all land, buildings and

                  improvements leased by any of the Origen Entities in

                  connection with the Business, as described on the attached

                  Schedule 1.2(k) (the "Real Property Leases");



            (l)   All options any of the Origen Entities may have to purchase

                  any real property, as described on the attached Schedule

                  1.2(l);



            (m)   All of the accounts receivable of the Origen Entities;



            (n)   All claims and rights concerning any litigation in which any

                  of the Origen Entities is a claimant;



            (o)   All right, title and interest of any of the Origen Entities in

                  the Loans and the Loan Documents.



      1.3.  Assumed Liabilities means all of the debts, liabilities and

            obligations of the Origen Entities and the Business, including any

            liability of Bingham related to the Business and all intercompany

            debt and obligations owing from any of the Origen Entities to

            Bingham or any of its Affiliates, other than the Excluded

            Liabilities.



      1.4.  Attendant Documents has the meaning set forth in Section 4.1 below.



      1.5.  Bingham Parties has the meaning set forth in Section 9.2 below.



      1.6.  Board of Managers means the Company's Board of Managers as

            constituted pursuant to the Limited Liability Company Agreement.



      1.7.  Business has the meaning set forth in the Recitals to this

            Agreement.



      1.8.  Closing has the meaning set forth in Section 8.1 below.



      1.9.  Closing Date has the meaning set forth in Section 8.1 below.



      1.10. Closing Deadline the meaning set forth in Section 8.1 below.



      1.11. COBRA means the Consolidated Omnibus Budget Reconciliation Act of

            1985, as amended.



      1.12. Code has the meaning set forth in Section 4.16 below.





                                       3

<PAGE>

      1.13. Company has the meaning set forth in the preamble to this Agreement.



      1.14. Company Effective Date means the date that the Company Merger

            becomes effective which will be the later of (a) the date that a

            certificate of merger covering the Company Merger is filed with the

            Secretary of State of Delaware and (b) the date a certificate of

            merger covering the Company Merger is filed with the Virginia State

            Corporation Commission.



      1.15. Company Entities means the Company and the Company Subsidiaries

            collectively, and Company Entity means any one of the Company

            Entities.



      1.16. Company Merger has the meaning set forth in the Recitals to this

            Agreement.



      1.17. Company Parties has the meaning set forth in Section 9.1 below.



      1.18. Company Subsidiaries has the meaning set forth in the preamble to

            this Agreement.



      1.19. Continued Employees has the meaning set forth in Section 6.9(a)

            below.



      1.20. Contracts means all of the General Contracts and the Personal

            Property Leases.



      1.21. Covenant has the meaning set forth in Section 8.2(b) below.



      1.22. Customary Loan Origination Practices means those practices,

            policies, requirements and standards generally and customarily

            applied and followed by each of Origen and Origen MHF as a prudent

            lender in connection with the origination of Loans conforming to the

            Underwriting Guidelines, and which are in all material respects

            legal and proper in the consumer loan origination business and in

            material compliance with the requirements of federal and state laws,

            rules and regulations applicable to each Loan, including without

            limitation and as applicable, truth-in-lending, real estate

            settlement procedures, consumer credit protection, equal credit

            opportunity and disclosure laws.



      1.23. Delaware Statute has the meaning set forth in the Recitals to this

            Agreement.



      1.24. Effective Dates means collectively the Company Effective Date, the

            MHF Effective Date and the Insurance Effective Date, and the

            Effective Date means the last of the Effective Dates to occur.



      1.25. Employee Benefit Plan has the meaning set forth in Section 4.16(c)

            below.



      1.26. Employees has the meaning set forth in Section 4.14 below.



      1.27. Employment Agreements has the meaning set forth in Section 7.1(n)

            below.



      1.28. Environmental Laws has the meaning set forth in Section 4.20(b)

            below.



      1.29. ERISA has the meaning set forth in Section 4.16 below.





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<PAGE>

      1.30. Excluded Assets means those assets of Origen which after the Closing

            Origen must continue to own in order to originate Loans, service

            Loans, and retain its right to service Loans that are being serviced

            prior to the Closing.



      1.31. Excluded Liabilities means:



            (a)   any liability or obligation of any Origen Entity or Bingham

                  for any violation of the Environmental Laws arising from the

                  operation of the Business prior to the Closing Date,

                  including, without limitation, any fine or penalty arising

                  from any permit violations;



            (b)   any liability or obligation relating, in any way, to any

                  action, suit, investigation or proceeding pending or

                  threatened prior to the Closing Date (and in the case of

                  Bingham and Origen pending or threatened prior to the

                  Effective Date) against any of Bingham, the Origen Entities,

                  the Business, the Assets or the Leased Personal Property, at

                  law or in equity, before any federal, state, municipal or

                  other governmental department, commission, board, agency,

                  court or instrumentality, including, without limitation, those

                  identified on the attached Schedule 4.12;



            (c)   any liability or obligation of any of the Origen Entities or

                  Bingham relating, in any way, to Taxes arising from income

                  generated or events occurring prior to the Closing, or in the

                  case of Bingham and Origen, prior to the Closing Date;



            (d)   any and all brokerage fees payable by Origen or Bingham in

                  connection with this Agreement and the transactions it

                  contemplates; and



            (e)   The obligations and liabilities of any Origen Entity and/or

                  Bingham arising under this Agreement.



      1.32. Financial Statements has the meaning set forth in Section 4.17

            below.



      1.33. Floorplan Loans means the floorplan loans which have been originated

            by Origen or Origen MHF, as specifically identified on the attached

            Schedule 1.33.



      1.34. Former Employees has the meaning set forth in Section 4.15(a) below.



      1.35. GAAP means generally accepted accounting principles, consistently

            applied.



      1.36. General Contracts has the meaning set forth in Section 1.2(h) above.



      1.37. Hazardous Materials has the meaning set forth in Section 4.20(a)(ii)

            below.



      1.38. Insurance Effective Date means the date that the Insurance Merger

            becomes effective which will be the date a certificate of merger

            covering the Insurance Merger is filed with the Virginia State

            Corporation Commission.



      1.39. Insurance Merger has the meaning set forth in the Recitals to this

            Agreement.



      1.40. Intellectual Property has the meaning set forth in Section 1.2(d)

            above.





                                       5

<PAGE>

      1.41. Investment Agreement means that Investment Agreement dated July 20,

            2001 by and among Bingham, SUI TRS, Inc., the Shiffman Family LLC

            and Woodward Holding, LLC, as the same has been and may be amended.



      1.42. Knowledge, as it relates to Origen, Bingham or any of their

            Affiliates, means the actual knowledge of each of the individuals on

            the attached Schedule 1.42.



      1.43. Land/Home Contract means a fully amortizing installment loan

            agreement, retail installment sales contract or secured promissory

            note, and the related mortgage, deed of trust or security agreement,

            as may be applicable in the relevant jurisdiction and customarily

            used in that context, executed by an obligor and evidencing

            indebtedness originated in connection with Land/Home Loan financing.



      1.44. Land/Home Loan means an MH Loan made under a Land/Home Contract,

            secured by a mortgage on the obligor's real property and the

            Manufactured Home permanently affixed to it.



      1.45. Leased Personal Property has the meaning set forth in Section 4.5

            below.



      1.46. Leased Property has the meaning set forth in Section 4.5 below.



      1.47. Leased Real Property has the meaning set forth in Section 4.8 below.



      1.48. Licenses has the meaning set forth in Section 4.6(a) below.



      1.49. Liens has the meaning set forth in Section 4.10 below.



      1.50. Limited Liability Company Agreement means the Limited Liability

            Company Agreement of the Company as it may be amended from time to

            time.



      1.51. Loan Documents means the documents required for each Loan in

            accordance with the Underwriting Guidelines and the Customary Loan

            Origination Practices, together with any additional documents and

            information delivered to Origen or Origen MHF in connection with the

            origination of a Loan.



      1.52. Loans means any one or more of the MH Loans, the Floorplan Loans,

            the Land/Home Loans originated by Origen or Origen MHF, or the Home

            Equity Loans.



      1.53. Manufactured Home means a unit of new or used manufactured

            residential housing consisting of a pre-fabricated manufactured unit

            affixed to a permanent foundation, or a mobile home (including all

            add-ons, attachments, improvements and accessions) which meets the

            requirements of Section 25(e)(10) of the Code, as amended. The term

            Manufactured Home includes each borrower's interest in each

            Manufactured Home and all improvements thereon, accessions and

            additions thereto, including all personal property used or useable

            in connection therewith, together with all rights pertaining thereto



      1.54. Material Adverse Effect means a material adverse effect on the

            Origen Entities, the Business, the Assets, the Leased Property and

            the Loans, taken as a whole.







                                       6

<PAGE>

      1.55. Mergers has the meaning set forth in the Recitals to this Agreement.



      1.56. Merger Certificates has the meaning set forth in Section 8.2(a)

            below.



      1.57. MH Contract means a fully amortizing installment loan agreement,

            retail installment sales contract or secured promissory note and

            security agreement, as may be applicable in the relevant

            jurisdiction and customarily used in that context, executed by an

            obligor and evidencing indebtedness originated in connection with

            the financing of a Manufactured Home.



      1.58. MH Loan means a loan originated under an MH Contract, secured by a

            first lien on the obligor's Manufactured Home, but not by real

            property.



      1.59. MHF Effective Date means the date that the MHF Merger becomes

            effective which will be the later of (a) the date that a certificate

            of merger covering the MHF Merger is filed with the Secretary of

            State of Delaware and (b) the date a certificate of merger covering

            the MHF Merger is filed with the Virginia State Corporation

            Commission.



      1.60. MHF Merger has the meaning set forth in the Recitals to this

            Agreement.



      1.61. Missing Adjustments/Footnotes has the meaning set forth in Section

            4.7 below.



      1.62. Most Recent Balance Sheet has the meaning set forth in Section 4.17

            below.



      1.63. Origen has the meaning set forth in the preamble to this Agreement.



      1.64. Origen Business has the meaning set forth in the Recitals to this

            Agreement.



      1.65. Origen Entities means Origen and the Origen Subsidiaries,

            collectively and Origen Entity means any one of the Origen Entities.



      1.66. Origen Insurance has the meaning set forth in the Recitals to this

            Agreement.



      1.67. Origen Insurance Business means Origen Insurance's Business of

            providing, as agent, various insurance products to customers of

            Origen and Origen MHF.



      1.68. Origen Insurance Stock has the meaning set forth in the Recitals to

            this Agreement.



      1.69. Origen MHF has the meaning set forth in the Recitals to this

            Agreement.



      1.70. Origen MHF Business means Origen MHF's business of originating MH

            Loans, Land/Home Loans and Floorplan Loans to Alabama and Texas

            residents.



      1.71. Origen MHF Stock has the meaning set forth in the Recitals to this

            Agreement.



      1.72. Origen Properties has the meaning set forth in Section 4.20(a)

            below.



      1.73. Origen Stock has the meaning set forth in the Recitals to this

            Agreement.





                                       7

<PAGE>

      1.74. Parties means Bingham, the Origen Entities and the Company Entities

            collectively, and Party means any one of the Parties.



      1.75. Permitted Liens mean all Liens that are (a) disclosed in any title

            reports, opinions, or insurance binders delivered or made available

            to the Company prior to the execution of this Agreement, (b) for

            taxes not delinquent, or being contested in good faith; (c) not

            delinquent and are created by statute in connection with workers'

            compensation, unemployment insurance, social security and similar

            statutory obligations; (d) rights of parties lawfully in possession

            of the applicable party, and (e) any other defect, exception to

            title, or easement or claim of easement which in all cases does not

            materially impair the use, operation or value of the property to

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