AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT

Exhibit 10(c)

AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT

This Amendment No. 2 to Asset Purchase Agreement is made as of September 30, 2005 by and between Alfa Financial Corporation and OFC Servicing Corporation.

The parties entered into that certain Asset Purchase Agreement dated June 6, 2005, as amended August 31, 2005 (the “Agreement”), and they now desire to further amend the Agreement as set forth herein.

In consideration of the mutual promises made in the Agreement, the parties hereby agree as follows:

1. Section 9(a)(2) of the Agreement is amended to change “September 30, 2005” to “October 31, 2005.”

2. Section 9(a)(3) of the Agreement is amended to change “September 30, 2005” to “October 31, 2005.”

3. The Agreement remains in full force and effect, unamended except as expressly set forth above.

In witness whereof, each party has caused this amendment to be executed by its duly officer.

ALFA FINANCIAL CORPORATION
By:		/s/ C. Xxx Xxxxx
Name:		C. Xxx Xxxxx
Title:		Executive Vice President, Operations
OFC SERVICING CORPORATION
By:		/s/ Xxxxxxx X. Hills, Jr.
Name:		Xxxxxxx X. Hills, Jr.
Title:		Vice President