The definitive asset purchase agreement calls for a cash payout,part due at closing and the remainder over a 1 1/2-year period. Thetransaction is expected to close by the end of the fourth quarter.Specific conditions and costs are not being released. It is plannedthe homebuilder lending group will be absorbed into Prism MortgageCo., a wholly owned subsidiary of Prism Financial. It is one of thenation's leading retail mortgage banking companies and a subsidiaryof the Royal Bank of Canada.

Prism, which originated about $8 billion in loans last year, hasmore than 1,100 loan officers in 27 states and operates more than150 retail branches plus maintains partnerships with majorcorporations and Internet companies.

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