EXHIBIT 10.2

            AMENDED AND RESTATED REPLACEMENT REVOLVING LINE OF CREDIT

                                 PROMISSORY NOTE



                                                                Phoenix, Arizona
$25,000,000.00                                                  December 1, 1995


1.   PROMISE TO PAY.

     For value received,  CH MORTGAGE COMPANY, a Colorado  corporation  formerly
     known as American Western Mortgage  Company  ("Maker"),  promises to pay to
     the  order of BANK ONE,  ARIZONA,  NA at its  office  at 241 North  Central
     Avenue, Phoenix, Arizona 85004, or at such other place as the holder hereof
     may  from  time  to  time  designate  in  writing,  the  principal  sum  of
     TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00), or so much thereof
     as shall from time to time be disbursed and outstanding  under that certain
     Amended and Restated Mortgage Warehousing Credit and Security Agreement (as
     it may be amended,  modified,  extended, and renewed and replaced from time
     to time, the "Credit  Agreement") dated July 1, 1995 herewith between Maker
     and the payee named above,  together with accrued interest from the date of
     disbursement on the unpaid principal at the applicable rate as set forth in
     Section  4. The payee  named  above  shall have no  obligation  to make any
     Advances  hereunder  except in accordance with the Credit  Agreement.  This
     note (as it may be amended,  modified,  extended,  and renewed from time to
     time, the "Note") is issued  pursuant to,  entitled to the benefits of, and
     referred  to as the  "Note" in the  Credit  Agreement.  In the event of any
     inconsistency between the provisions of this Note and the provisions of the
     Credit  Agreement,  the Credit Agreement shall control.  Capitalized  terms
     used herein  without  definition  shall have the  meanings set forth in the
     Credit Agreement.

2.   MATURITY DATE.

     Absent the occurrence of an Event of Default  hereunder or under any of the
     Credit Agreement, this Note, and other documents evidencing or securing the
     loans  contemplated  by the  Credit  Agreement  (collectively  the  "Credit
     Agreement Documents"),  the unpaid principal balance hereof,  together with
     all unpaid interest accrued thereon, and all other amounts payable by Maker
     under the terms of the Credit Agreement Documents, shall be due and payable
     on December 1, 1996 (the "Maturity Date"). If the Maturity Date should fall
     (whether by acceleration or otherwise) on a day that is not a Business Day,
     payment of the  outstanding  principal shall be made on the next succeeding
     Business Day and such  extension of time shall be included in computing the
     interest included in such payment.

3.   PREPAYMENT.

     PREPAYMENT.  Maker may prepay the outstanding  principal  balance hereof in
     whole or in part at any time prior to the Maturity Date without  penalty or
     premium as stated in such notice by Maker.

4.   PAYMENTS.

     (a)      Absent an Event of  Default  hereunder  or under any of the Credit
              Agreement  Documents,  each  Advance  made  hereunder  shall  bear
              interest from the date advanced at the  applicable  rate from time
              to time ("Interest Rate") as follows:

         (i)      To the extent  Maker  shall elect as provided in this Note and
                  to the extent not  otherwise  provided in this Note,  interest
                  shall  accrue on the  unpaid  principal  of an  Advance at the
                  Fixed  Rate.  Interest  at the Fixed Rate shall be computed on
                  the basis of a 360 day year and  accrue  on a daily  basis for
                  the actual number of days elapsed.

         (ii)     Except to the extent that  Advances bear interest at the Fixed
                  Rate, as defined herein, pursuant to this Note, interest shall
                  accrue on the unpaid  principal of all Advances at the Average
                  Libor Rate,  calculated during each calendar month (or partial
                  month).  Interest  at the Libor Rate shall be  computed on the
                  basis of a 360 day year and  accrue  on a daily  basis for the
                  actual number of days elapsed.

     As used in this Note:

         "Average Libor Rate" means the  mathematical  average of the Libor Rate
         in effect during the applicable period of time to which the calculation
         relates.

         "Balance  Calculation  Period"  means the  period  covered  by  Maker's
         monthly  account  analysis  statement  prepared by the payee hereof and
         used by the payee hereof to determine Maker's Compensating Balances.

         "Balances Deficiency" has the meaning set forth in Section (f) below.

         "Balances  Deficiency  Fee" has the  meaning  set forth in Section  (f)
         below.

         "Business  Day" means a day of the year on which banks are not required
         or  authorized  to close in Phoenix,  Arizona,  and,  with respect to a
         Libor  Advance,  a day on which  dealings  are carried on in the London
         interbank market.

         "Compensating Balances" means the value to the payee hereof (net of all
         service charges, all reserve  requirements,  FDIC insurance assessments
         and other  costs,  fees,  expenses  and  amounts  incurred by the payee
         hereof on account of such  balances) of Maker's  average  daily,  free,
         collected,  non-interest  bearing  compensating  balances maintained at
         Bank One, Arizona,  NA, as determined by the payee hereof and set forth
         on Maker's monthly  account  analysis  statement  prepared by the payee
         hereof.   In  determining   free,   collected,   non-interest   bearing
         compensating  balances,  there shall be subtracted  any  uncollected or
         returned  checks,   and  there  shall  be  no  adjustment  for  reserve
         requirements, FDIC insurance assessments or other costs incurred by the
         payee hereof on account of such balances.

         "Fixed Rate" means the rate of three percent (3%) per annum.

         "Fixed Rate  Advance"  means an Advance  that bears or is  requested to
         bear interest at the Fixed Rate.

         "Libor  Advance"  means an Advance  that bears or is  requested to bear
         interest at the Libor Rate.

         "Libor  Rate"  means the rate per annum equal to the sum of (i) one and
         three-quarters  percent (1.75%) per annum,  and (ii) the per annum rate
         of interest  determined by the holder hereof,  based on Telerate System
         reports or such other  source as may be selected by the holder  hereof,
         to be the "London  Interbank  Offered Rate" at which deposits in United
         States  dollars are offered by major  banks in London,  England,  for a
         30-day interest period.

         "Prime Rate" means the rate per annum most  recently  announced by Bank
         One,  Arizona,  NA, or its successors,  in Phoenix,  Arizona,  as its "
         prime  rate," as in effect  from  time to time.  The Prime  Rate is not
         necessarily the best or lowest rate offered by said bank, and said bank
         may lend to its  customers at rates that are at, above,  or below,  the
         Prime Rate.

         "Regulatory  Change" means any change  effective after the date of this
         Note in United States federal,  state, or foreign law, regulations,  or
         rules or the adoption or making after such date of any  interpretation,
         directive, or request applying to a class of banks including the holder
         hereof,  of or under any United States federal,  state, or foreign law,
         regulation  or rule  (whether  or not  having  the force of law) by any
         court  or   governmental  or  monetary   authority   charged  with  the
         interpretation or administration thereof.

     (b)      If Maker  desires that any  Advances  are to bear  interest at the
              Fixed Rate,  Maker shall deliver  notice  thereof to the holder at
              least one (1)  Business  Day prior to the first day of the Balance
              Calculation  Period  (i.e.,  the first day of a  calendar  month),
              which notice shall specify the amount of Advances that are to bear
              interest  at the Fixed  Rate.  If Maker  elects  to have  interest
              accrue on any Advances at the Fixed Rate,  then the unpaid  amount
              of such Advances  shall bear interest from and including the first
              day of such Balance Calculation Period.

         Maker may on any Business Day,  upon written  notice to and received by
         the holder  hereof not later than 12:00 p.m.  (Phoenix,  Arizona  local
         time) on the  first  Business  Day  prior  to the date of the  proposed
         conversion,  convert  any  Advance  of one type into an  Advance of the
         other type;  provided,  however,  that any  conversion  of a Fixed Rate
         Advance  to a Libor  Advance  shall only be made on the last day of the
         applicable Balance Calculation Period. Each such notice of a conversion
         shall  specify the date of such  conversion  and the  Advance(s)  to be
         converted,  and any  conversion  of a  Libor  Advance  to a Fixed  Rate
         Advance shall comply with subparagraph (b) above.

     (c)      Notwithstanding any provision of the Credit Agreement Documents to
              the  contrary,  the holder  hereof  shall be  entitled to fund and
              maintain  its  funding  of all or any part of any  Advance  in any
              manner it sees fit.

         If, due to any  Regulatory  Change,  there shall be any increase in the
         cost to the holder  hereof of agreeing to make or making,  funding,  or
         maintaining Libor Advances (including, without limitation, any increase
         in any applicable reserve  requirement),  then Maker shall from time to
         time,  upon demand by the holder hereof,  pay to the holder hereof such
         amounts as the holder hereof may  reasonably  determine to be necessary
         to  compensate  the  holder  hereof for any  additional  costs that the
         holder hereof reasonably determines are attributable to such Regulatory
         Change and the holder  hereof will  notify the Maker of any  Regulatory
         Change that will entitle the holder hereof to compensation  pursuant to
         this paragraph as promptly as  practicable,  but in any event within 90
         days after the  holder  hereof  obtains  knowledge  thereof;  provided,
         however,  that if the holder hereof fails to give such notice within 90
         days after it obtains knowledge of such a Regulatory Change, the holder
         hereof shall,  with respect to  compensation  payable in respect of any
         costs  resulting  from such  Regulatory  Change,  only be  entitled  to
         payment  for costs  incurred  from and  after the date that the  holder
         hereof does give such notice. the holder hereof will furnish to Maker a
         certificate setting forth in reasonable detail the basis for the amount
         of each  request  by the  holder  hereof  for  compensation  under this
         paragraph.  Determinations by the holder hereof of the amounts required
         to compensate  the holder hereof shall be conclusive,  absent  manifest
         error.   the  holder  hereof  shall  be  entitled  to  compensation  in
         connection with any Regulatory  Change only for costs actually incurred
         by the holder hereof.

         Notwithstanding any provision of the Credit Agreement Documents, if the
         holder  hereof  shall  notify  Maker  that as a result of a  Regulatory
         Change it is  unlawful  for the holder  hereof to make  Advances at the
         Libor  Rate,  or to fund  or  maintain  Libor  Rate  Advances,  (i) the
         obligations of the holder hereof to make Advances at the Libor Rate and
         to convert  Advances  to the Libor Rate  shall be  suspended  until the
         holder  hereof shall notify Maker that the  circumstances  causing such
         suspension  no  longer  exist,  and (ii) in the event  such  Regulatory
         Change makes the  maintenance  of Advances at the Libor Rate  unlawful,
         Maker shall  forthwith  prepay in full all Advances  then  outstanding,
         together  with interest  accrued  thereon and all amounts in connection
         with such  prepayment  specified  in the  paragraph in this Note titled
         "PREPAYMENT,"  unless  Maker,  within five (5) Business  Days of notice
         from the holder  hereof,  (i)  converts  all Libor Rate  Advances  then
         outstanding  into  Fixed  Rate  Advances  pursuant  to  the  conversion
         procedures in this Note,  and pays all amounts in connection  with such
         prepayments  or  conversions  specified  in the  paragraph in this Note
         titled  "PREPAYMENT,"  and (ii)  enters into an  agreement  with Holder
         setting forth an alternative  interest rate to be used pursuant to this
         Note.

         Notwithstanding any other provision of the Credit Agreement  Documents,
         if prior to the commencement of any Interest Period,  the holder hereof
         shall determine (i) that United States dollar deposits in the amount of
         any Libor Advance to be outstanding during such Interest Period are not
         readily  available to the holder hereof in the London interbank market,
         or (ii) by reason  of  circumstances  affecting  the  London  interbank
         market, adequate and reasonable means do not exist for ascertaining the
         Libor Rate for such Interest Period in the manner  prescribed  above in
         the  definition of "Libor Rate," then the holder hereof shall  promptly
         give notice thereof to Maker,  Maker shall forthwith prepay in full all
         Advances then  outstanding,  together with interest accrued thereon and
         all  amounts  in  connection  with  such  prepayment  specified  in the
         paragraph in this Note titled  "PREPAYMENT,"  unless Maker, within five
         (5) Business  Days of notice from the holder  hereof,  (i) converts all
         Libor Rate Advances then outstanding into Fixed Rate Advances  pursuant
         to the  conversion  procedures  in this Note,  and pays all  amounts in
         connection  with  such  prepayments  or  conversions  specified  in the
         paragraph  in this Note  titled  "PREPAYMENT,"  and (ii) enters into an
         agreement with Holder setting forth an alternative  interest rate to be
         used pursuant to this Note.

     (d)      During any Balance  Calculation  Period where interest is accruing
              on  any  Advances  at  the  Fixed  Rate,   if  the  average  daily
              Compensating  Balances maintained by Maker with Bank One, Arizona,
              NA are less than an amount  equal to the average  daily  aggregate
              unpaid  principal  balance of all Fixed Rate Advances  during such
              Balance  Calculation  Period (such  deficiency  being  referred to
              herein as the "Balances Deficiency"),  Maker will pay to the payee
              hereof a fee (the  "Balances  Deficiency  Fee")  for said  Balance
              Calculation Period on the Balances  Deficiency at a per annum rate
              equal to the Average  Libor Rate during such  Balance  Calculation
              Period minus one and one-quarter  percent (1.25%) (computed on the
              basis of a 360-day  year and applied to the actual  number of days
              elapsed  during the  Balance  Calculation  Period).  Any  Balances
              Deficiency Fee payable  hereunder shall be due and payable monthly
              after each Balance Calculation Period within two (2) Business Days
              after  receipt  by Maker  from the  payee  hereof  of a  statement
              therefor  containing  the  calculations  made  to  determine  such
              Balances  Deficiency  Fee,  which  statement  shall be  conclusive
              absent manifest error.

     (e)      All  payments of  principal  and  interest  and other  amounts due
              hereunder  shall be made (i) without  deduction of any present and
              future   taxes,   levies,   imposts,   deductions,    charges   or
              withholdings,  which  amounts  shall  be paid by  Maker,  and (ii)
              without any other set off.  Maker will pay the  amounts  necessary
              such that the gross amount of the principal and interest and other
              amounts  received  by the  holder  hereof  is not less  than  that
              required by this Note.

     (f)      Interest  hereunder shall be payable by Maker to the holder hereof
              on the first (1st) day of each and every month  during the term of
              this Note  commencing  with the first (1st) day of the first month
              following  the date hereof.  If any payment of interest to be made
              by  Maker  hereunder  shall  become  due on a day  which  is not a
              Business Day,  such payment  shall be made on the next  succeeding
              Business  Day and such  extension  of time  shall be  included  in
              computing the interest in such payment.

     (g)      Payments  of  principal  shall be due as  provided  in the  Credit
              Agreement.

5.   LAWFUL MONEY.

     Principal  and interest are payable in lawful money of the United States of
America.

6.   APPLICATION OF PAYMENTS/LATE CHARGE.

     (a)      Absent the  occurrence  of an Event of Default  hereunder or under
              any of the other Credit Agreement Documents, any payments received
              by the holder hereof pursuant to the terms hereof shall be applied
              in the manner set forth in the Credit  Agreement or, if not so set
              forth,  in such  order  as the  holder  hereof  may,  in its  sole
              discretion,  elect.  Any  payments  received by the holder  hereof
              after the occurrence of an Event of Default hereunder or under any
              of the Credit  Agreement  Documents shall be applied in such order
              as the holder hereof may, in its sole discretion, elect.

     (b)      If any payment of interest  is not  received by the holder  hereof
              within fifteen (15) days of the due date thereof, then in addition
              to the remedies  conferred  upon the holder  pursuant to Section 9
              hereof and the other Credit Agreement Documents,  a late charge of
              four  percent  (4%) of the amount due and unpaid  will be added to
              the  delinquent  amount to  compensate  the holder  hereof for the
              expense of handling the  delinquency  for such payment;  provided,
              however, that the obligation to pay a late charge shall be subject
              to the provisions  hereof limiting the charging,  collection,  and
              receipt of interest to the Maximum Rate.

7.   SECURITY AND GUARANTY.

     This Note is  secured  by and is  entitled  to the  benefits  of the Credit
     Agreement.  The provisions of the Credit Agreement are incorporated  herein
     by  reference  as if set forth in full,  and this Note is subject to all of
     the covenants and conditions  contained in the Credit Agreement.  This Note
     is guaranteed by the Guaranty.

8.   EVENT OF DEFAULT.

     The  occurrence of any of the  following  shall be deemed to be an event of
     default ("Event of Default") hereunder:

     (a)      Failure of Maker to make a payment of principal or interest within
              fifteen  (15) days of the due date  thereof or failure of Maker to
              make any other payment or perform any obligation hereunder; or

     (b)      The  occurrence  of an Event of  Default  under  any of the  other
              Credit Agreement Documents.

9.   REMEDIES.

     Upon the occurrence of an Event of Default, the entire balance of principal
     together with all accrued interest  thereon,  and all other amounts payable
     by Maker under the Credit  Agreement  Documents shall, at the option of the
     holder  hereof and  without  demand or notice,  immediately  become due and
     payable.  Upon the  occurrence  of an Event of Default (and so long as such
     Event of Default shall continue),  the entire balance of principal  hereof,
     together with all accrued interest thereon, all other amounts due under the
     Credit Agreement Documents, and any judgment for such principal,  interest,
     and other amounts, at the option of the holder hereof,  shall bear interest
     equal to the lesser of (i) the Default  Rate;  or (ii) the Maximum Rate. No
     delay or omission on the part of the holder hereof in exercising  any right
     under this Note or under any of the other Credit Agreement Documents hereof
     shall operate as a waiver of such right. The remedies of the holder hereof,
     as  provided  in  this  Note  and  in the  Credit  Agreement  or any  other
     instrument securing this Note, shall be cumulative and concurrent,  and may
     be pursued singularly,  successively or together, at the sole discretion of
     the holder hereof, and may be exercised as often as occasion therefor shall
     arise.

10.      WAIVER.

     Maker,  endorsers,  guarantors,  and  sureties  of this Note  hereby  waive
     diligence, demand for payment,  presentment for payment, protest, notice of
     nonpayment,  notice of protest,  notice of intent to accelerate,  notice of
     acceleration,  notice of dishonor, and notice of nonpayment,  and all other
     notices or demands of any kind and expressly agree that, without in any way
     affecting the liability of Maker, endorsers,  guarantors,  or sureties, the
     holder  hereof may extend any maturity  date or the time for payment of any
     installment due hereunder, otherwise modify the Credit Agreement Documents,
     accept  additional  security,  release any Person  liable,  and release any
     security or guaranty. Maker, endorsers,  guarantors, and sureties waive, to
     the full extent  permitted  by law, the right to plead any and all statutes
     of limitations as a defense.

11.      CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

     No provision of this Note may be changed, discharged, terminated, or waived
     except in a writing  signed by the party  against whom  enforcement  of the
     change, discharge, termination, or waiver is sought. No failure on the part
     of the  holder  hereof to  exercise  and no delay by the  holder  hereof in
     exercising  any  right or  remedy  under  this  Note or under the law shall
     operate as a waiver thereof.

12.      ATTORNEYS' FEES.

     If this Note is not paid when due or if any Event of Default occurs,  Maker
     promises to pay all costs of enforcement  and  collection  and  preparation
     therefor, including but not limited to, reasonable attorneys' fees, whether
     or not any action or proceeding is brought to enforce the provisions hereof
     (including,  without limitation, all such costs incurred in connection with
     any bankruptcy,  receivership,  or other court proceedings  (whether at the
     trial or appellate level)).

13.      SEVERABILITY.

     If any provision of this Note is unenforceable,  the  enforceability of the
     other  provisions shall not be affected and they shall remain in full force
     and effect.

14.      INTEREST RATE LIMITATION.

     Maker hereby agrees to pay an effective rate of interest that is the sum of
     the interest rate provided for herein, together with any additional rate of
     interest  resulting  from any other charges of interest or in the nature of
     interest  paid or to be paid  in  connection  with  the  Credit  Agreement,
     including without limitation,  any fees to be paid by Maker pursuant to the
     provisions of the Credit Agreement Documents; provided, however, that in no
     event shall the amounts payable herein exceed the Maximum Rate.

15.      NUMBER AND GENDER.

     In this Note the singular shall include the plural and the masculine  shall
     include the feminine and neuter gender, and vice versa.

16.      HEADINGS.

     Headings  at the  beginning  of each  numbered  section  of this  Note  are
     intended solely for convenience and are not part of this Note.

17.      CHOICE OF LAW.

     This Note shall be governed by and construed in accordance with the laws of
     the State of Arizona, without giving effect to conflict of laws principles.

18.      INTEGRATION.

     The Credit  Agreement  Documents  contain the  complete  understanding  and
     agreement  of  the  holder   hereof  and  Maker  and  supersede  all  prior
     representations,  warranties, agreements, arrangements, understandings, and
     negotiations.

19.      BINDING EFFECT.

     The  Credit  Agreement  Documents  will be binding  upon,  and inure to the
     benefit of, the holder hereof,  Maker, and their respective  successors and
     assigns.  Maker may not delegate its obligations under the Credit Agreement
     Documents.

20.      TIME OF THE ESSENCE.

     Time  is of the  essence  with  regard  to  each  provision  of the  Credit
     Agreement Documents as to which time is a factor.

21.      RELATIONSHIP.

     The  relationship  of the parties hereto is that of borrower and lender and
     it is expressly  understood and agreed that nothing  contained in this Note
     or in the Credit  Agreement shall be interpreted or construed to make Maker
     and Payee  partners,  joint  venturers or  participants  in any other legal
     relationship except for borrower and lender.

22.      SAVINGS CLAUSE.

     This Note and all of the other Credit  Agreement  Documents are intended to
     be performed in accordance  with, and only to the extent  permitted by, all
     applicable  usury  laws.  If any  provision  hereof  or of any of the other
     Credit  Agreement  Documents  or the  application  thereof to any person or
     circumstance  shall,  for any  reason  and to any  extent,  be  invalid  or
     unenforceable,  neither  the  application  of such  provision  to any other
     person or  circumstance  nor the remainder of the  instrument in which such
     provision is contained  shall be affected  thereby and shall be enforced to
     the greatest extent permitted by law. It is expressly stipulated and agreed
     to be the intent of the holder hereof to at all times comply with the usury
     and other  applicable laws now or hereafter  governing the interest payable
     on the  indebtedness  evidenced by this Note. If the applicable law is ever
     revised,  repealed or judicially  interpreted so as to render  usurious any
     amount  called  for  under  this  Note or  under  any of the  other  Credit
     Agreement  Documents,  or  contracted  for,  charged,  taken,  reserved  or
     received with respect to the indebtedness  evidence by this Note, or if the
     holder's exercise of the option to accelerate the maturity of this Note, or
     if any  prepayment  by Maker  results in Maker  having paid any interest in
     excess of that permitted by law, then it is the express intent of Maker and
     the holder hereof that all excess amount theretofore collected by Holder be
     credited  on the  principal  balance of this Note (or, if this Note and all
     other indebtedness  arising under or pursuant to the other Credit Agreement
     Documents have been paid in full, refunded to Maker), and the provisions of
     this Note and the other Credit  Agreement  Documents  immediately be deemed
     reformed and the amounts  thereafter  collectable  hereunder and thereunder
     reduced,  without the necessity of the execution of any new document, so as
     to comply with the then applicable law, but so as to permit the recovery of
     the fullest amount otherwise  called for hereunder or thereunder.  All sums
     paid, or agreed to be paid, by Maker for the use,  forbearance,  detention,
     taking,  charging,  receiving or reserving of the  indebtedness of Maker to
     the holder hereof under this Note or arising under or pursuant to the other
     Credit  Agreement  Documents  shall,  to the maximum  extent  permitted  by
     applicable law, be amortized, prorated, allocated and spread throughout the
     full term of such  indebtedness  until  payment in full so that the rate or
     amount of  interest  on  account of such  indebtedness  does not exceed the
     usury  ceiling  from  time  to  time  in  effect  and  applicable  to  such
     indebtedness for so long as such indebtedness is outstanding. To the extent
     federal law permits the holder hereof to contract for,  charge or receive a
     greater amount of interest, the holder hereof will rely on federal law, for
     the purpose of determining  the Maximum Rate.  Notwithstanding  anything to
     the  contrary  contained  herein  or in any of the other  Credit  Agreement
     Documents,  it is not the intention of the holder hereof to accelerate  the
     maturity  of any  interest  that  has  not  accrued  at the  time  of  such
     acceleration  or  to  collect  unearned   interest  at  the  time  of  such
     acceleration.

     If the laws of the  State of Texas  are ever  deemed  to  govern  this Note
     notwithstanding the parties' expressed intent to the contrary,  the parties
     agree that TEX.  REV.  CIV.  STAT.  ANN.  art 5069 Ch. 15 (which  regulated
     certain revolving loan accounts and revolving  tri-party accounts) shall in
     no event apply to this Note.  Further,  to the extent that TEX.  REV.  CIV.
     STAT.  ANN. art  5069-1.04,  as amended,  is applicable  to this Note,  the
     "indicated  rate  ceiling"  specified  in such  article  is the  applicable
     ceiling; provided that, if any applicable law permits greater interest, the
     law permitting the greatest interest shall apply.

23.      NOTICES.

     Notices under this Note will be given in the manner set forth in the Credit
     Agreement.

24.      REPLACEMENT NOTE.

     This Note is a replacement of that  Replacement  Promissory Note dated July
     1, 1995 in the principal amount of $25,000,000.00 made by Maker and payable
     to the holder hereof.


                                     CH MORTGAGE COMPANY, a Colorado corporation
                                     formerly known as American Western Mortgage
                                     Company                                    
                                                                                
                                                                                
                                                                                
                                     By: /s/ Julie E. Collins
                                         --------------------------------------
                                     Name:   Julie E. Collins
                                           ------------------------------------
                                     Title:  Vice President
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                                                       "Maker"