-------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported)
                                  May 11, 2005


                        ANNALY MORTGAGE MANAGEMENT, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


         Maryland                       1-13447                  22-3479661
     ----------------                 -----------                ----------
State or Other Jurisdiction           (Commission             (I.R.S. Employer
     Of Incorporation)                File Number)           Identification No.)


1211 Avenue of the Americas
        Suite 2902
    New York, New York                                                  10036
----------------------------                                          ---------
  (Address of Principal                                               (Zip Code)
    Executive Offices)

       Registrant's telephone number, including area code: (212) 696-0100


                                    No Change
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



Item 1.01.  Entry Into A Material Definitive Agreement.

         On May 11,  2005,  Annaly  Mortgage  Management,  Inc.  entered into an
amended  and  restated  sales  agency  agreement  (the   "Agreement")  with  UBS
Securities  LLC (the  "Agent"),  relating  to the sale of  11,750,000  shares of
common  stock,  par value $0.01 per share,  from time to time through the Agent.
Sales  of the  shares,  if  any,  will be made by  means  of  ordinary  brokers'
transaction  on the New York Stock  Exchange.  The Agent will be  entitled  to a
commission equal to 2.50% of the gross sales price per share.


Item 9.01   Financial Statements and Exhibits

     (c)    Exhibits

     1.     Amended and  Restated  Sales Agency  Agreement,  dated May 11, 2005,
            between Annaly Mortgage Management, Inc. and UBS Securities LLC



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                       ANNALY MORTGAGE MANAGEMENT, INC.



                                       By: /s/Kathryn Fagan
                                           -------------------------------------
                                           Name:  Kathryn Fagan
                                           Title: Chief Financial Officer



Dated: May 12, 2005



                                                                  EXECUTION COPY



                        ANNALY MORTGAGE MANAGEMENT, INC.

                        11,750,000 Shares of Common Stock
                           (par value $.01 per share)

               SECOND AMENDED AND RESTATED SALES AGENCY AGREEMENT

May 11, 2005

UBS SECURITIES LLC
299 Park Avenue
New York, New York  10171

Ladies and Gentlemen:

         Annaly  Mortgage   Management,   Inc.,  a  Maryland   corporation  (the
"Company"),  confirms its agreement with UBS  Securities  LLC (the "Agent"),  as
follows:

         Section 1. DESCRIPTION OF SECURITIES. The Company proposes to issue and
sell from time to time  through  the Agent,  as sales  agent,  up to  11,750,000
shares (the  "Shares") of the Company's  common stock,  par value $.01 per share
(the  "Common  Stock"),  on the terms set forth in Section 3 of this Amended and
Restated Sales Agency Agreement (this "Agreement").

         The  Company  has  filed,  in  accordance  with the  provisions  of the
Securities  Act of 1933, as amended,  and the rules and  regulations  thereunder
(collectively,   the  "Securities   Act"),  with  the  Securities  and  Exchange
Commission  (the  "Commission")  a registration  statement on Form S-3 (File No.
333-120920),  including a prospectus,  with respect to the Shares,  which amends
pursuant to Rule 429 of the Securities Act, the Company's registration statement
on Form S-3 (File No.  333-105987),  which  incorporates by reference  documents
which the Company has filed or will file in  accordance  with the  provisions of
the Securities  Exchange Act of 1934, as amended,  and the rules and regulations
thereunder  (collectively,   the  "Exchange  Act").  Except  where  the  context
otherwise requires, the registration  statement,  as it may have heretofore been
amended,  including  all  documents  filed as part  thereof or  incorporated  by
reference therein,  and including any information  contained in a Prospectus (as
defined  below)  filed with the  Commission  pursuant to Rule  424(b)  under the
Securities Act and also including any other  registration  statement  filed with
the Commission pursuant to Rule 462(b) and Rule 429 under the Securities Act, is
herein called the  "Registration  Statement,"  and the final form of prospectus,
including  all  documents  incorporated  therein by  reference,  included in the
Registration  Statement, as amended or supplemented from time to time (including
by any prospectus  supplement  thereto),  is herein called the "Prospectus." Any
reference herein to the Registration Statement,  the Prospectus or any amendment
or  supplement  thereto  shall be deemed to refer to and include  the  documents
incorporated  by  reference  therein,  and any  reference  herein  to the  terms
"amend," "amendment" or "supplement" with respect to the Registration  Statement
or the  Prospectus  shall be deemed to refer to and include the filing after the
execution  hereof of any document with the Commission  deemed to be incorporated
by  reference  therein.  To the extent that the amount of shares of Common Stock
registered under the Registration  Statement is otherwise depleted and is at any
time  insufficient  to complete the sales of the Shares as  contemplated by this
Agreement,  the Company shall file a new registration  statement with respect to
any  additional  shares of Common Stock  necessary to complete such sales of the
Shares and shall cause such registration  statement



to become effective. After the effectiveness of any such registration statement,
all references to "Registration  Statement"  included in this Agreement shall be
deemed  to  include  such  new  registration  statement  and all  references  to
"Prospectus"  included  in this  Agreement  shall be deemed to include the final
form of prospectus,  including all documents  incorporated therein by reference,
included in any such  registration  statement,  as amended or supplemented  from
time to time (including by any prospectus  supplement thereto).  For purposes of
this Agreement,  all references to the Registration  Statement or the Prospectus
or to any  amendment or  supplement  thereto shall be deemed to include any copy
filed with the Commission pursuant to its Electronic Data Gathering Analysis and
Retrieval System  ("EDGAR"),  and such copy shall be identical in content to any
Prospectus delivered to the Agent for use in connection with the offering of the
Shares.

         Section 2.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company
represents and warrants to the Agent that:

         (a) The Company  meets the  requirements  for use of Form S-3 under the
Securities  Act. The  Registration  Statement has been filed with the Commission
and has been declared  effective  under the Securities  Act. The Company has not
received,  and has no notice  of,  any  order of the  Commission  preventing  or
suspending  the  use  or  effectiveness  of  the  Registration   Statement,   or
threatening  or  instituting   proceedings  for  that  purpose.   Any  statutes,
regulations,  contracts or other  documents that are required to be described in
the  Registration  Statement or the Prospectus or to be filed as exhibits to the
Registration   Statement  have  been  so  described  or  filed.  Copies  of  the
Registration  Statement and the  Prospectus,  any such amendments or supplements
and all  documents  incorporated  by reference  therein that were filed with the
Commission  on or prior  to the  date of this  Agreement  (including  one  fully
executed copy of the Registration  Statement and of each amendment thereto) have
been delivered to the Agent and its counsel. The Company has not distributed any
offering  material in  connection  with the offering or sale of the Shares other
than the Registration Statement,  the Prospectus or any other materials, if any,
permitted  by the  Securities  Act. As of the close of business on May 10, 2005,
securities in the amount of $750,000,000 were available for issuance pursuant to
the Registration Statement,  which permits their sale in the manner contemplated
by this Agreement.

         (b) Each part of the Registration  Statement,  when such part became or
becomes effective or was or is filed with the Commission, and the Prospectus and
any  amendment or  supplement  thereto,  on the date of filing  thereof with the
Commission and at each Trade Date (as defined herein), conformed or will conform
in all material  respects with the requirements of the Securities Act. Each part
of the Registration Statement, when such part became or becomes effective or was
or is filed with the Commission, did not or will not contain an untrue statement
of a  material  fact or omit to state a  material  fact  required  to be  stated
therein  or  necessary  to make  the  statements  therein  not  misleading.  The
Prospectus  and any  amendment  or  supplement  thereto,  on the date of  filing
thereof with the  Commission and at each Trade Date, did not or will not include
an  untrue  statement  of a  material  fact  or omit to  state a  material  fact
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not misleading,  except that the foregoing shall not
apply to statements  in, or omissions  from, any such document in reliance upon,
and in  conformity  with,  written  information  relating  to the Agent that was
furnished in writing to the Company by the Agent,  specifically for inclusion in
the  Registration  Statement,  the  Prospectus  or any  amendment or  supplement
thereto.

                                       2


         (c)  The  documents  incorporated  by  reference  in  the  Registration
Statement,  the  Prospectus or any amendment or  supplement  thereto,  when they
became or become  effective  under the  Securities Act or were or are filed with
the Commission under the Securities Act or the Exchange Act, as the case may be,
conformed or will conform in all material  respects with the requirements of the
Securities Act and the Exchange Act, as applicable.

         (d) The consolidated financial statements of the Company, together with
the related  schedules and notes thereto,  set forth or included or incorporated
by reference in the Registration Statement and the Prospectus fairly present the
financial  condition of the Company as of the dates indicated and the results of
operations,  changes in financial position,  stockholders' equity and cash flows
for the periods  therein  specified are in conformity  with  generally  accepted
accounting  principles  consistently  applied  throughout  the periods  involved
(except as otherwise  stated  therein).  The selected  financial and statistical
data included or incorporated by reference in the Registration Statement and the
Prospectus present fairly the information shown therein and, to the extent based
upon or derived from the  financial  statements,  have been  compiled on a basis
consistent  with the  financial  statements  presented  therein.  Any pro  forma
financial statements of the Company, and the related notes thereto,  included or
incorporated  by  reference in the  Registration  Statement  and the  Prospectus
present fairly the information  shown therein,  have been prepared in accordance
with the  Commission's  rules and guidelines with respect to pro forma financial
statements and have been properly compiled on the basis described  therein,  and
the  assumptions  used  in  the  preparation  thereof  are  reasonable  and  the
adjustments  used therein are appropriate to give effect to the transactions and
circumstances referred to therein. No other financial statements are required to
be set forth or to be incorporated by reference in the Registration Statement or
the Prospectus under the Securities Act.

         (e) Any  prospectus  delivered to the Agent for use in connection  with
the  offering of Shares  pursuant to this  Agreement  will be  identical  to the
version of the Prospectus created to be transmitted to the Commission for filing
via EDGAR, except to the extent permitted by Regulation S-T.

         (f) The Company has been duly  formed and  incorporated  and is validly
existing  as a  corporation  in good  standing  under  the laws of the  State of
Maryland,  is duly qualified to do business and is in good standing as a foreign
corporation in each  jurisdiction in which its ownership or lease of property or
assets or the conduct of its business requires such qualification,  except where
the  failure  to so  qualify  would not have a  material  adverse  effect on the
business,  assets,  properties,  prospects,  financial  condition  or results of
operation of the Company taken as a whole (a "Material Adverse Effect"), and has
full corporate power and authority  necessary to own, hold, lease and/or operate
its assets and properties, to conduct the business in which it is engaged and as
described in the Prospectus and to enter into and perform its obligations  under
this Agreement and to consummate the transactions  contemplated  hereby, and the
Company is in compliance in all material respects with the laws, orders,  rules,
regulations and directives issued or administered by such jurisdictions.

         (g) The  Company  has no  "significant  subsidiaries"  (as such term is
defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act) and
does not own, directly or indirectly, any shares of stock or any other equity or
long-term debt  securities of any corporation or have any equity interest in any
firm, partnership,  joint venture, association or other entity, except for Fixed
Income Discount Advisory Company  ("FIDAC").  Complete and correct copies of the
articles of  incorporation  and of the bylaws of the Company and all  amendments
thereto

                                       3


have been delivered to the Agent and, except as set forth in the exhibits to, or
incorporated by reference into, the Registration  Statement,  no changes therein
will be made subsequent to the date hereof and the final Filing Date (as defined
herein) under this Agreement.

         (h) The  Company is not in breach of, or in default  under (nor has any
event  occurred  which with notice,  lapse of time,  or both would result in any
breach of, or constitute a default under), (i) its charter or bylaws or (ii) any
obligation, agreement, covenant or condition contained in any contract, license,
repurchase agreement,  indenture,  mortgage,  deed of trust, bank loan or credit
agreement, note, lease or other evidence of indebtedness, or any lease, contract
or other  agreement or instrument to which the Company is a party or by which it
or any of its assets or properties may be bound or affected, the effect of which
breach or default under clause (ii) could have a Material  Adverse  Effect.  The
execution,  delivery and performance of this Agreement, the issuance and sale of
the Shares and the consummation of the transactions contemplated hereby will not
conflict  with,  or result in any breach of or  constitute a default  under (nor
constitute  any event which with notice,  lapse of time, or both would result in
any breach of, or constitute a default under),  (i) any provision of the charter
or  bylaws  of  the  Company,  (ii)  any  provision  of any  contract,  license,
repurchase agreement,  indenture,  mortgage,  deed of trust, bank loan or credit
agreement, note, lease or other evidence of indebtedness, or any lease, contract
or other agreement or instrument to which the Company is a party or by which the
Company or any of its assets or properties may be bound or affected,  the effect
of which  could have a Material  Adverse  Effect,  or (iii)  under any  federal,
state, local or foreign law, regulation or rule or any decree, judgment or order
applicable to the Company.

         (i) The  Company has the  authorized  capitalization  described  in the
Prospectus. All of the issued and outstanding shares of capital stock, including
the Common  Stock of the  Company,  have been duly and  validly  authorized  and
issued and are fully paid and  non-assessable,  have been  issued in  compliance
with all federal and state  securities  laws and were not issued in violation of
any preemptive right, resale right, right of first refusal or similar right.

         (j) This Agreement has been duly authorized,  executed and delivered by
the  Company  and is a  legal,  valid  and  binding  agreement  of  the  Company
enforceable  in  accordance  with  its  terms,  except  to the  extent  that (i)
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium or similar laws affecting  creditors' rights generally and by general
equitable principles and (ii) the indemnification and contribution provisions of
Section 6 hereof may be limited by federal or state  securities  laws and public
policy considerations in respect thereof.

         (k) The capital stock of the Company, including the Shares, conforms in
all material  respects to the description  thereof contained in the Registration
Statement and the  Prospectus  and such  description  conforms to the rights set
forth in the instruments  defining the same. The certificates for the Shares are
in due and proper  form and the  holders  of the  Shares  will not be subject to
personal liability by reason of being such holders.

         (l) The Shares have been duly and validly authorized by the Company for
issuance and sale  pursuant to this  Agreement  and,  when issued and  delivered
against payment therefor as provided herein, will be duly and validly issued and
fully paid and non-assessable,  free and clear of any pledge, lien, encumbrance,
security interest or other claim, and will be registered  pursuant to Section 12
of the Exchange Act.

                                       4


         (m) No approval, authorization,  consent or order of or filing with any
national,  state or local  governmental or regulatory  commission,  board, body,
authority or agency is required in connection  with the issuance and sale of the
Shares or the  consummation  by the  Company  of the  transactions  contemplated
hereby other than (i)  registration of the Shares under the Securities Act, (ii)
any necessary qualification under the securities or blue sky laws of the various
jurisdictions  in which the  Shares  will be sold by the  Agent,  or (iii)  such
approvals as have been obtained in  connection  with the approval of the listing
of the Shares on the New York Stock Exchange (the "NYSE").

         (n) No person,  as such term is defined in Rule 1-02 of Regulation  S-X
promulgated  under  the  Securities  Act  (each,  a  "Person"),  has the  right,
contractual  or  otherwise,  to cause the  Company  to issue to it any shares of
capital stock or other  securities of the Company upon the issue and sale of the
Shares through the Agent,  as sales agent,  hereunder,  nor does any Person have
preemptive  rights,  co-sale rights,  rights of first refusal or other rights to
purchase or subscribe  for any of the Shares or any  securities  or  obligations
convertible  into or exchangeable  for, or any contracts or commitments to issue
or sell any of, the Shares or any options,  rights or convertible  securities or
obligations,  other than those that have been expressly waived prior to the date
hereof.

         (o)  Deloitte & Touche  LLP (the  "Accountants"),  whose  report on the
consolidated financial statements of the Company is filed with the Commission as
part of the  Registration  Statement  and the  Prospectus,  are and,  during the
periods  covered  by their  reports,  were  independent  public  accountants  as
required by the Securities Act.

         (p) The Company has all necessary  licenses,  authorizations,  consents
and  approvals and has made all necessary  filings  required  under any federal,
state, local or foreign law,  regulation or rule, and has obtained all necessary
permits, authorizations,  consents and approvals from other Persons, in order to
conduct its business as described in the Prospectus, except as such as could not
have a Material  Adverse  Effect.  The Company is not required by any applicable
law to obtain  accreditation  or certification  from any governmental  agency or
authority  in order to provide the  products  and  services  which it  currently
provides  or which it proposes  to provide as set forth in the  Prospectus.  The
Company is not in violation of, or in default under,  any such license,  permit,
authorization,  consent or approval or any federal, state, local or foreign law,
regulation or rule or any decree,  order or judgment  applicable to the Company,
the effect of which could have a Material Adverse Effect.

         (q) The descriptions in the  Registration  Statement and the Prospectus
of the legal or  governmental  proceedings,  contracts,  leases and other  legal
documents therein described present fairly the information required to be shown,
and there are no legal or governmental proceedings,  contracts, leases, or other
documents of a character required to be described in the Registration  Statement
or the Prospectus or to be filed as exhibits to the Registration Statement which
are not described or filed as required.  All agreements  between the Company and
third  parties  expressly  referenced  in the  Prospectus  are legal,  valid and
binding  obligations  of  the  Company  enforceable  in  accordance  with  their
respective  terms,  except  to  the  extent  enforceability  may be  limited  by
bankruptcy,  insolvency,  reorganization,  moratorium or similar laws  affecting
creditors' rights generally and by general equitable principles.

         (r) There are no actions, suits, claims,  investigations,  inquiries or
proceedings  pending or, to the best of the Company's  knowledge,  threatened to
which the Company or any of

                                       5


its officers or directors is a party or of which any of its  properties or other
assets is subject at law or in equity, or before or by any federal, state, local
or foreign  governmental or regulatory  commission,  board,  body,  authority or
agency  which  could  result in a  judgment,  decree or order  having a Material
Adverse Effect.

         (s) During the period of at least the last 24 calendar  months prior to
the date of this Agreement, the Company has timely filed with the Commission all
documents and other  material  required to be filed  pursuant to Sections 13, 14
and 15(d)  under the  Exchange  Act.  During  the period of at least the last 36
calendar months preceding the filing of the Registration Statement,  the Company
has filed all reports required to be filed pursuant to Sections 13, 14 and 15(d)
under the  Exchange  Act.  As of the date of this  Agreement  and on each Filing
Date,  the  aggregate  market  value  of the  Company's  voting  stock  held  by
nonaffiliates  of the  Company  was or will be equal  to or  greater  than  $150
million.

         (t) Subsequent to the respective dates as of which information is given
in the  Registration  Statement and the  Prospectus,  there has not been (i) any
material adverse change, or any development  which, in the Company's  reasonable
judgment,  is  likely  to cause a  material  adverse  change,  in the  business,
properties or assets described or referred to in the  Registration  Statement or
the  Prospectus,   or  the  results  of  operations,   condition  (financial  or
otherwise),  net worth,  business or operations of the Company taken as a whole,
(ii) any transaction  which is material to the Company,  except  transactions in
the ordinary  course of business,  (iii) any  obligation,  direct or contingent,
which is  material  to the Company  taken as a whole,  incurred by the  Company,
except obligations incurred in the ordinary course of business,  (iv) any change
in the capital stock or outstanding  indebtedness of the Company,  or (v) except
for regular  quarterly  dividends  on the Common Stock in amounts per share that
are consistent  with past  practice,  any dividend or  distribution  of any kind
declared,  paid or made by the  Company on any class of its capital  stock.  The
Company has no material  contingent  obligation  which is not  disclosed  in the
Registration Statement or the Prospectus.

         (u) There are no Persons with  registration  or other similar rights to
have any equity or debt securities,  including  securities which are convertible
into  or  exchangeable  for  equity  securities,   registered  pursuant  to  the
Registration  Statement  or  otherwise  registered  by  the  Company  under  the
Securities  Act,  except with respect to shares which have been or may be issued
in connection with the Company's acquisition of FIDAC.

         (v) The Company (i) does not have any issued or  outstanding  preferred
stock (other than  7,412,500  shares of 7.875%  Series A  Cumulative  Redeemable
Preferred  Stock) or (ii) has not defaulted on any  installment on  indebtedness
for  borrowed  money or on any  rental on one or more  long-term  leases,  which
defaults would have a Material  Adverse Effect on the financial  position of the
Company.  The Company has not filed a report  pursuant to Section 13(a) or 15(d)
of the  Exchange  Act since the filing of its last  Annual  Report on Form 10-K,
indicating  that  it (i)  has  failed  to  pay  any  dividend  or  sinking  fund
installment  on  preferred  stock or (ii) has  defaulted on any  installment  on
indebtedness  for  borrowed  money  or on any  rental  on one or more  long-term
leases,  which  defaults  would have a Material  Adverse Effect on the financial
position of the Company.

         (w) Each of the Company and its  officers,  directors  and  controlling
Persons has not,  directly or indirectly,  taken any action designed to cause or
to result in, or that has  constituted or which might  reasonably be expected to
constitute,  the  stabilization or manipulation of the price of

                                       6


the Common Stock to facilitate  the sale of the Shares,  since the filing of the
Registration  Statement (except pursuant to the Company's dividend  reinvestment
and share  purchase plan (the "DRSPP") or as may  otherwise be  contemplated  by
this Agreement) (A) sold, bid for,  purchased,  or paid anyone any  compensation
for  soliciting  purchases  of,  the  Shares or (B) paid or agreed to pay to any
Person any compensation for soliciting  another to purchase any other securities
of the Company.

         (x) The Shares have been  approved for listing on the NYSE,  subject to
official notice of issuance.

         (y) Neither the  Company nor any of its  affiliates  (i) is required to
register  as a "broker" or "dealer" in  accordance  with the  provisions  of the
Exchange Act or (ii) directly or indirectly through one or more  intermediaries,
controls or has any other  association  with (within the meaning of Article I of
the Bylaws of the National  Association  of  Securities  Dealers  ("NASD"))  any
member firm of the NASD.

         (z) The Company has not relied upon the Agent or legal  counsel for the
Agent for any legal,  tax or accounting  advice in connection  with the offering
and sale of the Shares.

         (aa) Any certificate  signed by any officer of the Company delivered to
the Agent or to counsel  for the Agent  pursuant to or in  connection  with this
Agreement  shall be deemed a  representation  and warranty by the Company to the
Agent as to the matters covered thereby.

         (bb) As of the date of this Agreement,  the investment portfolio of the
Company (i) consists entirely of (a) mortgage-backed  securities guaranteed,  as
to payments of principal and interest,  by either the Federal Home Loan Mortgage
Corporation,  the  Federal  National  Mortgage  Association  or  the  Government
National Mortgage  Association and (b) Federal Home Loan Bank, Federal Home Loan
Mortgage  Corporation or Federal National  Mortgage  Association  debentures and
(ii) all of such mortgage-backed securities are REIT (as defined below) eligible
assets.  As of the date of this Agreement,  the Company has no plan or intention
to  materially  alter  (i) its  capital  investment  policy  or (ii)  except  in
accordance with its capital  investment policy, the percentage of its investment
portfolio  that  is  invested  in  (a)  mortgage-backed   securities  which  are
guaranteed, as to payments of principal and interest, by either the Federal Home
Loan Mortgage  Corporation,  the Federal  National  Mortgage  Association or the
Government National Mortgage Association and (b) Federal Home Loan Bank, Federal
Home  Loan  Mortgage   Corporation  or  Federal  National  Mortgage  Association
debentures.  The Company has good and marketable  title to all of the properties
and assets owned by it, in each case free and clear of any  security  interests,
liens, encumbrances, equities, claims and other defects (except for any security
interest,  lien,  encumbrance  or  claim  that may  otherwise  exist  under  any
applicable repurchase agreement),  except such as do not have a Material Adverse
Effect and do not  interfere  with the use made or  proposed  to be made of such
property or asset by the Company,  and except as described in or contemplated by
the  Prospectus.  The  Company  owns no real  property.  Any real  property  and
buildings  held under lease by the Company are held under  valid,  existing  and
enforceable  leases,  with such exceptions as are disclosed in the Prospectus or
are not material and do not  interfere  with the use made or proposed to be made
of such property and buildings by the Company.

         (cc) The Company has filed all  federal,  state and foreign  income and
franchise  tax  returns  required to be filed on or prior to the date hereof and
has paid taxes  shown as due thereon (or that are  otherwise  due and  payable),
other than taxes which are being  contested in good faith

                                       7


and for  which  adequate  reserves  have been  established  in  accordance  with
generally accepted accounting  principles.  The Company has no knowledge,  after
due inquiry, of any tax deficiency which has been asserted or threatened against
the Company.  To the  knowledge of the Company,  there are no tax returns of the
Company  that are  currently  being  audited by federal,  state or local  taxing
authorities or agencies which would have a Material Adverse Effect.

         (dd) The Company owns or possesses  adequate license or other rights to
use all patents,  trademarks,  service marks, trade names, copyrights,  software
and design licenses, trade secrets,  manufacturing  processes,  other intangible
property rights and know-how (collectively,  "Intangibles") necessary to entitle
the Company to conduct its  business as  described  in the  Prospectus,  and the
Company has not received  notice of  infringement  of or conflict  with (and the
Company knows of no such  infringement  of or conflict with) asserted  rights of
others  with  respect to any  Intangibles  which  could have a Material  Adverse
Effect.

         (ee) The Company  maintains a system of  internal  accounting  controls
sufficient to provide reasonable assurance that (i) transactions are executed in
accordance  with   management's   general  or  specific   authorizations,   (ii)
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements  in  conformity  with  generally  accepted  accounting  principles as
applied in the United States and to maintain asset accountability,  (iii) access
to assets is permitted only in accordance with management's  general or specific
authorization,  and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

         (ff) The  Company  is  insured  by  insurers  of  recognized  financial
responsibility  against such losses and risks and in such amounts as are prudent
and customary in the business in which it is engaged.  The Company has no reason
to believe that it will not be able to renew its existing  insurance coverage as
and when such  coverage  expires  or to obtain  similar  coverage  from  similar
insurers as may be  necessary  to continue its business at a cost that would not
have a Material Adverse Effect.

         (gg) The Company is not in  violation,  and has not received  notice of
any violation with respect to, any applicable  environmental,  safety or similar
law  applicable  to the  business of the  Company.  The Company has received all
permits, licenses or other approvals required of it under applicable federal and
state  occupational  safety and health and environmental laws and regulations to
conduct  its  business,  and the  Company  is in  compliance  with all terms and
conditions of any such permit, license or approval, except any such violation of
law or  regulation,  failure  to receive  required  permits,  licenses  or other
approvals or failure to comply with the terms and  conditions  of such  permits,
licenses  or  approvals  which  could not,  singly or in the  aggregate,  have a
Material Adverse Effect.

         (hh) The Company has not incurred any  liability  for any finder's fees
or similar  payments in connection with the  transactions  herein  contemplated,
except  as may  otherwise  exist  with  respect  to the Agent  pursuant  to this
Agreement.

         (ii)  There are no  existing  or  threatened  labor  disputes  with the
employees  of the  Company  which  are  likely to have,  individually  or in the
aggregate, a Material Adverse Effect.

         (jj)  Neither the Company nor, to the  knowledge  of the  Company,  any
employee or agent of the  Company,  has made any payment of funds of the Company
or received or retained

                                       8


any funds in violation of any law, rule or regulation or of a character required
to be disclosed in the Prospectus.  No relationship,  direct or indirect, exists
between or among the Company,  on the one hand, and the directors,  officers and
stockholders  of the  Company,  on the  other  hand,  which is  required  by the
Securities Act to be described in the Registration  Statement and the Prospectus
that is not so described.

         (kk) The Company,  since its date of inception,  has been, and upon the
sale of the Shares will  continue to be,  organized  and operated in  conformity
with  the  requirements  for  qualification  and  taxation  as  a  "real  estate
investment  trust" (a "REIT")  under  Sections  856 through 860 of the  Internal
Revenue Code of 1986, as amended (the "Code"),  for all taxable years commencing
with its taxable year ended December 31, 1997. The proposed  method of operation
of the  Company as  described  in the  Prospectus  will  enable  the  Company to
continue to meet the requirements for qualification and taxation as a REIT under
the Code,  and no actions have been taken (or not taken which are required to be
taken) which would cause such  qualification  to be lost. The Company intends to
continue to operate in a manner which would permit it to qualify as a REIT under
the Code. The Company has no intention of changing its operations or engaging in
activities  which  would  cause  it to fail  to  qualify,  or make  economically
undesirable its continued qualification, as a REIT.

         (ll) The Company is not and,  after  giving  effect to the offering and
sale  of  the  Shares,  will  not  be  an  "investment  company"  or  an  entity
"controlled"  by an  "investment  company,"  as such  terms are  defined  in the
Investment Company Act of 1940, as amended (the "Investment Company Act").

         (mm) In connection  with the equity shelf program  established  by this
Agreement, the Company has not offered and will not offer shares of Common Stock
or any other  securities  convertible  into or exchangeable for shares of Common
Stock in a manner in violation of the Securities Act.

         (nn) The Common Stock is an  "actively-traded  security"  excepted from
the  requirements  of  Rule  101 of  Regulation  M  under  the  Exchange  Act by
subsection (c)(1) of such rule.

         (oo) The Company has not entered into any other sales agency agreements
or other similar  arrangements with any agent or other representative in respect
of the Shares and the equity shelf program established by this Agreement.

         (pp)  The  Company  is in  compliance  with  all  presently  applicable
provisions of the Sarbanes-Oxley Act of 2002 (the  "Sarbanes-Oxley  Act") and is
actively  taking  steps  to  ensure  that it will be in  compliance  with  other
applicable  provisions of the  Sarbanes-Oxley Act upon the effectiveness of such
provisions.

         Section  3.  SALE  AND  DELIVERY  OF  SECURITIES.  On the  basis of the
representations,  warranties and agreements herein contained, but subject to the
terms and  conditions  herein set forth,  the  Company  agrees to issue and sell
through the Agent,  as sales agent,  and the Agent agrees to use its  reasonable
efforts to sell as sales agent for the Company, the Shares.

         The Shares  are to be sold on a daily  basis or  otherwise  as shall be
agreed to by the  Company and the Agent on any day that is a trading day for the
NYSE  (other  than a day on which

                                       9


the NYSE is scheduled to close prior to its regular weekday  closing time).  The
Company  will  designate  the  maximum  amount of Shares to be sold by the Agent
daily as reasonably agreed to by the Agent and in any event not in excess of the
amount  available  for  issuance  under  the  currently  effective  Registration
Statement.  Subject to the terms and conditions  hereof, the Agent shall use its
reasonable efforts to sell all of the Shares so designated by the Company.

         Notwithstanding  the  foregoing,  the Company may instruct the Agent by
telephone  (confirmed  promptly  by  telecopy)  not to sell Shares if such sales
cannot be effected at or above the price  designated  by the Company in any such
instruction.  Furthermore, the Company shall not authorize the issuance and sale
of, and the Agent shall not be obligated to use its reasonable  efforts to sell,
any Shares at a price lower than the minimum price therefor designated from time
to time by the  Company's  board  of  directors  and  notified  to the  Agent in
writing.  In  addition,  the Company or the Agent may,  upon notice to the other
party hereto by telephone (confirmed promptly by telecopy), suspend the offering
of the Shares; provided,  however, that such suspension or termination shall not
affect or impair the parties' respective  obligations with respect to the Shares
sold hereunder prior to the giving of such notice.  Under no circumstances shall
the number of Shares sold pursuant to this Agreement exceed the number set forth
in  Section 1 or the number of shares of Common  Stock  available  for  issuance
under the currently effective Registration Statement.

         If either party has reason to believe that the exemptive provisions set
forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied
with respect to the Company or the Shares,  it shall  promptly  notify the other
party and sales of Shares under this Agreement  shall be suspended until that or
other  exemptive  provisions  have been satisfied in the judgment of each party.
The Agent shall calculate on a weekly basis the average daily trading volume (as
defined by Rule 100 of Regulation M under the Exchange Act) of the Common Stock.

         The Agent hereby  covenants  and agrees not to make any sales of Shares
on behalf of the Company other than by means of ordinary  brokers'  transactions
between  members of the NYSE that qualify for  delivery of a  Prospectus  to the
NYSE in accordance with Rule 153 under the Securities Act.

         The gross sales price of any Shares sold under this Agreement  shall be
the market  price for  shares of the  Company's  Common  Stock sold by the Agent
under  this  Agreement  on the NYSE at the time of such sale.  The  compensation
payable  to the Agent  for sales of Shares  shall be equal to 2.50% of the gross
sales  price of the  Shares  sold  pursuant  to this  Agreement.  The  remaining
proceeds,  after  further  deduction  for any  transaction  fees  imposed by any
governmental,  regulatory  or  self-regulatory  organization  in respect of such
sales,  shall  constitute  the net  proceeds to the Company for such Shares (the
"Net Proceeds").

         The Agent shall provide written  confirmation to the Company  following
the close of  trading  on the NYSE each day in which  Shares are sold under this
Agreement  setting forth the amount of Shares sold on such day, the Net Proceeds
to the  Company  and the  compensation  payable by the Company to the Agent with
respect to such sales.

         Settlement  for sales of Shares  will occur on the third  business  day
following  the date on which such sales are made,  unless  another date shall be
agreed to by the Company and the Agent (each such day, a "Settlement  Date"). On
each  Settlement  Date, the Shares sold through the Agent for settlement on such
date shall be delivered by the Company to the Agent  against

                                       10


payment of the Net  Proceeds  from the sale of such Shares.  Settlement  for all
Shares  shall be effected by free  delivery of Shares to the Agent's  account at
The  Depository  Trust  Company in return for  payments  by the Agent of the Net
Proceeds from the sale of such Shares in same day funds  delivered to an account
designated by the Company.  If the Company  shall  default on its  obligation to
deliver  Shares on any  Settlement  Date,  the Company  shall (i) hold the Agent
harmless  against any loss,  claim or damage arising from or as a result of such
default by the Company and (ii) pay the Agent any  commission  to which it would
otherwise be entitled absent such default.  If the Agent breaches this Agreement
by failing to deliver the  applicable  Net Proceeds on any  Settlement  Date for
Shares  delivered by the Company,  the Agent will pay the Company interest based
on the effective overnight federal funds rate.

         On each date of execution  of any sale order (a "Trade  Date") and each
Filing Date,  the Company shall be deemed to have affirmed each  representation,
warranty,  covenant and other agreement contained in this Agreement. The Company
covenants and agrees with the Agent that on or prior to the second  business day
after any date on which the Company  shall file an annual report on Form 10-K or
quarterly report on Form 10-Q in respect of any quarter in which sales of Shares
were made by the Agent under this Agreement  (each such date, a "Filing  Date"),
the Company will (i) affirm in writing each representation,  warranty,  covenant
and  other  agreement  contained  in  this  Agreement,  (ii)  file a  prospectus
supplement to the Prospectus included as part of the Registration Statement with
the Commission  under the applicable  paragraph of Rule 424(b) of the Securities
Act, which  prospectus  supplement will set forth,  with regard to such quarter,
the  number of Shares  sold  through  the Agent  under this  Agreement,  the Net
Proceeds received by the Company and the compensation paid by the Company to the
Agent  with  respect to sales of Shares  pursuant  to this  Agreement  and (iii)
deliver such number of copies of each such prospectus  supplement to the NYSE as
are required by such exchange. Any obligation of the Agent to use its reasonable
efforts  to sell the  Shares on behalf of the  Company  shall be  subject to the
continuing accuracy of the  representations  and warranties of the Company,  and
the performance by the Company of its  obligations,  set forth in this Agreement
and to the continuing  satisfaction  of the additional  conditions  specified in
Sections 4 and 5 of this Agreement.

         Section 4. COVENANTS OF THE COMPANY.  The Company hereby  covenants and
agrees with the Agent that:

         (a) During the period in which a  Prospectus  relating to the Shares is
required to be delivered  under the Securities  Act, the Company will notify the
Agent  promptly of the time when any  subsequent  amendment to the  Registration
Statement has become  effective or any  subsequent  supplement to the Prospectus
has been filed. The Company will prepare and file with the Commission,  promptly
upon the Agent's  request,  any amendments or  supplements  to the  Registration
Statement or the  Prospectus  that, in the Agent's  reasonable  opinion,  may be
necessary  or  advisable  in  connection  with the offering of the Shares by the
Agent. The Company will not file any amendment or supplement to the Registration
Statement or the Prospectus, during the period in which a Prospectus relating to
the Shares is required to be delivered  under the Securities  Act, unless a copy
thereof  has been  submitted  to the Agent a  reasonable  period of time  before
filing with the Commission and the Agent has not  reasonably  objected  thereto.
The  Company  will  file  promptly  all  reports  and any  definitive  proxy  or
information  statements  required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
the delivery of a Prospectus is required in connection with the offering or sale
of the Shares and to advise the Agent of any such  filing.  During the period in
which a Prospectus  relating to the Shares is required to be delivered under the
Securities

                                       11


Act, the Company will furnish to the Agent at the time of filing thereof, a copy
of any document  that upon filing is deemed to be  incorporated  by reference in
the  Registration  Statement  or the  Prospectus.  During  the period in which a
Prospectus  relating  to the  Shares  is  required  to be  delivered  under  the
Securities  Act, the Company  will cause each  amendment  or  supplement  to the
Prospectus  to be  filed  with  the  Commission  as  required  pursuant  to  the
applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any
document  to be  incorporated  therein  by  reference,  to  be  filed  with  the
Commission as required  pursuant to the Exchange Act, within the prescribed time
period.

         (b) The Company  will  promptly  advise the Agent of any request by the
Commission for any amendment or supplement to the Registration  Statement or the
Prospectus or for additional  information  with respect  thereto or of notice of
institution  of  proceedings  for or the entry of a stop  order  suspending  the
effectiveness  of the  Registration  Statement  by the  Commission  and,  if the
Commission  should  enter  a stop  order  suspending  the  effectiveness  of the
Registration Statement, to use its best efforts to obtain the lifting or removal
of such order as soon as possible. The Company will promptly advise the Agent of
any proposal to amend or supplement  the  Registration  Statement or Prospectus,
including  by  filing  any  documents  that  would be  incorporated  therein  by
reference,  and to file no such amendment or supplement to which the Agent shall
object in writing.

         (c)  The  Company  will  make  available  to  the  Agent,  as  soon  as
practicable  after the Registration  Statement  becomes effective and thereafter
from  time to  time  furnish  to the  Agent  copies  of the  Prospectus  (or the
Prospectus  as  amended  or  supplemented  if the  Company  shall  have made any
amendments or supplements  thereto after the effective date of the  Registration
Statement) in such  quantities and at such locations as the Agent may reasonably
request for the purposes  contemplated by the Securities  Act, which  Prospectus
and any  amendments  or  supplements  thereto  furnished  to the  Agent  will be
materially  identical to the version created to be transmitted to the Commission
for filing via EDGAR,  except to the extent  permitted by Regulation S-T. For so
long as this Agreement is in effect,  the Company will prepare and file promptly
such amendments or supplements to the Registration  Statement and the Prospectus
as may be necessary to comply with the  requirements of Section  10(a)(3) of the
Securities Act.

         (d) The Company will promptly  notify the Agent to suspend the offering
of Shares upon the  happening of any event known to the Company  within the time
during  which a  Prospectus  relating to the Shares is required to be  delivered
under the Securities Act which, in the reasonable judgment of the Company, would
require the making of any change in the  Prospectus  then being used,  or in the
information  incorporated by reference therein, so that the Prospectus would not
include an untrue  statement of material  fact or omit to state a material  fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the circumstances under which they were made, not misleading,  and,
during such time period, to prepare and furnish,  at the Company's  expense,  to
the Agent promptly such  amendments or supplements to such  Prospectus as may be
necessary  to reflect  any such  change and to furnish  the Agent with a copy of
such  proposed  amendment  or  supplement  before  filing any such  amendment or
supplement  with the  Commission  and  thereafter  promptly to  furnish,  at the
Company's expense, to the Agent, copies in such quantities and at such locations
as the  Agent  may  from  time  to time  reasonably  request  of an  appropriate
amendment to the Registration  Statement or supplement to the Prospectus so that
the Prospectus as so amended or supplemented (i) will reflect such change,  (ii)
will  not,  in the  light  of the  circumstances  when  it is so  delivered,  be
misleading and (iii) will comply with applicable securities laws.

                                       12


         (e) The Company will furnish  such  information  as may be required and
otherwise to cooperate in qualifying  the Shares for offering and sale under the
securities or blue sky laws of such jurisdictions as the Agent may designate and
to  maintain  such  qualifications  in  effect  so  long  as  required  for  the
distribution  of the Shares;  provided that the Company shall not be required to
qualify as a foreign  corporation  or to consent to the service of process under
the laws of any such jurisdiction (except service of process with respect to the
offering and sale of the Shares).  The Company will promptly advise the Agent of
the receipt by the Company of any notification with respect to the suspension of
the  qualification  of the Shares for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose.

         (f) The Company  will  furnish to the Agent for a period of three years
from  the  date of  final  Filing  Date  (i)  copies  of any  reports  or  other
communications  which the Company  shall send  directly to its  stockholders  or
shall from time to time  publish or  publicly  disseminate,  (ii)  copies of all
annual,  quarterly and current  reports filed with the Commission on Forms 10-K,
10-Q and 8-K, or such other similar form as may be designated by the Commission,
(iii)  copies of any  financial  statements  or reports  filed with any national
securities  exchange on which any class of  securities of the Company is listed,
and (iv) such other  information as the Agent may reasonably  request  regarding
the Company, in each case as soon as such reports, communications,  documents or
information becomes available.

         (g) The Company will make generally  available to its  stockholders  as
soon  as  practicable,  and  in  the  manner  contemplated  by  Rule  158 of the
Securities  Act but in any event not later  than 15 months  after the end of the
Company's  current  fiscal  quarter,  an earnings  statement  (which need not be
audited)  covering  a  12-month  period  beginning  after the date upon  which a
prospectus  supplement is filed pursuant to Rule 424(b) under the Securities Act
that shall satisfy the  provisions of Section  11(a) of the  Securities  Act and
Rule 158 thereunder and will advise the Agent in writing when such statement has
been made available.

         (h)  Whether  or  not  the  transactions   contemplated  hereunder  are
consummated  or this  Agreement is  terminated,  the Company will pay all of its
costs,  expenses,  fees and taxes incident to the performance of its obligations
hereunder,  including,  but not limited to, such costs, expenses, fees and taxes
in connection with (i) the preparation and filing of the Registration Statement,
the Prospectus,  each prospectus  supplement  filed by the Company in connection
with the offering and sale of Shares by the Agent under this  Agreement  and any
amendments or  supplements  thereto and the printing and furnishing of copies of
each thereof to the Agent  (including  costs of mailing and shipment),  (ii) the
registration,  issue, sale and delivery of the Shares, (iii) the producing, word
processing  and/or  printing of this  Agreement,  any power of attorney  and any
closing documents (including  compilations  thereof) and the reproduction and/or
printing and furnishing of copies of each thereof to the Agent  (including costs
of mailing and shipment),  (iv) the qualification of the Shares for offering and
sale under state laws and the  determination of their eligibility for investment
under state law as aforesaid  (including  the  reasonable  legal fees and filing
fees and other  disbursements  of counsel  for the Agent) and the  printing  and
furnishing  of copies of any blue sky  surveys to the Agent,  (v) the listing of
the Shares on the NYSE and any registration thereof under the Exchange Act, (vi)
any filing for review of the public  offering  of the Shares by the NASD,  (vii)
the reasonable fees and  disbursements of the Company's counsel and accountants,
and (viii) the performance of the Company's  other  obligations  hereunder.  The
Agent will pay its own  out-of-pocket  costs and expenses incurred in connection
with entering  into this  Agreement and the  transactions  contemplated  by this
Agreement,  including, without limitation,  travel,  reproduction,  printing and

                                       13


similar expenses as well as the fees and disbursements of its legal counsel, and
will reimburse the Company for certain expenses  incurred in connection with the
offer and sale of the Shares.

         (i) The Company will apply the net proceeds from the sale of the Shares
in the manner set forth in the Prospectus.

         (j) The  Company  will not sell,  offer or agree to sell,  contract  to
sell,  pledge,  register,  grant any option to purchase or otherwise dispose of,
directly or  indirectly,  any shares of capital stock or securities  convertible
into or exchangeable, exercisable or redeemable for capital stock or warrants or
other rights to purchase  capital stock,  except (i) for the registration of the
Shares and the sales of Shares  through the Agent  pursuant  to this  Agreement,
(ii) for sales of shares through the DRSPP,  (iii) for options granted  pursuant
to  employee  benefit  plans and for shares of Common  Stock  issuable  upon the
exercise  of such  outstanding  options  during the period from the date of this
Agreement through the final Filing Date for the sale of Shares  hereunder,  (iv)
the grant of awards pursuant to the Company's Long-Term Stock Incentive Plan and
(v) for the registration of shares issued,  and the issuance and registration of
shares in connection with its acquisition of FIDAC, without (a) giving the Agent
at least three business days' prior written notice  specifying the nature of the
proposed sale and the date of such  proposed  sale and (b) the Agent  suspending
activity under this program for such period of time as requested by the Company.

         (k) At any time during the term of this Agreement, as supplemented from
time to time, the Company will advise the Agent  immediately after it shall have
received  notice or obtain  knowledge  thereof,  of any information or fact that
would  alter or  affect  any  opinion,  certificate,  letter  or other  document
provided to the Agent pursuant to Section 5 of this Agreement.

         (l) Upon  commencement  of the offering of Shares under this Agreement,
and each time that (i) the  Registration  Statement or the  Prospectus  shall be
amended or  supplemented  (other than a prospectus  supplement to the Prospectus
included as part of the  Registration  Statement  filed  pursuant to Rule 424(b)
under the Securities Act that contains  solely the  information set forth in the
final  paragraph  of  Section  3 of this  Agreement  or  relating  solely to the
offering  of  securities  other than the  Shares),  (ii) there is filed with the
Commission any document  incorporated  by reference  into the Prospectus  (other
than a current report on Form 8-K, unless the Agent shall  otherwise  reasonably
request)  or (iii) as  otherwise  may be required in Section  5(e)  hereof,  the
Company  will  furnish  or  cause  to be  furnished  forthwith  to the  Agent  a
certificate  dated the date of  effectiveness  of such  amendment or the date of
filing with the Commission of such supplement or other document, as the case may
be,  in a form  satisfactory  to the  Agent to the  effect  that the  statements
contained in the certificate referred to in Section 5(e) of this Agreement which
were  last  furnished  to the  Agent  are true and  correct  at the time of such
amendment, supplement or filing, as the case may be, as though made at and as of
such  time  (except  that  such  statements  shall be  deemed  to  relate to the
Registration  Statement and the Prospectus as amended and  supplemented  to such
time) or, in lieu of such  certificate,  a certificate  of the same tenor as the
certificate  referred to in said  Section  5(e),  but  modified as  necessary to
relate  to  the  Registration  Statement  and  the  Prospectus  as  amended  and
supplemented,  or to the document incorporated by reference into the Prospectus,
to the time of delivery of such certificate.

In addition,  upon  commencement of the offering of Shares under this Agreement,
the  Company  will  furnish  or cause to be  furnished  promptly  to the Agent a
certificate of two of its executive officers in a form satisfactory to the Agent
stating the minimum price designated from time to

                                       14


time by the Company's board of directors for the sale of Shares pursuant to this
Agreement or, in connection with any amendment, revision or modification of such
minimum price, a new certificate with respect thereto.

         (m) Upon  commencement  of the offering of Shares under this Agreement,
and each time that (i) the  Registration  Statement or the  Prospectus  shall be
amended or  supplemented  (other than a prospectus  supplement to the Prospectus
included as part of the  Registration  Statement  filed  pursuant to Rule 424(b)
under the Securities Act that contains  solely the  information set forth in the
final  paragraph  of  Section  3 of this  Agreement  or  relating  solely to the
offering  of  securities  other than the Shares) or (ii) there is filed with the
Commission any document  incorporated  by reference  into the Prospectus  (other
than a current report on Form 8-K, unless the Agent shall  otherwise  reasonably
request),  the Company will  furnish or cause to be  furnished  forthwith to the
Agent and to counsel to the Agent written opinions of McKee Nelson LLP, external
counsel to the Company  ("External  Company  Counsel"),  and R. Nicholas  Singh,
General Counsel of the Company ("Internal  Company  Counsel"),  or other counsel
satisfactory to the Agent,  dated the date of effectiveness of such amendment or
the date of filing with the Commission of such supplement or other document,  as
the case  may be,  in form  and  substance  satisfactory  to the  Agent  and its
counsel,  of the same tenor as the opinions  referred to in Section 5(c) of this
Agreement, but modified as necessary to relate to the Registration Statement and
the Prospectus as amended and supplemented,  or to the document  incorporated by
reference into the Prospectus, to the time of delivery of such opinion.

         (n) Upon  commencement  of the offering of Shares under this Agreement,
and each time that (i) the  Registration  Statement or the  Prospectus  shall be
amended or supplemented to include additional  amended financial  information or
(ii) there is filed with the Commission any document  incorporated  by reference
into the Prospectus  which contains  additional  amended  financial  information
(other  than a current  report on Form 8-K,  unless  the Agent  shall  otherwise
reasonably  request),   the  Company  will  cause  the  Accountants,   or  other
independent accountants  satisfactory to the Agent, to furnish within 5 business
days thereafter to the Agent a letter,  dated the date of  effectiveness of such
amendment or the date of filing of such  supplement  or other  document with the
Commission,  as the case  may be,  in form  satisfactory  to the  Agent  and its
counsel, of the same tenor as the letter referred to in Section 5(d) hereof, but
modified  as  necessary  to  relate  to  the  Registration   Statement  and  the
Prospectus,  as amended and  supplemented,  or to the document  incorporated  by
reference into the Prospectus, to the date of such letter.

         (o) The Company  consents to the Agent trading in the Company's  Common
Stock for the Agent's own account and for the account of its clients at the same
time as sales of Shares occur pursuant to this Agreement.

         (p) For three years from the date of this  Agreement,  the Company will
furnish to its  stockholders  within 120 days after the end of each fiscal year,
for so long as the Company  shall not be  required  to file annual and  periodic
reports with the Commission under the Exchange Act, audited financial statements
(including a balance sheet and statements of income, stockholders' equity and of
cash flow of the  Company for such fiscal  year),  accompanied  by a copy of the
certificate or report  thereon of nationally  recognized  independent  certified
public accountants.

         (q) If to the  knowledge of the  Company,  any  condition  set forth in
Section  5(a) or 5(f) hereof  shall not have been  satisfied  on the  applicable
Settlement Date, the Company will

                                       15


offer to any person who has agreed to  purchase  Shares  from the Company as the
result  of an offer to  purchase  solicited  by the Agent the right to refuse to
purchase and pay for such Shares.

         (r) The Company  will  disclose in its annual  reports on Form 10-K and
quarterly reports on Form 10-Q, as applicable, the number of Shares sold through
the  Agent  under  this  Agreement,  the Net  Proceeds  to the  Company  and the
compensation  paid by the Company  with  respect to sales of Shares  pursuant to
this Agreement during the relevant quarter.

         (s) The  Company  will use its best  efforts  to cause the Shares to be
listed on the NYSE and to  maintain  such  listing and to file with the NYSE all
documents and notices  required by the New York Stock Exchange of companies that
have securities that are listed on the NYSE.

         (t) The Company will engage and maintain,  at its expense,  a registrar
and transfer agent for the Shares.

         (u) The Company will not (i) take,  directly or indirectly,  any action
designed to stabilize or manipulate the price of any security of the Company, or
which  may  cause or  result  in, or which  might in the  future  reasonably  be
expected to cause or result in, the  stabilization  or manipulation of the price
of any security of the Company,  to facilitate  the sale or resale of any of the
Shares,  (ii)  sell,  bid  for,  purchase  or pay  any  Person  (other  than  as
contemplated  by  the  provisions  of  this  Agreement)  any   compensation  for
soliciting  purchases of the Shares,  or (iii) pay or agree to pay to any Person
any  compensation  for soliciting any order to purchase any other  securities of
the Company other than as contemplated by the provisions of this Agreement.

         (v) The  Company  will not  invest in  futures  contracts,  options  on
futures  contracts or options on  commodities  unless the Company is exempt from
the  registration  requirements  of the Commodity  Exchange Act, as amended,  or
otherwise complies with the Commodity Exchange Act, as amended. In addition, the
Company  will  not  engage  in any  activities  which  might be  subject  to the
Commodity Exchange Act, as amended,  unless such activities are exempt from that
Act or otherwise comply with that Act or with an applicable  no-action letter to
the Company from the Commodities Futures Trading Commission.

         (w)  The  Company  will  comply  with  all  of  the  provisions  of any
undertakings in the Registration Statement.

         (x) The Company has been organized and operated in conformity  with the
requirements for  qualification  and taxation of the Company as a REIT under the
Code, and the Company's proposed methods of operation will enable the Company to
continue to meet the requirements for qualification and taxation as a REIT under
the Code for subsequent taxable years.

         (y) The  Company  will  not be or  become,  at any  time  prior  to the
expiration of three years after the final Filing Date under this  Agreement,  an
"investment company," as such term is defined in the Investment Company Act.

         (z)  The  Company  has  retained  the   Accountants  as  its  qualified
accountants  and qualified tax experts (i) to test procedures and conduct annual
compliance reviews designed to determine  compliance with the REIT provisions of
the Code and the Company's  exempt status under the  Investment  Company Act and
(ii) to  otherwise  assist the  Company  in  monitoring

                                       16


appropriate  accounting systems and procedures designed to determine  compliance
with the REIT  provisions of the Code and the Company's  exempt status under the
Investment Company Act.

         Section 5.  CONDITIONS OF AGENT'S  OBLIGATIONS.  The obligations of the
Agent  hereunder  are  subject to (i) the  accuracy of the  representations  and
warranties on the part of the Company on the date hereof,  any  applicable  date
referred to in Section 4(l) and as of each Settlement Date, (ii) the performance
by the Company of its obligations  hereunder and (iii) the following  additional
conditions precedent:

         (a) (i) No stop order with respect to the  effectiveness  of any one of
the  Registration  Statement  shall have been issued under the Securities Act or
proceedings  initiated  under Section 8(d) or 8(e) of the  Securities Act and no
order directed at any document  incorporated  by reference  therein and no order
preventing  or  suspending  the use of the  Prospectus  has been  issued  by the
Commission, and no suspension of the qualification of the Shares for offering or
sale in any jurisdiction, or to the knowledge of the Company or the Agent of the
initiation or  threatening  of any  proceedings  for any of such  purposes,  has
occurred;  (ii)  the  Registration  Statement  and all  amendments  thereto,  or
modifications  thereof,  if any,  shall not  contain  an untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary  to  make  the  statements  therein  not  misleading;  and  (iii)  the
Prospectus and all amendments or supplements thereto, or modifications  thereof,
if any,  shall not  contain an untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein, in the light of the circumstances under which they are made,
not misleading.

         (b) No material and unfavorable  change,  financial or otherwise (other
than as  referred  to in the  Registration  Statement  and  Prospectus),  in the
business, condition, net worth or prospects of the Company shall occur or become
known and no transaction  which is material and unfavorable to the Company shall
have been entered into by the Company.

         (c) The Company shall furnish or cause to be furnished to the Agent, on
every date  specified  in Section  4(m)  hereof,  opinions of  External  Company
Counsel and Internal Company  Counsel,  in each case addressed to the Agent, and
dated as of such date,  and in form  satisfactory  to the Agent and its counsel,
substantially  in the form of EXHIBIT A and  EXHIBIT B,  respectively,  attached
hereto.

         (d) At the dates specified in Section 4(n) hereof, the Agent shall have
received from the  Accountants  letters  dated the date of delivery  thereof and
addressed to the Agent in form and substance  satisfactory  to the Agent and its
counsel.

         (e) The Company will deliver to the Agent a  certificate,  prior to the
next business day following each Filing Date (each, a  "Certificate  Date"),  of
two of its  executive  officers to the effect that (i) the  representations  and
warranties of the Company as set forth in this Agreement are true and correct as
of the Certificate Date, (ii) the Company has performed or shall perform such of
its  obligations  under this  Agreement as are to be performed at or before each
such Certificate  Date, and (iii) the conditions set forth in paragraphs (a) and
(b) of this Section 5 have been met.

         In addition, on each Certificate Date, the certificate shall also state
that the Shares sold  during the period to which the  certificate  relates  have
been duly and validly  authorized by the

                                       17


Company  and  that  all   corporate   action   required  to  be  taken  for  the
authorization, issuance and sale of the Shares on that date has been validly and
sufficiently taken.

         (f) All  filings  with the  Commission  required  by Rule 424 under the
Securities  Act to have been filed by the  Settlement  Date shall have been made
within the applicable time period prescribed for such filing by Rule 424.

         (g) The  Shares  shall  have been  approved  for  listing  on the NYSE,
subject only to notice of issuance at or prior to the Settlement Date.

         (h) The Company shall have furnished to the Agent such other  documents
and  certificates  as to the accuracy and  completeness  of any statement in the
Registration Statement and the Prospectus as of the Settlement Date as the Agent
may reasonably request.

         (i) The NASD shall not have raised any  objection  with  respect to the
fairness and reasonableness of the terms and arrangements under this Agreement.

         (j) No  amendment  or  supplement  to  the  Registration  Statement  or
Prospectus,  including documents deemed to be incorporated by reference therein,
shall be filed to which the Agent objects in writing.

(k)  Between the time of  execution  of this  Agreement  and the time of sale of
Shares through the Agent,  as the case may be, there shall not have occurred any
downgrading, nor shall any notice or announcement have been given or made of (i)
         any  intended or potential  downgrading  or (ii) any review or possible
change that
does not indicate an  improvement,  in the rating  accorded any securities of or
guaranteed  by the  Company by any  "nationally  recognized  statistical  rating
organization,"  as that term is defined in Rule  436(g)(2)  under the Securities
Act.

         Section 6. INDEMNIFICATION AND CONTRIBUTION.

         (a) The  Company  agrees to  indemnify,  defend and hold  harmless  the
Agent,  its partners,  directors  and officers,  and any Person who controls the
Agent  within the meaning of Section 15 of the  Securities  Act or Section 20 of
the Exchange Act, and the successors and assigns of all of the foregoing Persons
from and against any loss, damage, expense,  liability or claim (including,  but
not  limited  to, the  reasonable  cost of  investigation)  which,  jointly  and
severally,  the Agent or any such Person may incur under the Securities Act, the
Exchange Act,  federal or state  statutory law or regulation,  the common law or
otherwise,  insofar as such loss, damage, expense, liability or claim arises out
of or is based upon (i) any untrue  statement or alleged  untrue  statement of a
material fact contained in the  Registration  Statement (or in the  Registration
Statement as amended by any post-effective  amendment thereof by the Company) or
in a Prospectus,  or in any documents filed under the Exchange Act and deemed to
be incorporated by reference into the Prospectus, or in any application or other
document executed by or on behalf of the Company or based on written information
furnished by or on behalf of the Company filed in any  jurisdiction  in order to
qualify the Shares under the  securities  or blue sky laws thereof or filed with
the  Commission,  (ii) any  omission  or alleged  omission  to state in any such
document a material fact required to be stated  therein or necessary to make the
statements made therein, in the light of the circumstances under which they were
made,  not  misleading  or (iii) any act or failure to act or any alleged act or
failure to act by the Agent in  connection  with,  or relating in any manner to,
the Shares or the sale of Shares  contemplated  hereby, and which is included as
part of

                                       18


or referred to in any loss, damage, expense,  liability, claim or action arising
out of or based upon matters  covered by clause (i) or (ii) above (provided that
the  Company  shall not be liable  under this  clause  (iii) to the extent it is
finally  judicially  determined by a court of competent  jurisdiction  that such
loss,  damage,  expense,  liability,  claim or action resulted directly from any
such acts or  failures  to act  undertaken  or  omitted to be taken by the Agent
through its gross negligence or willful misconduct),  except insofar as any such
loss,  damage,  expense,  liability  or claim arises out of or is based upon any
untrue statement or alleged untrue statement of a material fact contained in and
in conformity with information furnished in writing by or on behalf of the Agent
to  the  Company  expressly  for  use  with  reference  to  the  Agent  in  such
Registration  Statement or such Prospectus or arises out of or is based upon any
omission or alleged  omission to state a material fact in  connection  with such
information  required  to be  stated  in  such  Registration  Statement  or such
Prospectus or necessary to make such information not misleading.

         If any action, suit or proceeding (together, a "Proceeding") is brought
against the Agent or any such Person in respect of which indemnity may be sought
against  the  Company  pursuant to the  foregoing  paragraph,  the Agent or such
Person shall promptly  notify the Company in writing of the  institution of such
Proceeding  and the  Company  shall  assume  the  defense  of  such  Proceeding,
including the employment of counsel reasonably  satisfactory to such indemnified
party and payment of all fees and expenses; provided, however, that the omission
to so notify the Company shall not relieve the Company from any liability  which
the Company may have to the Agent or any such Person or otherwise.  The Agent or
such Person  shall have the right to employ its or their own counsel in any such
case,  but the fees and expenses of such counsel  shall be at the expense of the
Agent or such  Person  unless the  employment  of such  counsel  shall have been
authorized  in writing by the  Company in  connection  with the  defense of such
Proceeding or the Company shall not have,  within a reasonable period of time in
light of the  circumstances,  employed  counsel to have charge of the defense of
such  Proceeding  or such  indemnified  party or parties  shall have  reasonably
concluded that there may be defenses available to it or them which are different
from, additional to or in conflict with those available to the Company (in which
case the  Company  shall  not  have the  right to  direct  the  defense  of such
Proceeding  on  behalf of the  indemnified  party or  parties),  in any of which
events such fees and expenses shall be borne by the Company and paid as incurred
(it being  understood,  however,  that the  Company  shall not be liable for the
expenses of more than one separate counsel (in addition to any local counsel) in
any one  Proceeding or series of related  Proceedings  in the same  jurisdiction
representing the indemnified  parties who are parties to such  Proceeding).  The
Company  shall not be  liable  for any  settlement  of any  Proceeding  effected
without its  written  consent  but if settled  with the  written  consent of the
Company,  the Company  agrees to indemnify  and hold  harmless the Agent and any
such person from and against any loss or liability by reason of such settlement.
Notwithstanding  the foregoing  sentence,  if at any time an  indemnified  party
shall have requested the Company to reimburse the indemnified party for fees and
expenses of counsel as  contemplated  by the second  sentence of this paragraph,
then the  Company  agrees  that it shall be  liable  for any  settlement  of any
Proceeding  effected  without  its  written  consent if (i) such  settlement  is
entered  into more than 60  business  days after  receipt by the  Company of the
aforesaid  request,  (ii) the Company shall not have  reimbursed the indemnified
party in accordance  with such request prior to the date of such  settlement and
(iii) such indemnified party shall have given the indemnifying party at least 30
days' prior notice of its intention to settle.  The Company  shall not,  without
the prior written consent of the indemnified party, effect any settlement of any
pending or threatened Proceeding in respect of which any indemnified party is or
may  be a  party  and  indemnity  could  have  been  sought  hereunder  by  such
indemnified party, unless such settlement  includes an unconditional  release of
such indemnified  party from all liability on claims that are the subject matter
of such

                                       19


Proceeding and does not include an admission of fault,  culpability or a failure
to act, by or on behalf of such indemnified party.

         (b) The  Agent  agrees  to  indemnify,  defend  and hold  harmless  the
Company, any Person who controls the Company within the meaning of Section 15 of
the  Securities  Act or Section 20 of the Exchange Act and each  director of the
Company and each  officer of the Company who signed the  Registration  Statement
from and against any loss, damage, expense,  liability or claim (including,  but
not  limited  to,  the  reasonable  cost of  investigation)  which,  jointly  or
severally,  the Company or any such Person may incur under the  Securities  Act,
the Exchange Act,  federal or state statutory law or regulation,  the common law
or otherwise,  insofar as such loss, damage, expense,  liability or claim arises
out of or is based upon any (i) untrue  statement or alleged untrue statement of
a material fact contained in, and in conformity  with  information  furnished in
writing  by or on  behalf  of the Agent to the  Company  expressly  for use with
reference to the Agent in, the  Registration  Statement (or in the  Registration
Statement as amended by or on behalf of any post-effective  amendment thereof by
the Company) or in a Prospectus,  or in any  documents  filed under the Exchange
Act and deemed to be incorporated  by reference into the  Prospectus,  or in any
application or other  document  executed by or on behalf of the Company or based
on written  information  furnished  by or on behalf of the Company  filed in any
jurisdiction  in order to qualify the Shares  under the  securities  or blue sky
laws thereof or filed with the  Commission or (ii) omission or alleged  omission
to state in any such document a material  fact in  connection  with such written
information  required to be stated  therein or necessary  to make the  statement
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.

         If any Proceeding is brought  against the Company or any such Person in
respect of which  indemnity  may be sought  against  the Agent  pursuant  to the
foregoing paragraph,  the Company or such Person shall promptly notify the Agent
in writing of the  institution of such Proceeding and the Agent shall assume the
defense of such  Proceeding,  including  the  employment  of counsel  reasonably
satisfactory  to such  indemnified  party and payment of all fees and  expenses;
provided,  however,  that the  omission to so notify the Agent shall not relieve
the Agent from any liability which the Agent may have to the Company or any such
Person or  otherwise.  The Company or such Person shall have the right to employ
its own  counsel in any such case,  but the fees and  expenses  of such  counsel
shall be at the expense of the Company or such Person  unless the  employment of
such counsel  shall have been  authorized  in writing by the Agent in connection
with the defense of such Proceeding or the Agent shall not have employed counsel
to have charge of the defense of such  Proceeding or such  indemnified  party or
parties shall have reasonably  concluded that there may be defenses available to
it or them which are  different  from or additional to or in conflict with those
available  to the  Agent (in  which  case the Agent  shall not have the right to
direct the  defense of such  Proceeding  on behalf of the  indemnified  party or
parties, but the Agent may employ counsel and participate in the defense thereof
but the fees and expenses of such counsel shall be at the expense of the Agent),
in any of which  events such fees and  expenses  shall be borne by the Agent and
paid as  incurred  (it being  understood,  however,  that the Agent shall not be
liable for the  expenses of more than one  separate  counsel (in addition to any
local  counsel) in any one  Proceeding or series of related  Proceedings  in the
same jurisdiction  representing the indemnified  parties who are parties to such
Proceeding).  The  Agent  shall  not be liable  for any  settlement  of any such
Proceeding  effected  without the written  consent of the Agent,  but if settled
with the written  consent of the Agent,  the Agent agrees to indemnify  and hold
harmless  the Company and any such Person from and against any loss or liability
by reason of such settlement.  Notwithstanding the foregoing sentence, if at any
time an  indemnified  party  shall have  requested  the Agent to  reimburse  the
indemnified party for fees and expenses of

                                       20


counsel as contemplated by the second sentence of this paragraph, then the Agent
agrees that it shall be liable for any  settlement  of any  Proceeding  effected
without its written  consent if (i) such settlement is entered into more than 60
business  days after  receipt by the Agent of the  aforesaid  request,  (ii) the
Agent shall not have  reimbursed the  indemnified  party in accordance with such
request prior to the date of such  settlement and (iii) such  indemnified  party
shall have given the Agent at least 30 days' prior  notice of its  intention  to
settle.  The  Agent  shall  not,  without  the  prior  written  consent  of  the
indemnified party, effect any settlement of any pending or threatened Proceeding
in  respect  of which any  indemnified  party is or could  have been a party and
indemnity could have been sought  hereunder by such  indemnified  party,  unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such Proceeding.

         (c)  If  the  indemnification   provided  for  in  this  Section  6  is
unavailable to an  indemnified  party under  subsections  (a) and/or (b) of this
Section 6 in respect of any losses,  damages,  expenses,  liabilities  or claims
referred to therein, then in order to provide just and equitable contribution in
such circumstance,  each applicable  indemnifying party, in lieu of indemnifying
such indemnified  party,  shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, damages, expenses,  liabilities or
claims (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Agent on the other hand from the
offering  of the  Shares or (ii) if,  but only if, the  allocation  provided  by
clause (i) above is not  permitted by applicable  law, in such  proportion as is
appropriate to reflect not only the relative  benefits referred to in clause (i)
above  but also the  relative  fault of the  Company  on the one hand and of the
Agent on the other in connection with the statements or omissions which resulted
in such losses, damages,  expenses,  liabilities or claims, as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the  Agent on the  other  shall be  deemed to be in the same
respective  proportion  as the  total net  proceeds  from the  offering  (net of
commissions but before deducting expenses) received by the Company and the total
compensation  (before deducting expenses) received by the Agent from the sale of
Shares on behalf of the Company.  The  relative  fault of the Company on the one
hand and of the Agent on the other shall be  determined  by reference  to, among
other  things,  whether the untrue  statement or alleged  untrue  statement of a
material fact or omission or alleged omission relates to information supplied by
the Company or by the Agent and the parties' relative intent, knowledge,  access
to information and opportunity to correct or prevent such statement or omission.
The  amount  paid or  payable  by a party as a result  of the  losses,  damages,
expenses,  liabilities and claims referred to in this subsection shall be deemed
to include any legal or other fees or expenses reasonably incurred by such party
in connection with investigating,  preparing to defend or defending any claim or
Proceeding.

         (d) The  Company  and the  Agent  agree  that it would  not be just and
equitable if contribution pursuant to this Section 6 were determined by pro rata
allocation  or by any other method of  allocation  that does not take account of
the   equitable   considerations   referred   to  in   subsection   (c)   above.
Notwithstanding  the provisions of this Section 6, the Agent shall not be liable
or responsible  for, or be required to contribute,  any amount  pursuant to this
Section 6 in excess of the amount of the  commissions  applicable  to the Shares
sold by the Agent. No Person guilty of fraudulent  misrepresentation (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  Person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

                                       21


         (e) The indemnity and contribution agreements contained in this Section
6 and the covenants,  warranties,  representations and agreements of the Company
contained in this Agreement or in any  certificates  delivered  pursuant to this
Agreement shall remain in full force and effect  regardless of any investigation
made by or on behalf of the Agent,  its  directors  and  officers  or any Person
(including  each  partner,  officer or director of such Person) who controls the
Agent  within the meaning of Section 15 of the  Securities  Act or Section 20 of
the Exchange  Act, or by or on behalf of the Company,  its directors or officers
or any Person who controls  the Company  within the meaning of Section 15 of the
Securities  Act or  Section  20 of the  Exchange  Act,  and  shall  survive  any
termination  of this  Agreement or the issuance and delivery of the Shares.  The
Company and the Agent agree promptly to notify each other upon the  commencement
of any Proceeding against it and, in the case of the Company, against any of the
Company's  officers or directors in connection with the issuance and sale of the
Shares, or in connection with the Registration Statement or Prospectus.

         Section 7. TERMINATION.

         (a) The  Company  shall have the  right,  by giving  written  notice as
hereinafter specified, to terminate this Agreement in its sole discretion at any
time. Any such termination  shall be without liability of any party to any other
party  except  that (i) if  Shares  have  been  sold  through  the Agent for the
Company,  then  Sections  4(g) and (p)  shall  remain in full  force and  effect
notwithstanding such termination,  (ii) with respect to any pending sale through
the Agent for the Company, the obligations of the Company,  including in respect
of  compensation   of  the  Agent,   shall  remain  in  full  force  and  effect
notwithstanding  such  termination  and (iii) the provisions of Section 4(h) and
Section  6  of  this   Agreement   shall   remain  in  full   force  and  effect
notwithstanding such termination.

         (b) The  Agent  shall  have the  right,  by  giving  written  notice as
hereinafter specified, to terminate this Agreement in its sole discretion at any
time. Any such termination  shall be without liability of any party to any other
party except that the provisions of Section 4(h) and Section 6 of this Agreement
shall remain in full force and effect notwithstanding such termination.

         (c) This  Agreement  shall  remain  in full  force  and  effect  unless
terminated  pursuant  to  Section  7(a) or (b)  above  or  otherwise  by  mutual
agreement of the parties; provided that any such termination by mutual agreement
shall in all cases be deemed to provide  that Section 4(h) and Section 6 of this
Agreement shall remain in full force and effect.

         (d) Any  termination of this  Agreement  shall be effective on the date
specified in such notice of termination;  provided that such  termination  shall
not be  effective  until the close of  business  on the date of  receipt of such
notice by the  Agent or the  Company,  as the case may be.  If such  termination
shall occur prior to the Settlement Date for any sale of Shares, such sale shall
settle in  accordance  with the  provisions  of the second to last  paragraph of
Section 3 hereof.

         Section  8.  NOTICES.   Except  as  otherwise  herein   provided,   all
statements,  requests,  notices and agreements shall be in writing and delivered
by hand,  overnight  courier,  mail or facsimile and, if to the Agent,  shall be
sufficient in all respects if delivered or sent to UBS Securities  LLC, 299 Park
Avenue, New York, NY 10171-0026,  Attention: Syndicate Department, Fax No. (212)
821-6186,  with a copy for  information  purposes  to UBS  Securities  LLC,  677
Washington  Blvd.,   Stamford,  CT  06901,   Attention:   Legal  and  Compliance
Department, Fax No.

                                       22


(203)  719-0680;  if to the Company,  it shall be  sufficient in all respects if
delivered or sent to the Company at the offices of the Company at 1211 Avenue of
the Americas,  Suite 2902,  New York,  New York 10036,  Attention:  Michael A.J.
Farrell,  Fax No. (212)  696-9809.  Each party to this Agreement may change such
address for notices by sending to the parties to this  Agreement  written notice
of a new address for such purpose.

         Section 9. PARTIES. The Agreement herein set forth has been and is made
solely for the benefit of the Agent and the  Company and to the extent  provided
in Section 6 hereof the controlling persons,  directors and officers referred to
in such section,  and their  respective  successors,  assigns,  heirs,  personal
representatives and executors and administrators.  No other person, partnership,
association or corporation (including a purchaser,  as such purchaser,  from any
of the  Agent)  shall  acquire  or have any  right  under or by  virtue  of this
Agreement.

         Section 10. ADJUSTMENTS FOR STOCK SPLITS.  The parties  acknowledge and
agree  that all share  related  numbers  contained  in this  Agreement  shall be
adjusted  to take into  account  any stock split  effected  with  respect to the
Shares.

         Section 11. ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire
agreement and  supersedes  all other prior and  contemporaneous  agreements  and
undertakings, both written and oral, among the parties hereto with regard to the
subject matter hereof.

         Section 12.  COUNTERPARTS.  This Agreement may be signed by the parties
in one or more  counterparts  which together  shall  constitute one and the same
agreement among the parties.

         Section 13.  GOVERNING LAW. This Agreement and any claim,  counterclaim
or  dispute  of any  kind  or  nature  whatsoever  arising  out of or in any way
relating to this Agreement ("Claim"),  directly or indirectly, shall be governed
by, and construed in accordance with, the internal laws of the State of New York
applicable  to  contracts  entered  into and to be  performed  within such state
without regard to conflicts of law principles.

         Section 14. HEADINGS.  The Section headings in this Agreement have been
inserted  as a matter of  convenience  of  reference  and are not a part of this
Agreement.

         Section 15.  SUBMISSION TO JURISDICTION.  Except as set forth below, no
Claim may be  commenced,  prosecuted  or  continued  in any court other than the
courts of the State of New York located in the City and County of New York or in
the United States  District Court for the Southern  District of New York,  which
courts shall have  jurisdiction  over the adjudication of such matters,  and the
Company  consents to the non exclusive  jurisdiction of such courts and personal
service  with  respect   thereto.   The  Company  hereby  consents  to  personal
jurisdiction,  service and venue in any court in which any Claim  arising out of
or in any way relating to this  Agreement is brought by any third party  against
the Agent or any  indemnified  party.  Each of the Agent and the Company (in the
case of the  Company on its behalf and, to the extent  permitted  by  applicable
law, on behalf of its stockholders and affiliates)  waives all right to trial by
jury in any action,  proceeding or  counterclaim  (whether based upon contracts,
tort or otherwise) in any way arising out of or relating to this Agreement.  The
Company  agrees  that a  final,  non-appealable  judgment  in any  such  action,
proceeding or  counterclaim  brought in any such court shall be  conclusive  and
binding  upon  the  Company  and may be  enforced  in any  other  courts  in the
jurisdiction  of which  the  Company  is or may be  subject,  by suit  upon such
judgment.

                                       23


         Section 16.  SUCCESSORS AND ASSIGNS.  This  Agreement  shall be binding
upon the  Agent  and the  Company  and  their  successors  and  assigns  and any
successor or assign of any  substantial  portion of the Company's and any of the
Agent's respective businesses and/or assets.

         Section  17.  MISCELLANEOUS.  The  Agent,  an  indirect,  wholly  owned
subsidiary  of UBS AG, is not a bank and is separate from any  affiliated  bank,
including any U.S. branch or agency of UBS AG. Because the Agent is a separately
incorporated   entity,  it  is  solely   responsible  for  its  own  contractual
obligations and  commitments,  including  obligations  with respect to sales and
purchases of securities.  Securities  sold,  offered or recommended by the Agent
are not deposits,  are not insured by the Federal Deposit Insurance Corporation,
are not guaranteed by a branch or agency, and are not otherwise an obligation or
responsibility of a branch or agency.

         A lending  affiliate of the Agent may have lending  relationships  with
issuers of  securities  underwritten  or privately  placed by the Agent.  To the
extent required under the securities  laws,  prospectuses  and other  disclosure
documents  for  securities  underwritten  or privately  placed by the Agent will
disclose  the  existence  of any such  lending  relationships  and  whether  the
proceeds  of the issue  will be used to repay  debts owed to  affiliates  of the
Agent.

                                       24


         If the foregoing  correctly  sets forth the  understanding  between the
Company and the Agent,  please so indicate in the space  provided below for that
purpose,  whereupon this letter shall constitute a binding agreement between the
Company and the Agent.  Alternatively,  the  execution of this  Agreement by the
Company and its  acceptance  by or on behalf of the Agent may be evidenced by an
exchange of telegraphic or other written communications.

                                             Very truly yours,


                                             ANNALY MORTGAGE MANAGEMENT, INC.



                                             By:  /s/ Michael A.J. Farrell
                                                  ------------------------------
                                                  Name:  Michael A.J. Farrell
                                                  Title: President



ACCEPTED as of the date
first above written

UBS SECURITIES LLC



By:  /s/ Halle Bennet
     ------------------------------
     Name:  Halle Benett
     Title: Managing Director


UBS SECURITIES LLC



By:  /s/ Sonny Badiga
     ------------------------------
     Name:  Sonny Badiga
     Title: Director



                                    EXHIBIT A

         (i) The Company has been duly  incorporated and is validly existing and
in good  standing  under  the laws of the  State of  Maryland.  The  Company  is
authorized to do business and in good standing as a foreign  corporation  in the
State of New York.

         (ii) The Company has the corporate  power and  authority to own,  lease
and  operate  its  properties  and conduct  its  business  as  described  in the
Prospectus  and  to  enter  into  and  perform  its  obligations   under  or  as
contemplated by the Sales Agency Agreement.

         (iii) The Sales Agency Agreement has been duly authorized, executed and
delivered by the Company.

         (iv) The Shares have been duly  authorized  by the Company for issuance
and sale through the Agent  pursuant to the Sales  Agency  Agreement  and,  when
issued and  delivered  by the  Company  pursuant to the Sales  Agency  Agreement
against  payment of the  consideration  set forth  therein,  the Shares  will be
validly issued, fully paid and non-assessable, and no holder of the Shares is or
will be subject to personal liability,  under the General Corporation Law of the
State of  Maryland  (the  "MGCL") or the charter or by-laws of the  Company,  by
reason of being a holder of such Shares.

         (v) Based  solely on our review of the  charter of the  Company and its
corporate  record  book as  provided  to us by the  Company,  the Company has an
authorized  capitalization  described  under the caption  "Description of Common
Stock and  Preferred  Stock" in the  Prospectus.  The  Shares,  when  issued and
outstanding,  will conform in all material respects with the description thereof
contained in the Prospectus.

         (vi) All issued and outstanding  shares of capital stock of the Company
are validly issued, fully paid, and non-assessable,  and conform in all material
respects with the description thereof contained in the Prospectus.

         (vii) The issuance of the Shares is not subject to  preemptive or other
similar  rights of any  stockholder  of the Company  arising by operation of the
MGCL or under the charter or by-laws of the Company,  or, to our knowledge,  any
contractual preemptive rights, resale rights, rights of first refusal or similar
rights. To our knowledge,  except as disclosed in the Registration Statement and
the Prospectus,  there is no outstanding option,  warrant or other right calling
for the issuance of, and no commitment, plan or arrangement to issue, any shares
of capital stock of the Company or any security  convertible  into,  exercisable
for,  or  exchangeable  for  shares  of  capital  stock of the  Company.  To our
knowledge,  no holder of any  security  of the Company has the right to have any
security  owned by such holder  included for  registration  in the  Registration
Statement.

         (viii) The information in the Prospectus under the caption "Description
of Stock," to the extent that it  constitutes  a summary of legal  matters under
the MGCL or of provisions of the Company's charter or by-laws, has been reviewed
by us and is correct in all material respects.

         (ix) The Registration  Statement and the Prospectus (in each case other
than (a) the financial  statements and supporting  schedules and other financial
or statistical  data included or  incorporated  by reference  therein or omitted
therefrom  as to which we express no opinion and (b) except as  expressed in our
opinion in paragraph (x) below, the documents incorporated therein),



as of their respective  effective dates, as the case may be, each complied,  and
as of the date hereof each comply,  as to form in all  material  respects to the
applicable  requirements  of the 1933 Act and the rules and  regulations  of the
Commission under the 1933 Act (the "1933 Act Regulations").

         (x) The Incorporated Documents (other than the financial statements and
supporting  schedules and other financial data included therein,  as to which we
express no  opinion),  when they were filed with the  Commission  (or, if later,
upon  filing  of an  amendment  thereto)  complied  as to form  in all  material
respects  with the  requirements  of the  Securities  Exchange  Act of 1934,  as
amended (the "1934 Act"),  and the rules and regulations of the Commission under
the 1934 Act.

         (xi) The Registration  Statement has been declared  effective under the
1933 Act. The  Prospectus has been filed pursuant to Rule 424(b) of the 1933 Act
Regulations in the manner and within the time period required by Rule 424(b). To
our knowledge,  no stop order  suspending the  effectiveness of the Registration
Statement has been issued under the 1933 Act and no proceedings for that purpose
have been instituted or are pending or threatened by the Commission.

         (xii) To our knowledge, no consent, approval,  authorization,  or other
order of any federal  regulatory body,  federal  administrative  agency or other
federal  governmental  body  of the  United  States  of  America  or  any  state
regulatory body, state administrative agency or other state governmental body of
the State of Maryland is required under any Applicable Laws for the issuance and
sale of the Shares to the Agent as contemplated by the Sales Agency Agreement or
the public offering of the Shares as contemplated by the Prospectus,  except for
the filing of the Registration  Statement and the Prospectus with the Commission
and the Registration Statement being declared effective by the Commission.

         (xiii) The issuance and sale of the Shares to the Agent as contemplated
by the Sales Agency Agreement and consummation of the transactions  contemplated
thereby do not and will not conflict  with or result in a breach or violation of
any of the terms and  provisions  of, or  constitute  a default  under:  (a) any
indenture,  mortgage,  deed of  trust,  lease,  repurchase  agreement  or  other
agreement,  known to us, to which the Company is a party or is bound, except for
such violations,  conflicts, breaches, defaults, liens, charges, or encumbrances
that would not result in a Material Adverse Effect; (b) the charter or bylaws of
the Company; (c) any Applicable Laws; (d) the Investment Company Act of 1940, as
amended  (the  "1940  Act");  or (e)  any  judgment,  decree,  order,  rule,  or
regulation,  known  to us,  of  any  court,  other  governmental  authority,  or
arbitrator  having  jurisdiction  over the Company,  except for such violations,
conflicts,  breaches,  defaults,  liens, charges, or encumbrances that would not
result in a Material Adverse Effect.

         (xiv)  We  confirm  that,  to our  knowledge,  there  are no  legal  or
governmental  proceedings  pending  or  threatened  which  are  required  to  be
disclosed in the Registration Statement or Prospectus but are not so disclosed.

         (xv) The Company is not, and the transactions contemplated by the Sales
Agency Agreement will not cause the Company to become,  an "investment  company"
or an entity "controlled" by an "investment company" under the 1940 Act.

                                       2


         (xvi) For all taxable  years  commencing  with the  taxable  year ended
December  31,  1997,  the  Company  has been,  and upon the sale of Shares  will
continue to be,  organized and operated in conformity with the  requirements for
qualification  and taxation as a "real estate investment trust" (a "REIT") under
Section 856 through 860 of the Internal  Revenue  Code of 1986,  as amended (the
"Code").  The Company's  proposed method of operation will enable the Company to
continue to meet the requirements for qualification and taxation as a REIT under
the Code,  and no actions have been taken (or not taken which are required to be
taken) which would cause such qualification to be lost. The disclosure contained
in the Prospectus under the caption "Federal Income Tax  Considerations," to the
extent  such  information  constitutes  a summary of the United  States  federal
income tax laws  referred to therein,  is accurate in all material  respects and
fairly summarizes the federal income tax laws referred to therein.

         (xvii) To our  knowledge,  the  Company's  Common Stock is an "actively
traded  security"  excepted from the requirements of Rule 101 of Regulation M by
subsection (c)(1) of such rule.

In acting as counsel to the Company,  we have  participated in conferences  with
officers  and other  representatives  of the  Company,  the  independent  public
accountants for the Company, and your representatives,  at which conferences the
contents of the Registration Statements and the Prospectus,  and related matters
were  discussed.  . Although we are not passing upon or assuming  responsibility
for the  accuracy,  completeness  or  fairness  of the  statements  included  or
incorporated by reference in the Registration Statement, the Prospectus,  or the
Incorporated  Documents  and have  made no  independent  check  or  verification
thereof (except as set forth in paragraphs (viii) and (xvi) above),  nothing has
come  to our  attention  which  has  led us to  believe  that  the  Registration
Statement, at the time the Registration Statement became effective, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements  therein not misleading
or  that  the  Prospectus  Supplement,  as of its  date or on the  date  hereof,
included or includes an untrue  statement of a material fact or omitted or omits
to state a material fact necessary in order to make the statements  therein,  in
the light of the  circumstances  under  which  they were made,  not  misleading,
except in each case that we express no belief and make no statement with respect
to financial  statements and schedules and other  financial or statistical  data
included  or  incorporated  by  reference  in or omitted  from the  Registration
Statement, the Prospectus, or the Incorporated Documents.

                                       3


                                    EXHIBIT B

Based  on  the  foregoing,  and  subject  to  the  limitations,  qualifications,
exceptions,  and  assumptions  set forth  herein,  I am of the opinion  that the
Company is not in violation of its charter or by-laws, and, to my knowledge,  no
default  by the  Company  exists in the due  performance  or  observance  of any
material  obligation,   agreement,  covenant,  or  condition  contained  in  any
contract,   indenture,   mortgage,  loan  agreement,   note,  lease,  repurchase
agreement,  other  agreement,  or instrument that is described or referred to in
the  Registration  Statement  or the  Prospectus  or  filed or  incorporated  by
reference  as an exhibit to the  Registration  Statement,  except,  in each case
above, for such violations,  conflicts,  breaches,  defaults, liens, charges, or
encumbrances that would not result in a Material Adverse Effect.