0001104659-06-025221 Sample Contracts

Lehman Brothers Inc. Between: Lehman Commercial Paper Inc. and Fieldstone Mortgage Ownership Corp. [complete legal name of counterparty]
Master Repurchase Agreement • April 14th, 2006 • Fieldstone Investment Corp • Real estate investment trusts • New York
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AMENDMENT NO. 1 TO PRICING SIDE LETTER
Pricing Side Letter • April 14th, 2006 • Fieldstone Investment Corp • Real estate investment trusts • New York

Amendment No. 1, dated as of January 23, 2006 (this “Amendment”), among CREDIT SUISSE, NEW YORK BRANCH (the “Administrative Agent”), FIELDSTONE MORTGAGE COMPANY and FIELDSTONE INVESTMENT CORPORATION (each a “Seller” and collectively the “Sellers”).

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • April 14th, 2006 • Fieldstone Investment Corp • Real estate investment trusts • New York

Amendment No. 1, dated as of March 21, 2006 (this “Amendment”), among CREDIT SUISSE, NEW YORK BRANCH (the “Administrative Agent”), FIELDSTONE MORTGAGE COMPANY and FIELDSTONE INVESTMENT CORPORATION (each a “Seller” and collectively the “Sellers”).

Between: LIQUID FUNDING, LTD. and FIELDSTONE MORTGAGE OWNERSHIP CORP.
Master Repurchase Agreement • April 14th, 2006 • Fieldstone Investment Corp • Real estate investment trusts • New York
AMENDMENT NO. 1 TO SECOND MASTER REPURCHASE AGREEMENT
Second Master Repurchase Agreement • April 14th, 2006 • Fieldstone Investment Corp • Real estate investment trusts • New York

Amendment No. 1, dated as of October 21, 2005 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), FIELDSTONE MORTGAGE COMPANY (a “Seller”) and FIELDSTONE INVESTMENT CORPORATION (a “Seller” and, together with Fieldstone Mortgage Company, the “Sellers”).

GUARANTY
Guaranty • April 14th, 2006 • Fieldstone Investment Corp • Real estate investment trusts • New York

GUARANTY, dated as of October 11, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Guaranty”), is made and entered into upon the terms hereinafter set forth by FIELDSTONE INVESTMENT CORPORATION, a corporation duly incorporated and in good standing in the State of Maryland (the “Guarantor”), in favor of LIQUID FUNDING, LTD. (the “Beneficiary”).

AMENDMENT NO. 3 TO REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • April 14th, 2006 • Fieldstone Investment Corp • Real estate investment trusts

This AMENDMENT NO. 3 (the “Amendment”) is made and entered into as of June 22, 2005 by and between Countrywide Warehouse Lending (“Lender”) and Fieldstone Mortgage Company and Fieldstone Investment Corporation (collectively “Borrower”). This Amendment amends that certain Revolving Credit and Security Agreement by and between Lender and Borrower dated as of March 13, 2001 (as may be amended from time to time, the “Credit Agreement”).

AMENDMENT NO. 2 TO PRICING SIDE LETTER
Pricing Side Letter • April 14th, 2006 • Fieldstone Investment Corp • Real estate investment trusts • New York

Amendment No. 2, dated as of March 21, 2006 (this “Amendment”), among CREDIT SUISSE, NEW YORK BRANCH (the “Administrative Agent”), FIELDSTONE MORTGAGE COMPANY and FIELDSTONE INVESTMENT CORPORATION (each a “Seller” and collectively the “Sellers”) and the several Conduit Buyers and Committed Buyers Party hereto from time to time.

GUARANTY
Guaranty • April 14th, 2006 • Fieldstone Investment Corp • Real estate investment trusts • New York

GUARANTY, dated as of October 21, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Guaranty”), is made and entered into upon the terms hereinafter set forth by FIELDSTONE INVESTMENT CORPORATION, a corporation duly incorporated and in good standing in the State of Maryland (the “Guarantor”), in favor of Lehman Brothers Inc. and Lehman Commercial Paper Inc. (each, separately and not jointly, the “Beneficiary”).

FIELDSTONE INVESTMENT CORPORATION EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • April 14th, 2006 • Fieldstone Investment Corp • Real estate investment trusts • Maryland

Fieldstone Investment Corporation (the “Company”) hereby grants an option to purchase shares of its common stock (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s Equity Incentive Plan (the “Plan”).

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