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                                                                EXHIBIT 10.6(a)

                                    EXHIBIT A

                     AMENDMENT TO 1997 STOCK INCENTIVE PLAN

9.   PAYMENT OF EXERCISE PRICE.

     (a) FORMS OF CONSIDERATION AUTHORIZED. Except as otherwise provided below,
payment of the exercise price for the number of shares of Stock being purchased
pursuant to any Option shall be made (i) in cash, by check, or cash equivalent,
(ii) by tender to the Company of shares of Stock owned by the Optionee having a
Fair Market Value (as determined by the Company without regard to any
restrictions on transferability applicable to such stock by reason of federal or
state securities laws or agreements with an underwriter for the Company) not
less than the exercise price, (iii) by the assignment of the proceeds of a sale
or loan with respect to some or all of the shares being acquired upon the
exercise of the Option (including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from time to time
by the Board of Governors of the Federal Reserve System) (a "CASHLESS
EXERCISE"), (iv) by the Optionee's promissory note in a form approved by the
Company, (v) by such other consideration as may be approved by the Board from
time to time to the extent permitted by applicable law, or (vi) by any
combination thereof. The Board may at any time or from time to time, by adoption
of or by amendment to the standard forms of Option Agreement, or by other means,
grant Options which do not permit all of the foregoing forms of consideration to
be used in payment of the exercise price or which otherwise restrict one or more
forms of consideration.

     (b) TENDER OF STOCK. Notwithstanding the foregoing, an Option may not be
exercised by tender to the Company of shares of Stock to the extent such tender
of Stock would constitute a violation of the provisions of any law, regulation
or agreement restricting the redemption of the Company's stock. Unless otherwise
provided by the Board, an Option may not be exercised by tender to the Company
of shares of Stock unless such shares either have been owned by the Optionee for
more than six (6) months or were not acquired, directly or indirectly, from the
Company.

     (c) CASHLESS EXERCISE. The Company reserves, at any and all times, the
right, in the Company's sole and absolute discretion, to establish, decline to
approve or terminate any program or procedures for the exercise of Options by
means of a Cashless Exercise.

     (d) PAYMENT BY PROMISSORY NOTE. No promissory note shall be permitted if
the exercise of an Option using a promissory note would be a violation of any
law. Any permitted promissory note shall be on such terms as the Board shall
determine at the time the Option is granted. The Board shall have the authority
to permit or require the Optionee to secure any promissory note used to exercise
an Option with the shares of Stock acquired upon the exercise of the Option or
with other collateral acceptable to the Company. Unless otherwise provided by
the Board, if the Company at any time is subject to the regulations promulgated
by the Board of Governors of the Federal Reserve System or any other
governmental entity affecting the extension of credit in connection with the
Company's securities, any promissory note shall comply with such applicable
regulations, and the Optionee shall pay the unpaid principal and accrued
interest, if any, to the extent necessary to comply with such applicable
regulations.



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                                    EXHIBIT B

                             FORM OF PROMISSORY NOTE


                                 PROMISSORY NOTE

                              AND PLEDGE AGREEMENT





$_____________                                              ______________, 1997



     FOR VALUE RECEIVED, the undersigned promises to pay to American Residential
Trust Investment, Inc., Inc., a Maryland corporation (the "Company"), or order,
at its principal office (now located in Del Mar, California), the principal sum
of ________________________ Dollars ($_____________) on ______________, 2002
(the "Due Date"). Such principal sum shall bear interest from the date hereof at
a rate of Eight Percent (8%) per annum on the unpaid balance of this Note,
compounded annually. Accrued but unpaid interest shall be payable at the end of
each three-month period following the date hereof and on the Due Date. The
entire outstanding balance of principal and accrued but unpaid interest shall be
due and payable on the Due Date.

     Each payment shall be credited first to interest then due and the remainder
to principal. Should interest not be paid when due hereunder, it shall be added
to the principal and thereafter bear like interest as the principal, provided
such unpaid interest so compounded shall not exceed an amount equal to simple
interest on the unpaid principal at the maximum rate permitted by law.

     The Company may at its option accelerate, in whole or in part, the maturity
of the outstanding principal balance due on this Note and any accrued interest
thereon upon the occurrence of any of the following events:

     (1) The termination of the undersigned's employment with the Company (or
any present or future parent and/or subsidiary corporations of the Company) for
any reason, or no reason, with or without cause.

     (2) A default in the payment of any installment of principal and/or
interest when due.

     (3) A sale of the Pledged Stock (as defined below).

     (4) Such acceleration is reasonably necessary for the Company to comply
with any regulations promulgated by the Board of Governors of the Federal
Reserve System affecting the extension of credit in connection with the
Company's securities.



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     The undersigned waives demand, presentment, notice of protest, notice of
demand, dishonor, diligence in collection and notices of intention to accelerate
maturity. Any such acceleration may be automatically effectuated by the Company
by making an entry to such effect in its records, in which event the unpaid
balance on this Note shall become immediately due and payable without demand or
notice.

     Principal and interest are payable in lawful money of the United States of
America. The undersigned may prepay any amount due hereunder, without premium or
penalty.

     In the event the Company incurs any costs or fees in order to enforce
payment of this Note or any portion thereof, the undersigned agrees to pay to
the Company, in addition to such amounts as are owed pursuant to this Note, such
costs and fees, including, without limitation, a reasonable sum for attorneys'
fees.

     The undersigned hereby waives to the full extent permitted by law all
rights to plead any statute of limitations as a defense to any action hereunder.

     As security for the full and timely payment of this Note, the undersigned
hereunder pledges and grants to the Company a security interest in certain
shares of the Company's common stock (the "Pledged Stock") purchased by the
undersigned pursuant to the terms of the Company's Stock Option Exercise Form
attached hereto as Exhibit A. The undersigned shall, upon execution of this
Note, deliver all certificates representing the Pledged Stock to the agent for
the Company (the "Agent") pursuant to joint escrow instructions between the
Company and the undersigned in a form approved by the Company. The Agent shall
hold the Pledged Stock for the benefit of the Company to perfect the security
interest granted hereunder.

     Notwithstanding the foregoing, the undersigned acknowledges that this Note
is a full recourse note and that the undersigned is liable for full payment of
this Note without regard to the value at any time or from time to time of the
Pledged Stock. In the event of any default in the payment of this Note, the
Company shall have and may exercise any and all remedies of a secured party
under the California Commercial Code, and any other remedies available at law or
in equity, with respect to the Pledged Stock. The undersigned (i) acknowledges
that state or federal securities laws may restrict the public sale of
securities, and may require private sales at prices or on terms less favorable
to the seller than public sales and (ii) agrees that where the Company, in its
sole discretion, determines that a private sale is appropriate, such sale shall
be deemed to have been made in a commercially reasonable manner.

     In the event the undersigned desires to obtain a release from the Company's
security interest in some or all of the Pledged Stock, the undersigned shall pay
that portion of the principal balance of this Note equal to the purchase price
of the Pledged Stock being released plus accrued interest thereon. The Company
shall thereafter instruct the Agent to effect such release, provided that the
fair market value of the Pledged Stock to remain subject to the Company's
security interest (as determined by the Board of Directors of the Company or by
the closing price of the Company's common stock on the New York Stock Exchange,
or any successor listing, on the date of such notice) shall satisfy the
conditions of Regulation G, as 



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promulgated by the Board of Governors of the Federal Reserve System, or other
comparable law or regulation.

     The failure of the Company to exercise any of the rights created hereby, or
to promptly enforce any of the provisions of this Note, shall not constitute a
waiver of the right to exercise such rights or to enforce any such provisions.

     As used herein, the undersigned includes the successors, assigns and
distributees of the undersigned.

     As used herein, the Company includes the successors, assigns and
distributees of the Company, as well as a holder in due course of this Note.

     This Note is made under and shall be construed in accordance with the laws
of the State of California, without regard to the conflict of law provisions
thereof.



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