0001047469-04-033279 Sample Contracts

October 28, 2004
Letter Agreement • November 5th, 2004 • Fieldstone Investment Corp • Real estate investment trusts • New York

This letter agreement (the "Agreement") amends and restates in its entirety that letter agreement dated November 10, 2003 (the "Original Agreement") from Friedman, Billings, Ramsey & Co., Inc. ("FBR"), which was confirmed and accepted by Fieldstone Holdings Corp. ("Fieldstone Holdings") and Fieldstone Investment Corporation, which is the successor by merger to Fieldstone Holdings (the "Company").

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VOTING AGREEMENT
Voting Agreement • November 5th, 2004 • Fieldstone Investment Corp • Real estate investment trusts • Maryland

THIS VOTING AGREEMENT (this "Agreement"), dated as of October 28, 2004, is entered into by and among Fieldstone Investment Corporation, a Maryland corporation (the "Company") and Friedman, Billings, Ramsey Group, Inc., a Virginia corporation ("FBR Group"), for itself and on behalf of each of the stockholders listed on Schedule I hereto (together with FBR Group, the "FBR Stockholders").

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 5th, 2004 • Fieldstone Investment Corp • Real estate investment trusts • Texas

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (herein called this "Amendment") made as of August 26, 2004 by and between FIELDSTONE MORTGAGE COMPANY, a Maryland corporation ("Borrower"), and GUARANTY BANK, a federal savings bank ("Lender"),

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