Securities and Exchange Commission
                              Washington, D.C. 20549

                                    Form 10-Q


[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the quarterly period ended September 30, 1997 or

[_]  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange  Act of 1934 For the  transition  period from  _______________  to
     ______________

                         Commission File Number: 0-13091

IMH Commercial Holdings, Inc.
(Exact name of registrant as specified in its charter)

                  Maryland                                      33-0745075
      (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

            20371 Irvine Avenue
       Santa Ana Heights, California                               92614
  (Address of Principal Executive Offices)                      (Zip Code)

       Registrant's telephone number, including area code:  (714) 556-0122
       Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange on
            Title of each class                    which registered

---------------------------------------     ----------------------------------
     Common Stock $0.01 par value                American Stock Exchange

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [_] No [X]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. [_]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant  based  upon the  closing  sales  price of its  Common  Stock on
November  7,  1997 on the  American  Stock  Exchange  was  approximately  $110.9
million.

The number of shares of Common Stock outstanding as of
November 7, 1997:     7,344,789

The number of shares of  Class A Common Stock outstanding as of 
November 7, 1997:     674,211

                       Documents incorporated by reference

                                                           None



<PAGE>




<TABLE>


                    IMH COMMERCIAL HOLDINGS, INC. AND SUBSIDIARY

                         1997 FORM 10-Q QUARTERLY REPORT

                                TABLE OF CONTENTS




<S>           <C>                                                                                                   <C> 
                          PART I. FINANCIAL INFORMATION

ITEM 1.       CONSOLIDATED FINANCIAL STATEMENTS - IMH COMMERCIAL HOLDINGS, INC.                                     Page #

              Consolidated Balance Sheets, September 30, 1997 and March 31, 1997.........................                3

              Consolidated Statements of Operations, Three-Months Ended September 30, 1997 and For the
              period  from January 15, 1997 (commencement of operations) through September 30, 1997......                4

              Consolidated Statement of Cash Flows, For the period from January 15, 1997 (commencement of
              operations ) through September 30, 1997....................................................                5

              Selected Notes to Consolidated Financial Statements........................................                6

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
              OF OPERATIONS                                                                                             10

                           PART II. OTHER INFORMATION

ITEM 1. - 5.  NOT APPLICABLE                                                                                            14

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K                                                                          14

              SIGNATURES                                                                                                15

</TABLE>






<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>

                                     IMH COMMERCIAL HOLDINGS, INC. AND SUBSIDIARY
                                             CONSOLIDATED BALANCE SHEETS
                                     (dollars in thousands, except per share data)

<CAPTION>
                                                                           September 30, 1997        March 31, 1997
                                                                         ----------------------  ----------------------
<S>                                                                     <C>                     <C>  

                                 ASSETS
Cash and cash equivalents                                                $              18,847   $               4,400
Investment securities available for sale                                                12,390                       -
Residual interest in securitizations, held for trading                                   9,999                  10,025
Loan receivables:
     Finance receivables                                                                42,662                       -
     Commercial Mortgages held for investment                                           34,559                  17,535
     Allowance for loan losses                                                             (55)                    (13)
                                                                         ----------------------  ----------------------
          Net loan receivables                                                          77,166                  17,522

Property and equipment                                                                   3,901                       -
Due from affiliates                                                                      3,465                     134
Investment in ICCC                                                                       3,115                       -
Accrued interest receivable                                                                465                     128
Other assets                                                                               373                      41
                                                                         ----------------------  ----------------------
                                                                         $             129,721   $              32,250
                                                                         ======================  ======================

                  LIABILITIES AND STOCKHOLDERS' EQUITY
Warehouse facilities                                                     $              12,984   $                   -
Borrowings from Imperial Warehouse Lending Group                                         2,526                  16,563
Due to affiliates                                                                        9,347                     520
Accrued interest expense                                                                    70                     150
Other liabilities                                                                           50                       -
                                                                         ----------------------  ----------------------
     Total Liabilities                                                                  24,977                  17,233
                                                                         ----------------------  ----------------------

Stockholders' Equity:
   Preferred  Stock;  $.01  par  value;  10,000,000  shares  authorized;
      0  and 3,000,000 issued or outstanding at September 30, 1997
      and at March  31, 1997, respectively                                                   -                      30
   Common Stock; $.01 par value; 46,000,000 shares authorized;
      7,344,789 and 599,000 shares issued and outstanding at September
      30, 1997 and March 31, 1997, respectively                                             73                       6
   Class A Common Stock; $.01 par value; 4,000,000 shares authorized;
      674,211 and 0 shares issued and outstanding at September 30, 1997
      and March 31, 1997, respectively                                                       7                       -
   Additional paid-in-capital                                                          104,918                  17,667
   Investment securities valuation allowance                                                16                       -
   Accumulated deficit                                                                    (270)                 (2,686)
                                                                         ----------------------  ----------------------
     Total Stockholders' Equity                                                        104,744                  15,017
                                                                         ======================  ======================
                                                                         $             129,721   $              32,250
                                                                         ======================  ======================


                See  accompanying notes  to consolidated financial statements.

</TABLE>

<PAGE>



<TABLE>


                 IMH COMMERCIAL HOLDINGS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             ( dollars in thousands, except earnings per share data)

<CAPTION>
                                                                                                  For the period from
                                                                                                    January 15, 1997
                                                                      Three Months            (commencement of operations)
                                                                Ended September 30, 1997       through September 30, 1997
                                                               ---------------------------  ----------------------------------
<S>                                                           <C>                           <C>


Revenues
Interest income                                                $                     2,457    $                         3,810
Equity in net income of Imperial
    Commercial Capital  Corporation                                                    627                                627
Rental and other income                                                                 58                                 58
                                                               ----------------------------   --------------------------------
                                                                                     3,142                              4,495

Expenses
Interest expense on warehouse facilities                                               463                                788
Interest expense on other affiliated borrowings                                        205                                341
Interest expense on borrowings
      from Imperial Warehouse Lending Group                                             77                                418
Professional services                                                                  202                                380
General and administrative expense                                                      75                                 85
Provision for loan losses                                                               22                                 55
Advisory fee                                                                             1                                  1
Stock compensation expense                                                               -                              2,697
                                                               ----------------------------   --------------------------------
                                                                                     1,045                              4,765
                                                               ----------------------------   --------------------------------

Net earnings (loss)                                            $                     2,097    $                          (270)
                                                               ============================   ================================

Net earnings (loss) per common share                           $                      0.38    $                         (0.09)
                                                               ============================   ================================

Weighted average number of shares outstanding used in net
earnings (loss) per share computation                                            5,534,000                          2,974,000
                                                               ============================   ================================
</TABLE>



                    See accompanying notes to consolidated financial statements.



<PAGE>


<TABLE>

                                    IMH COMMERCIAL HOLDINGS, INC. AND SUBSIDIARY
                                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                                   (in thousands)
<CAPTION>

                                                                                         For the period from
                                                                                           January 15, 1997
                                                                                     (commencement of operations)
                                                                                      through September 30, 1997
                                                                                  -----------------------------------

<S>                                                                              <C>

Cash flows from operating activities:
   Net loss                                                                       $                             (270)
   Adjustments to reconcile net loss to net cash provided by  operating
activities:
      Equity in net income of ICCC                                                                              (627)
      Stock compensation expense                                                                               2,697
      Provision for Commercial Mortgage losses                                                                    55
      Depreciation                                                                                                16
      Net change in accrued interest receivable                                                                 (465)
      Net change in other assets and liabilities                                                               5,559
      Net change in accrued interest expense                                                                      70
                                                                                  -----------------------------------
           Net cash provided by operating activities                                                           7,035

Cash flows from investing activities:
      Net change in Commercial Mortgages held for investment                                                 (34,559)
      Net change in finance receivables                                                                      (42,662)
      Purchase of investment securities available for sale                                                   (12,374)
      Purchase of residual interest in securitization                                                        (10,098)
      Principal reductions on residual interest in securitizations                                                99
      Net change in property and equipment                                                                    (3,917)
      Contributions to ICCC                                                                                   (2,375)
                                                                                  -----------------------------------
           Net cash used in investing activities                                                            (105,886)

Cash flows from financing activities:
      Net change in warehouse facilities                                                                      12,984
      Net change in borrowings from Imperial Warehouse Lending Group                                           2,526
      Issuance of common stock                                                                               102,188
                                                                                  -----------------------------------
           Net cash provided by financing activities                                                         117,698

Cash and cash equivalents at end of period                                        $                           18,847
                                                                                  ===================================

Supplementary information:
      Interest paid                                                               $                            1,477
                                                                                  ===================================


</TABLE>

                See accompanying notes to consolidated financial statements.




<PAGE>



                       IMH COMMERCIAL HOLDINGS, INC. and SUBSIDIARY
                        Notes to Consolidated Financial Statements


     Unless the context otherwise requires,  references herein to the "Company"'
     refer to IMH Commercial Holdings, Inc. ("ICH"), its subsidiary IMH/ICH Dove
     Street, LLC ("Dove"), and Imperial Commercial Capital Corporation ("ICCC"),
     collectively. References to ICH refer to IMH Commercial Holdings, Inc. as a
     separate entity from ICCC or Dove.

1.    Basis of Financial Statement Presentation

     The accompanying  consolidated  financial  statements have been prepared in
     accordance  with  Generally  Accepted  Accounting  Principles  and with the
     instructions  to Form 10-Q.  Accordingly,  they do not  include  all of the
     information  and  footnotes  required  by  Generally  Accepted   Accounting
     Principles for complete financial statements. In the opinion of management,
     all adjustments  (consisting of normal  recurring  adjustments)  considered
     necessary for a fair presentation have been included. Operating results for
     the period from  January  15, 1997  (commencement  of  operations)  through
     September 30, 1997 are not  necessarily  indicative of the results that may
     be  expected  for  the  period  from  January  15,  1997  (commencement  of
     operations) through December 31, 1997.

     References to financial  information of ICH reflects the financial  results
     of the Long-Term Investment Operations ("Long-Term Investment  Operations")
     for the period from January 15, 1997  (commencement of operations)  through
     September  30,  1997,  financial  results of ICH's  equity  interest in net
     income in ICCC as a stand-alone entity,  subsequent to the Contribution (as
     discussed  below),  and the  financial  results of Dove for the period from
     August 25, 1997  through  September  30,  1997.  See Item 2.  "Management's
     Discussion   and   Analysis   of   Financial   Condition   and  Results  of
     Operations--Significant  Transactions"  for  additional  information on the
     Contribution.  The  results  of  operations  of ICCC,  of which  95% of the
     economic  interest  is  owned  by  ICH,  are  included  in the  results  of
     operations for ICH as "Equity of net income of ICCC."

2.    Summary of Business and Significant Accounting Policies

     ICH is a recently  formed  specialty  commercial  property  finance company
     which  has  elected  to be taxed at the  corporate  level as a real  estate
     investment trust ("REIT") for federal income tax purposes,  which generally
     allows the Company to pass through income to  stockholders  without payment
     of federal income tax at the corporate  level. The Company was incorporated
     in February 1997 for the purpose of originating,  purchasing,  securitizing
     and selling commercial  mortgages and investing in commercial mortgages and
     commercial mortgage-backed  securities.  Imperial Credit Mortgage Holdings,
     Inc.  ("IMH")  capitalized  the Company with $15.0 million in cash in March
     1997. Upon the closing of the Initial Public Offering  ("IPO") on August 8,
     1997, IMH owned 719,789,  or 9.8%, of ICH Common Stock and 674,211  shares,
     or 100%,  of ICH  non-voting  Class A Stock (as  defined  hereinafter)  and
     contributed  (the   "Contribution")  100%  of  the  outstanding  shares  of
     non-voting  preferred  stock of ICCC in exchange  for 95,000  shares of ICH
     non-voting Class A Stock. See Item 2. "Management's Discussion and Analysis
     of Financial Condition and Results of Operations--Significant Transactions"
     for additional information on the IPO.

     ICH was formed to seek  opportunities  in the commercial  mortgage  market.
     Commercial     mortgage     assets     include     mortgage     loans    on
     condominium-conversions,  mortgage loans on commercial properties,  such as
     industrial and warehouse space, office buildings, retail space and shopping
     malls, hotels and motels, nursing homes, hospitals, multifamily, congregate
     care  facilities  and  senior  living  centers  (collectively,  "Commercial
     Mortgages").  The Company  operates the  Long-Term  Investment  Operations,
     which  invests  primarily  in  Commercial   Mortgages  and  mortgage-backed
     securities on  commercial  properties  ("CMBS") and  subsequent to the IPO,
     engages in the Conduit Operations, which originates, purchases and sells or
     securitizes  Commercial  Mortgages.  In April,  1997,  ICH secured a $200.0
     million warehouse line agreement to finance the origination and purchase of
     Commercial  Mortgages.  The Company's  Conduit  Operations  operates  three
     divisions:   the  Condominium  Division,   the  Retail  Division,  and  the
     Correspondent and Bulk Purchase Division.

<PAGE>


     Long-Term Investment Operations

     The Long-Term  Investment  Operations  invests primarily in adjustable rate
     Commercial  Mortgages  for  long-term  investment  and CMBS  backed by such
     Commercial  Mortgages.  Income is earned  principally from the net interest
     income  received  by the  Company  on  the  Commercial  Mortgages,  finance
     receivables, and CMBS purchased and held in its portfolio. At September 30,
     1997, the Company's earning assets consisted of $34.6 million in Commercial
     Mortgages, $42.7 million in finance receivables and $22.4 million in CMBS.

     Conduit Operations

     The Company's Conduit  Operations,  subsequent to the IPO,  operates three
     divisions:  the Condominium  Division,  the Retail Division, and the 
     Correspondent and Bulk Purchase Division.

     Condominium  Division.  This Division  offers on a retail basis  adjustable
     rate  financing to  developers  and project  owners who have  completed the
     development  of a  condominium  complex or the  conversion  of an apartment
     complex to a condominium  complex on property with a typical loan amount of
     $3.0 million to $10.0 million. All originations,  underwriting,  processing
     and  funding  are  performed  at  ICCC's  executive  offices.  The  Company
     anticipates that the Condominium  Division's  Commercial  Mortgages will be
     offered on a  nationwide  basis and that  Commercial  Mortgages  originated
     through the Condominium  Division will be financed  through the utilization
     of CMO borrowings by the Long-Term Investment Operations.

     Retail  Division.   This  Division  originates   Commercial  Mortgages  for
     properties  including  general  retail  property such as shopping  centers,
     super markets and department stores, light industrial property,  and office
     buildings.  The Retail Division  offers smaller  balance  ($500,000 to $1.5
     million) fixed and adjustable rate  Commercial  Mortgages to developers and
     project owners for smaller properties and projects than those funded by the
     Correspondent and Bulk Purchase Division.  Although  processing and funding
     operations  relating to these Commercial  Mortgages are performed centrally
     at ICCC's executive  offices,  the Company has targeted major  metropolitan
     areas for the opening of  satellite  offices for regional  originations.  A
     portion of the adjustable rate Commercial Mortgages that will be originated
     by the Retail Division may be held in portfolio by the Long-Term Investment
     Operations,  while the  balance  thereof and a  substantial  portion of the
     fixed rate  Commercial  Mortgages  originated will be resold by the Conduit
     Operations through bulk sale or REMIC securitizations.

     Correspondent  and Bulk Purchase  Division.  This Division both  originates
     Commercial  Mortgages on a retail basis and purchases  Commercial Mortgages
     on a bulk and flow basis.  This Division  offers larger  principal  balance
     ($1.5  million  to  $10.0  million)  Commercial  Mortgages  for  commercial
     projects than those funded by the Retail Division.  The  Correspondent  and
     Bulk Purchase  Division  offers  adjustable  rate and fixed rate Commercial
     Mortgages offered through specified correspondents who may in the future be
     provided with  Company-sponsored  warehouse  facilities.  In addition,  the
     Division will purchase Commercial  Mortgages in bulk and flow from selected
     financial  institutions and mortgage  bankers.  A portion of the adjustable
     rate Commercial  Mortgages  originated or purchased by this Division may be
     held in portfolio by the Long-Term Investment Operations, while the balance
     thereof and a substantial  portion of the fixed rate  Commercial  Mortgages
     originated  or  purchased  will  be  resold  through  bulk  sale  or  REMIC
     securitizations.


<PAGE>



3.    Investment in Imperial Commercial Capital Corporation

     The  Company  records  its  investment  in ICCC on the equity  method.  The
     Company is  entitled to 95% of the  earnings or losses of ICCC  through its
     ownership of all of the non-voting preferred stock of ICCC.

     Summarized financial information for ICCC (in thousands):
<TABLE>
<CAPTION>

                                                      BALANCE SHEETS

<S>                                                           <C>                                <C>
                                                                      September 30, 1997                  March 31, 1997
                                                              ---------------------------------   ----------------------------
                             ASSETS
    Cash                                                       $                         1,790     $                        -
    Commercial Mortgages held for sale                                                  52,841                              -
    Due from affiliates                                                                    574                            411
    Premises and equipment, net                                                            270                            130
    Other assets                                                                           238                             13
    Accrued interest receivable                                                            207                              -
                                                              ---------------------------------   ----------------------------
                                                               $                        55,920     $                      554
                                                               =================================  ============================
                                                              
              LIABILITIES AND SHAREHOLDERS' EQUITY
    Borrowings from affiliates                                 $                        49,926     $                        -
    Other liabilities                                                                    1,516                            153
    Due to affiliates                                                                    1,199                             61
                                                              ---------------------------------   ----------------------------
            Total liabilities                                                           52,641                            214

    Shareholders' Equity:
          Preferred Stock                                                                2,875                            500
          Common Stock                                                                       1                              1
          Contributed capital                                                              150                             25
          Retained earnings (accumulated deficit)                                          253                           (186)
                                                              ---------------------------------   ----------------------------
            Total shareholders' equity                                                   3,279                            340
                                                              ---------------------------------   ----------------------------
                                                                                               
                                                               $                        55,920     $                      554
                                                              =================================   ============================
                                                              

</TABLE>



<PAGE>

<TABLE>


                                                 STATEMENTS OF OPERATIONS

<CAPTION>
                                                                                                 For the period from
                                                                                                   January 15, 1997
                                                              For the Three Months         (commencement of operations)
                                                            Ended September 30, 1997          through September 30, 1997
                                                         -------------------------------  ---------------------------------
<S>                                                      <C>                              <C>

Revenues
Interest income                                                                   1,090    $                          1,321
Gain on sale of loans                                                             1,508                               1,527
Loan servicing and other income                                                      16                                  36
                                                          -------------------------------  ---------------------------------
                                                                                  2,614                               2,884

Expenses:
Interest expense on affiliated borrowings                                          1,076                               1,291
Professional services                                                               196                                 374
Stock compensation expense                                                          125                                 150
General and administrative expense                                                  132                                 266
Provision for repurchases                                                            69                                  90
Personnel expense                                                                   100                                 271
                                                           ------------------------------- ---------------------------------
                                                                                  1,698                               2,442

Earnings before income taxes                                                        916                                 442

Income tax expense                                                                  387                                 189
                                                           ------------------------------- ---------------------------------
Net earnings                                             $                          529    $                            253
                                                           =============================== =================================

</TABLE>

4.    Investment Securities Available-for-Sale

     The  Company  classifies  investment  and  mortgage-backed   securities  as
     held-to-maturity,    available-for-sale,    and/or   trading    securities.
     Held-to-maturity  investment and commercial  mortgage-backed securities are
     reported at amortized cost,  available-for-sale  securities are reported at
     fair value with  unrealized  gains and  losses as a separate  component  of
     stockholders'  equity,  and trading  securities  are reported at fair value
     with unrealized gains and losses reported in income.  Discounts obtained on
     investment  securities are amortized to interest  income over the estimated
     life of the investment securities using the interest method.

     At  September  30, 1997,  ICH's  investment  securities  available-for-sale
     included  $12.4  million  of  subordinated  securities   collateralized  by
     Commercial  Mortgages.  In general,  subordinated  classes of a  particular
     series of securities  bear all losses prior to the related senior  classes.
     The  Company's  investment  securities  are  held  as   available-for-sale,
     reported  at fair value with  unrealized  gains and  losses  reported  as a
     separate  component of stockholders'  equity. As the Company qualifies as a
     REIT and no income  taxes are paid,  the  unrealized  gains and  losses are
     reported gross in stockholders' equity.

5.    Residual Interest in Securitization

     The  accompanying  1997 balance  sheet  includes  one residual  interest in
     securitization  ("residual")  of real estate mortgage  investment  conduits
     ("REMICS")  which  was  recorded  as a result of a 1995  securitization  by
     Imperial Credit  Industries,  Inc.  ("ICII") of commercial  loans through a
     special purpose trust vehicle. ICII has one director who also serves on the
     Board of ICH.  ICH  purchased  the  residual in March 1997 from ICI Funding
     Corporation  ("ICIFC"),  the Conduit Operations for IMH, for $10.1 million.
     ICIFC and ICH have estimated future cash flows from the residual  utilizing
     assumptions  that they believe are  commensurate  with the risk inherent in
     the  investment  and  consistent  with  those  that they  believe  would be
     utilized by an unaffiliated  third-party purchaser and discounted at a rate
     commensurate  with the risk  involved.  The  Company  has  classified  this
     residual as a held-for trading security.  Unrealized gains and losses,  net
     of related  income  taxes,  will be  recognized  as a reduction  to current
     earnings.  To the Company's knowledge,  there is currently no active market
     for the  purchase or sale of this  residual.  At September  30,  1997,  the
     Company recorded $10.0 million in residual interest in securitization which
     management estimates to approximate fair value.

<PAGE>

     The Company financed the purchase of the residual with borrowings from ICII
     due December 2007 at a stated  interest rate of 10%. At September 30, 1997,
     the  balance  of the  affiliated  borrowings  was $7.9  million,  which was
     included in due to affiliates on the balance sheet.

6.    Warehouse Facilities

     In April 1997,  ICH as a stand-alone  entity  entered into a warehouse line
     agreement  to  provide  up to  $200.0  million  to  finance  the  Company's
     businesses.  Terms  of the  warehouse  line  of  credit  require  that  the
     Commercial Mortgages be held by an independent third party custodian, which
     gives the  Company  the  ability  to borrow  against  the  collateral  as a
     percentage  of the fair  market  value  of the  Commercial  Mortgages.  The
     borrowing  rates  are  expressed  in basis  points  over  one-month  LIBOR,
     depending on the type of collateral provided by the Company. The margins on
     the warehouse line  agreement are based on the type of mortgage  collateral
     used and  generally  range from 85% to 88% of the fair market  value of the
     collateral.  At September  30, 1997 ICH had $13.0  million  outstanding  in
     borrowings under warehouse facilities.

7.    Stockholders' Equity

     In August  1997,  the  Company  completed  its initial  public  offering of
     6,325,000  shares of Common Stock.  The Company raised $87.2 million in the
     IPO,  net of $6.6 million  underwriting  discount and $1.1 million in other
     offering expenses. Upon the closing of the IPO, IMH contributed to ICH 100%
     of the outstanding shares of non-voting preferred stock of ICCC in exchange
     for 95,000 shares of ICH Class A Stock.  As of September 30, 1997, IMH owns
     719,789 shares, or 9.8%, of ICH Common Stock in addition to 674,211 shares,
     or 100%, of ICH Class A Stock.

     On October 20, 1997 the Board of Directors  declared a $0.15 cash dividend
     payable  November 11, 1997 to stockholders of record on October 27, 1997.

8.    Subsequent Events

     In October  1997,  the Company  agreed to provide to ICIFC a $15.0  million
     revolving line of credit  expiring on December 31, 1997 at an interest rate
     of Prime plus 1% with  interest and principal  paid monthly.  As of October
     31, 1997, there was $2.0 million outstanding on the line of credit.



<PAGE>



     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

     The following  Management's  Discussion and Analysis of Financial Condition
     and Results of Operations contains forward-looking statements which involve
     risks  and  uncertainties.   The  Company's  actual  results  could  differ
     materially from those anticipated in these forward-looking  statements as a
     result of certain factors.

     References to financial  information of ICH reflects the financial  results
     of the Long-Term Investment Operations for the period from January 15, 1997
     (commencement of operations) through September 30, 1997,  financial results
     of ICH's equity  interest in net earnings in ICCC as a stand-alone  entity,
     subsequent to the  Contribution,  and the financial results of Dove for the
     period from August 25, 1997 through September 30, 1997.

     Significant Transactions

     In February  1997,  certain  officers and  directors  of the Company,  as a
     group, and IMH purchased  300,000 and 299,000 shares of the Common Stock of
     ICH,  respectively.  In  addition,  IMH  purchased  all of  the  non-voting
     preferred stock of ICCC, which  represents 95% of the economic  interest in
     ICCC, for $500,000,  and certain of the Company's officers purchased all of
     the outstanding  shares of common stock of ICCC, which represents 5% of the
     economic  interest in ICCC. In addition,  ICCC brokered  ICH's  purchase of
     $7.3 million and $10.2 million of condominium  conversion  loans which were
     financed  with  $16.6  million  in  borrowings  under a  warehouse  lending
     facility  provided by a subsidiary of IMH, and $900,000 in borrowings  from
     IMH.

     In March 1997, IMH loaned ICH $15.0 million  evidenced by a promissory note
     convertible into shares of non-voting preferred stock of ICH at the rate of
     one share of ICH Preferred  Stock for each $5.00  principal  amount of said
     note.  IMH converted the  aforementioned  $15.0  million  principal  amount
     promissory  note into an  aggregate of  3,000,000  shares of ICH  Preferred
     Stock. All shares of ICH Preferred Stock were automatically  converted upon
     the  closing  of the IPO into  shares of ICH  Common  Stock  determined  by
     multiplying  the number of shares of ICH Preferred Stock to be converted by
     a fraction,  the numerator of which was $5.00 and the  denominator of which
     was  $15.00.   Notwithstanding   the  foregoing,   consistent   with  IMH's
     classification  as a REIT,  IMH was not entitled to convert into ICH Common
     Stock more than that number of shares of ICH  Preferred  Stock  whereby IMH
     would own,  immediately  after such conversion,  greater than 9.8% of ICH's
     outstanding  Common Stock.  Any shares of ICH Preferred Stock not converted
     into ICH  Common  Stock  upon  the  closing  of the IPO were  automatically
     converted into shares of ICH  non-voting  Class A Stock at the same rate as
     the ICH Preferred  Stock  converted  into ICH Common  Stock.  Shares of ICH
     Class A Stock  convert  into  shares of ICH Common  Stock on a  one-for-one
     basis and each such class of Common Stock is entitled to cash  dividends on
     a pro rata basis.  Upon any subsequent  issuances of Common Stock by ICH or
     sale of ICH  Common  Stock held by IMH,  shares of ICH Class A Stock  shall
     automatically  convert into  additional  shares of the Common Stock of ICH,
     subject to a 9.8% limitation.  In addition,  ICH purchased $10.1 million in
     mortgage-backed  securities from ICIFC which was financed with a promissory
     note.  The  promissory  note  was  repaid  to ICII  with  cash  from  IMH's
     above-referenced  $15.0 million  investment.  Concurrently,  ICH repaid the
     $900,000  owed to ICIFC in  connection  with its  purchase  of  condominium
     conversion  loans.  Subsequently,  ICH entered a borrowing  agreement  with
     Imperial Credit Industries, Inc. ("ICII") for $7.9 million secured by $10.1
     million CMBS

     In April 1997, IMH exchanged the 299,000  shares of ICH Common Stock held
     by it for an equivalent  number of shares of ICH Class A Stock.

     In August 1997,  the Company  raised  $88.2  million,  net of  underwriting
     expenses, from its IPO as stockholders purchased 6,325,000 shares of common
     stock at a price of $15.00 per  share.  Upon the  closing  of the IPO,  IMH
     contributed to ICH 100% of the outstanding  shares of non-voting  preferred
     stock of ICCC in  exchange  for 95,000  shares of ICH Class A Stock.  As of
     September 30, 1997, IMH owns 719,789  shares,  or 9.8%, of ICH Common Stock
     in addition to 674,211 shares, or 100%, of ICH Class A Stock.

     In August 1997,  IMH/ICH Dove Street,  LLC, a California  limited liability
     company,  of which  each of IMH and ICH own a 50%  interest,  purchased  an
     office  building for $7.7 million plus related  closing costs.  IMH and ICH
     intend  to  relocate  their  headquarters  to the  building  over  the next
     two-year period.

<PAGE>

     Other Matters

     William D. Endresen,  the ICH's current Senior Vice President and President
     and Director of ICCC,  filed a petition  for Chapter 7  bankruptcy  in July
     1995 in federal court, Santa Ana. The bankruptcy was discharged in November
     1995.

     Results of Operations

     Three Months Ended September 30, 1997

     Revenues for the three months  ended  September  30, 1997 were $3.1 million
     primarily due to interest income earned on Commercial  Mortgages,  CMBS and
     finance  receivables  and equity in net  earnings  of ICCC.  Revenues  were
     comprised  primarily of $389,000 of interest  income  earned on  Commercial
     Mortgages held for  investment,  $725,000 of interest  income from CMBS and
     $1.0 million of interest income earned on finance receivables with ICCC and
     $627,000  from the  equity in net income of ICCC.  Interest  income for the
     three months ended September 30, 1997 was earned on total average  Mortgage
     Assets of $77.0  million which was comprised of $18.7 million of Commercial
     Mortgages held for  investment,  $13.5 million of CMBS and $44.8 million of
     finance  receivables.  Commercial  Mortgages  resulted from the purchase of
     $19.7 million of condominium conversion loans originated by ICCC while CMBS
     and finance  receivables were the result of the Company  purchasing a $10.1
     million residual  interest in  securitization  from ICIFC in March 1997 and
     additional  CMBS of $12.4  million in August and  September  1997.  Finance
     receivables  were the result of providing  warehouse  financing to ICCC for
     the  origination of Commercial  Mortgages.  Additionally,  revenues for the
     quarter ended September 30, 1997 were positively  affected by equity in net
     earnings  of ICCC of  $627,000.  Equity in net  earnings of ICCC during the
     third quarter of 1997 was primarily the result of whole loan sales of $36.7
     million resulting in gain on sale of loans of $1.5 million.

     Expenses for the three months  ended  September  30, 1997 were $1.0 million
     comprised  primarily of $745,000 of interest  expense  related to warehouse
     financing,  of  which  $463,000  was  from  non-affiliated  borrowings  and
     $282,000  was the result of  borrowings  from  Imperial  Warehouse  Lending
     Group,  Inc.,  a  subsidiary  of IMH  ("IWLG")  and other  affiliates,  and
     professional  expenses of $202,000.  Interest  expense for the three months
     ended  September  30,  1997 was the  result  of  average  borrowings  under
     warehouse facilities of $30.2 million.  Professional services was primarily
     the  result of  allocation  of costs from ICIFC of  $169,000  for  services
     performed  by  ICIFC  management  and  staff  for  finance  and  accounting
     services,  MIS,  marketing,   asset/liability   management  and  reporting.
     Additionally,  the Company  recorded a provision for loan losses of $22,000
     during the three months ended  September  30, 1997.  At September 30, 1997,
     the Company's  allowance for loan losses  expressed as a percentage of loan
     receivables  which  includes  Commercial  Mortgages held for investment and
     finance receivables was 0.07%. As the Company experiences increases in loan
     receivables  and  corresponding  increases  in  delinquencies,  the Company
     expects to add to the  allowance for loan losses.  The Company  anticipates
     that  expenses  will  increase  in the  future as the  Company  builds  its
     infrastructure,  increases its borrowings  under  warehouse lines of credit
     and reverse repurchase  facilities and relies more heavily on RAI Advisors,
     LLC ("RAI" or the "Manager") for its day-to-day operations.

     For the period from January 15, 1997 (commencement of operations) through
     September 30, 1997

     Revenues for the period from January 15, 1997  (commencement of operations)
     through  September 30, 1997 were $4.5 million due to interest income earned
     on  Commercial  Mortgage,  CMBS  and  finance  receivables.  Revenues  were
     comprised primarily of $1.0 million of interest income earned on Commercial
     Mortgages held for  investment,  $1.2 million of interest  income from CMBS
     and $1.1 million of interest income earned on finance receivables with ICCC
     and $627,000 from the equity in net earnings of ICCC.  Interest  income for
     the period from  January  15, 1997  (commencement  of  operations)  through
     September  30, 1997 was earned on total  average  Mortgage  Assets of $42.1
     million which was comprised of $15.5 million of Commercial  Mortgages  held
     for  investment,  $8.5  million  of  CMBS  and  $18.1  million  of  finance
     receivables.  Commercial  Mortgages  resulted  from the  purchase  of $37.2
     million of condominium  conversion  loans while CMBS were the result of the
     Company purchasing a $10.1 million residual interest in securitization from
     ICIFC in March  1997 and  additional  CMBS of $12.4  million  in August and
     September 1997. Finance  receivables were the result of providing warehouse
     financing to ICCC for the origination of Commercial Mortgages.

<PAGE>

     Expenses for the period from January 15, 1997  (commencement of operations)
     through September 30, 1997 were $4.8 million which was comprised  primarily
     of stock compensation expense of $2.7 million,  interest expense related to
     borrowings  of $1.5  million,  of which  $788,000  was from  non-affiliated
     borrowings  and $759,000 was the result of  borrowings  from IWLG and other
     affiliates,  and  professional  expenses of  $380,000.  Stock  compensation
     expense  was due to the  issuance  of 300,000  shares of ICH Common  Stock.
     Stock  compensation  expense represents the difference between the price at
     which ICH issued  300,000  shares of its Common  Stock on  February 3, 1997
     ($.01 per share) and the estimated  fair value of such shares for financial
     reporting  purposes  as  determined  by  the  Company's  management,  as of
     February  3, 1997  ($9.00 per  share).  Fair value was based  primarily  on
     management's projection of the Company's future cash flow and net earnings.
     Interest  expense for the period from  January  15, 1997  (commencement  of
     operations) through September 30, 1997 was the result of average borrowings
     under  warehouse  facilities of $21.6  million.  Professional  services was
     primarily  the result of  allocation  of costs from ICIFC of  $346,000  for
     services performed by ICIFC management and staff for finance and accounting
     services,  MIS,  marketing,   asset/liability   management  and  reporting.
     Additionally,  the Company  recorded a provision for loan losses of $55,000
     during the period  from  January  15,  1997  (commencement  of  operations)
     through September 30, 1997.

     Liquidity and Capital Resources

     The Company's principal liquidity requirements result from the need to fund
     finance  receivables  and  Commercial  Mortgages  and CMBS  acquired by the
     Long-Term  Investment   Operations  and  the  origination  or  purchase  of
     Commercial Mortgages held for sale by the Conduit Operations.  Prior to the
     IPO,  ICCC was funded by  intercompany  borrowings  and  $500,000  from the
     issuance  of  capital  stock  and  ICH  was  funded  by  $15.0  million  in
     investments  by IMH,  $900,000 in borrowings  from IMH and a $200.0 million
     warehouse line.  Subsequent to the IPO, the Long-Term Investment Operations
     and the Conduit  Operations were funded by warehouse  lines of credit,  the
     proceeds from the issuance of capital stock and affiliated borrowings.

     For the period from January 15, 1997  (commencement of operations)  through
     September  30, 1997,  net cash  provided by operating  activities  was $7.0
     million.  Net cash provided by operating activities was positively affected
     by $2.7 million in stock  compensation  expense  related to the issuance of
     300,000  shares of the common stock of ICH in February  1997. The remaining
     net cash  provided  by  operating  activities  was  primarily  due to a net
     increase  of $5.9  million  in  borrowings  and  advances  from  affiliates
     partially  offset  by a  net  increase  of  $465,000  in  accrued  interest
     receivable.

     For the period from January 15, 1997  (commencement of operations)  through
     September  30,  1997,  net cash used in investing  activities  was $(105.9)
     million.  Net cash used in investing  activities was negatively affected by
     net  increases  of  $(34.6)  million  in  Commercial   Mortgages  held  for
     investment, $(42.7) million in finance receivables to ICCC, $(22.4) million
     in CMBS,  $(3.9)  million in property and equipment  and $(2.4)  million of
     contributions to ICCC.

     For the period from January 15, 1997  (commencement of operations)  through
     September 30, 1997,  net cash provided by financing  activities  was $117.7
     million.  Net cash provided by financing activities was positively affected
     by $102.2  million from the  issuance of common stock and $15.5  million in
     borrowings from warehouse facilities.

     In April 1997, as a stand-alone  entity,  ICH entered into a warehouse line
     agreement  which  provides up to $200.0  million to finance  the  Company's
     businesses.  Terms  of the  warehouse  line  of  credit  require  that  the
     Commercial Mortgages be held by an independent third party custodian, which
     gives the  Company  the  ability  to borrow  against  the  collateral  as a
     percentage  of the fair  market  value  of the  Commercial  Mortgages.  The
     borrowing  rates  are  expressed  in basis  points  over  one-month  LIBOR,
     depending on the type of collateral provided by the Company. The margins on
     the warehouse line  agreement are based on the type of mortgage  collateral
     used and  generally  range from 85% to 88% of the fair market  value of the
     collateral.  Management  believes that the warehouse line agreement will be
     sufficient to handle the Company's liquidity needs.

<PAGE>

     On August 4,  1997,  the  Company's  Registration  Statement  (file  number
     333-25423) used in connection with the sale of its Common Stock for the IPO
     was declared effective by the Securities and Exchange Commission. On August
     8, 1997, the Company raised $88.2 million,  net of  underwriting  expenses,
     from its IPO as stockholders  purchased 6,325,000 shares of common stock at
     a price of $15.00 per share.  Underwriting  discount and  commissions  were
     $6.6 million and the total expenses were approximately $1.1 million,  which
     the Company  believes is a reasonable  estimate of such  expenses.  The net
     offering proceeds to the Company, after deducting the above expenses,  were
     $87.2  million of which $36.8 million was used to reduce  borrowings  under
     warehouse facilities,  $18.7 million and $12.4 million was used to purchase
     Commercial  Mortgages  and CMBS,  respectively,  $3.9  million  was used to
     purchase a 50% interest in a commercial  office  building,  Dove, and $15.4
     million was used for general working capital needs.

     In August  1997,  the  Company  agreed to  provide  to IMH a $15.0  million
     revolving line of credit  expiring on August 8, 1998 at an interest rate of
     determined  at the time of each advance with  interest and  principal  paid
     monthly.  As of September 30, 1997, there was no balance outstanding on the
     line of credit.

     In October  1997,  the Company  agreed to provide to ICIFC a $15.0  million
     revolving line of credit  expiring on December 31, 1997 at an interest rate
     of Prime plus 1% with  interest and principal  paid monthly.  As of October
     31, 1997, there was $2.0 million outstanding on the line of credit.




<PAGE>





                           PART II. OTHER INFORMATION


     ITEM 1 - 5:    NOT APPLICABLE


     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

                   (a)  Exhibits





         Exhibit 10.10 

                           REAL ESTATE PURCHASE, SALE

                              AND ESCROW AGREEMENT

                                 by and between

                                TW/BRP DOVE, LLC

                                       and

                            IMH/ICH DOVE STREET, LLC


                           Dated as of August 25, 1997

                                       for

                           Bank of California Building
                                1401 Dove Street
                            Newport Beach, California












<PAGE>



                 REAL ESTATE PURCHASE, SALE AND ESCROW AGREEMENT

                                Summary Statement

This  Summary  Statement  is attached to and made in part of that  certain  Real
Estate  Purchase,  Sale and Escrow Agreement dated as of the 25th day of August,
1997 by and between the Seller and Purchaser referenced below.

1.  DATE OF AGREEMENT:          August 25, 1997

2.  SELLER:  TW/BRP Dove, LLC, a Delaware limited liability company

3.  PURCHASER: IMH/ICH Dove Street, LLC, a California limited liability
                                     company

4.  PROPERTY DESCRIPTION:

         a)  Address:  1401 Dove Street, Newport Beach, California.

         b)  Nature of Improvements:  6-Story Office Building on 3,596
                                           Acre Site

         c)  Rentable Square Footage:  Approximately 73,791

5.  PURCHASE PRICE:  As provided below ($7,800,000 plus costs)

6.  CLOSING DATE:     August 27, 1997

7.  TITLE AND ESCROW COMPANY:  Commonwealth Land Title Insurance Company



<PAGE>





                     REAL ESTATE PURCHASE AND SALE AGREEMENT


         THIS REAL ESTATE PURCHASE,  SALE AND ESCROW AGREEMENT  ("Agreement") is
made and entered into as of this 25th day of August,  1997 by and between TW/BRP
DOVE, LLC, a Delaware limited  liability  company  ("Seller"),  and IMH/ICH DOVE
STREET, LLC, a California limited liability company ("Purchaser").

                                    RECITALS

         A.  Ken  Development   Company  ("Original  Seller")  and  Transwestern
Investment  Company,  LLC ("Original  Purchaser") have entered into that certain
Real Estate  Purchase and Sale Agreement  dated May 30, 1997 ("Sale  Agreement")
providing for the sale by Original Seller of property and improvements  commonly
known as 1401  Dove  Street,  Newport  Beach,  California  (the  "Property")  to
Original Purchaser or its assignee.

         B. Original Seller,  Original  Purchaser and American Investors Escrow,
Inc. ("American") have entered into an Escrow Agreement dated June 13, 1997 (the
"Closing  Escrow") to provide for (1) the holding and disposition of the earnest
money  under  the  Sale  Agreement,  and  (2)  the  closing  of the  transaction
contemplated by the Sale Agreement.

         C.  Original Purchaser has assigned all of its right, title and
     interest in the Sale Agreement and the Closing Escrow to Seller.

         D.  Concurrently with Seller's  acquisition of the Property,  Purchaser
desires to  purchase  the  Property  from  Seller in  accordance  with the terms
hereof.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:

     1.  AGREEMENT FOR PURCHASE AND SALE.  Seller agrees to sell,  and Purchaser
     agrees to purchase,  subject to the terms and conditions  contained herein,
     the Property, together with:
                          (a)               (i) all of Seller's right, title and
                                            interest  in and to  all  rights  of
                                            way,    tenements,    hereditaments,
                                            easements,     rights,    interests,
                                            claims, minerals and mineral rights,
                                            water  and  water  rights,   utility
                                            capacity and appurtenances,  if any,
                                            in any way belonging or appertaining
                                            to  the  Property  and  (ii)  all of
                                            Seller's right,  title and interest,
                                            if  any,  in and  to  all  adjoining
                                            streets,   alleys,   private  roads,
                                            parking  areas,  curbs,  curb  cuts,
                                            sidewalks,   landscaping,   signage,
                                            sewers and public ways,  if not part
                                            of the Property  (collectively,  the
                                            "Appurtenant Rights"); and


<PAGE>



                          (b)               all of  Seller's  right,  title  and
                                            interest  in and  to any  equipment,
                                            machinery  and  property   which  is
                                            altered  to  the  Property  so as to
                                            constitute fixtures under California
                                            law ("Fixtures"),  including without
                                            limitation,  all hearing, lighting ,
                                            air conditioning, ventilating,
                                            plumbing,  electrical or other  
                                            mechanical  equipment and other   
                                            equipment and personal  property at 
                                            the Property  (collectively, the  
                                            "Personal Property"); and
<PAGE>


                          (c)               all of  Seller's  right,  title  and
                                            interest  as  landlord in and to all
                                            leases,   tenancies  and  rental  or
                                            occupancy     agreements    granting
                                            possessory rights in, on or covering
                                            the  Property,   together  with  all
                                            modifications,           extensions,
                                            amendments and  guarantees  thereof,
                                            and security  deposits  with respect
                                            thereto      (collectively,      the
                                            "Leases"); and

                          (d)               to  the  extent  assignable,  all of
                                            Seller's  right,  title and interest
                                            in and to the contracts, agreements,
                                            guarantees,      warranties      and
                                            indemnities,    written   or   oral,
                                            affecting the ownership,  operation,
                                            management  and  maintenance  of the
                                            Property,     Appurtenant    Rights,
                                            Fixtures,   Personal   Property  and
                                            Leases      (collectively,       the
                                            "Contracts"); and

                          (e)               to  the  extent  assignable,  all of
                                            Seller's  right,  title and interest
                                            in  and to all  (i)  plans,  models,
                                            drawings,            specifications,
                                            blueprints,   surveys,   engineering
                                            reports,  environmental  reports and
                                            other   technical   descriptions  or
                                            materials relating in any way to the
                                            Property,     Appurtenant    Rights,
                                            Personal Property,  Fixtures, Leases
                                            or  Contracts,  and  (ii)  licenses,
                                            franchises,  certificates, occupancy
                                            and   use   certificates,   permits,
                                            authorizations, consents, variances,
                                            waivers, approvals and the like from
                                            any    federal,    state,    county,
                                            municipal or other  governmental  or
                                            quasi-governmental   body,   agency,
                                            department,    board,    commission,
                                            bureau    or   other    entity    or
                                            instrumentality     affecting    the
                                            ownership,  operation or maintenance
                                            of the Property  (collectively,  the
                                            "Licenses").

         The Property,  Appurtenant Rights, Personal Property, Fixtures, Leases,
Contracts  and  Licenses and other  property  described  above are  collectively
referred to herein as the "Property."

     2.  PURCHASE  PRICE.  The  purchase  price  for the  Property  shall be the
aggregate amount (the "Purchase  Price") equal to the sum of $5,848,177.21  (the
"Closing  Amount"),  (b) $1,850,000.00  (the "Member Amount") and (c) the amount
required to be paid by  Purchaser  to comply  with the terms of this  Agreement,
including, without limitation, all premiums for title insurance, the documentary
transfer taxes,  escrow charges,  recording charges and other amounts referenced
in Section 6 below (the "Second  Closing  Amount").  The Purchase Price shall be
deposited  with  Commonwealth  Land  Title  Company  ("Escrow  Holder")  by wire
transfer  pursuant  to the wire  transfer  instructions  as shown on  Schedule 1
attached hereto prior to 5 p.m. (California time) on August 26, 1997.
<PAGE>


     3. ESCROW; CLOSING CONDITIONS.

                  3.1 Escrow.  Upon the execution of this Agreement by Purchaser
and Seller,  and the  acceptance of this  Agreement by Escrow Holder in writing,
this Agreement shall  constitute the joint escrow  instructions of Purchaser and
Seller to Escrow Holder to open an escrow ("Escrow") for the consummation of the
sale of the Property to Purchaser pursuant to the terms of this Agreement.  Upon
the Close of  Escrow,  Escrow  Holder  shall  pay any sum  owned to Seller  with
immediately available federal funds.

                  3.2      Closing Date.  The Escrow shall close ("Close of 
                                          Escrow") on August 27, 1997.


<PAGE>


                  3.3 Conveyance. On the Closing Date, Seller shall transfer and
convey title to the Property to Purchaser as follows:

                          (a)               delivering  to Escrow Holder a grant
                                            deed  ("Deed"),  subject only to the
                                            exceptions as described on Exhibit A
                                            attached   hereto  (the   "Permitted
                                            Exceptions"),  executed  by  Seller,
                                            that conveys the simple title to the
                                            Property,  Fixtures and  Appurtenant
                                            Rights to Purchaser;

                          (b)               delivering to Escrow Holder a bill
                                            of sale, executed by Seller, that
                                            transfers the Personal Property
                                            to Purchaser;

                          (c)               delivering  to  Escrow  Holder,   an
                                            assignment and assumption,  executed
                                            by  Seller   and   Purchaser,   that
                                            transfers  all  of  Seller's  right,
                                            title,  and  interest  in and to the
                                            Contracts,  the  Licenses,  and  the
                                            Leases,     to    Purchaser     (the
                                            "Assignment and Assumption").

The foregoing documents and instruments are collectively referred to herein as
the "Conveyance Documents."

         4.                REPRESENTATIONS AND WARRANTIES.

                         (a)                Seller  represents  and  warrants to
                                            Purchaser, as of the date hereof and
                                            again  on  the  Closing  Date,  that
                                            Seller is dully  organized,  validly
                                            existing and in good standing  under
                                            the laws of the State of California.
                                            Seller has all  necessary  power and
                                            authority   to   enter   into   this
                                            Agreement and to  consummate  all of
                                            the    transactions     contemplated
                                            herein.  The  individuals  executing
                                            this  Agreement  on behalf of Seller
                                            are  duly   authorized  to  execute,
                                            deliver and perform  this  Agreement
                                            on  behalf  of  Seller  and to  bind
                                            Seller according to its terms.  This
                                            Agreement  and all  documents  to be
                                            executed by Seller and  delivered to
                                            Purchaser hereunder (A) are and will
                                            be  the  legal,  valid  and  binding
                                            obligations  of Seller,  enforceable
                                            in accordance with their terms,  (B)
                                            do not or will  not  contravene  any
                                            provision of Seller's organizational
                                            documents or any  existing  laws and
                                            regulations  applicable to Seller or
                                            the   Property   and  (C)  will  not
                                            conflict   with  or   result   in  a
                                            violation    of    any    agreement,
                                            instrument, order, writ, judgment or
                                            decree to which Seller is a party or
                                            is  subject  or  which  governs  the
                                            Property;



<PAGE>


                           (b)              Purchaser represents and warrants to
                                            Seller, now and again on the Closing
                                            Date  that:  (i)  Purchaser  has all
                                            necessary  power  and  authority  to
                                            enter  into  this  Agreement  and to
                                            consummate   all  the   transactions
                                            contemplated    herein,   (ii)   the
                                            individuals executing this Agreement
                                            on  behalf  of  Purchaser  are  duly
                                            authorized  to execute,  deliver and
                                            perform this  Agreement on behalf of
                                            Purchaser  and  to  bind   Purchaser
                                            according  to its  terms,  and (iii)
                                            this  Agreement and all documents to
                                            be   executed   by   Purchaser   and
                                            delivered  to Seller  hereunder  (A)
                                            are and will be the legal, valid and
                                            binding  obligations  or  Purchaser,
                                            enforceable in accordance with their
                                            terms,   (B)  do  not  or  will  not
                                            contravene    any    provision    of
                                            Purchaser's organizational documents
                                            or any existing laws and regulations
                                            applicable to Purchaser and (C) will
                                            not  conflict  with or  result  in a
                                            violation    of    any    agreement,
                                            instrument order, writ,  judgment or
                                            decree to which Purchaser is a party
                                            or is subject.

                          (c)               All  of  the   representations   and
                                            warranties  of Seller and  Purchaser
                                            contained  in  this  Section  4  are
                                            material,  none shall merge into the
                                            deed  herein  provided  for  and all
                                            shall  survive the  Closing  Date or
                                            termination  of this Agreement for a
                                            period of one (1) year.


<PAGE>


     5. DELIVERY OF DOCUMENTS.

                          (a)               On or before August 26, 1997, Seller
                                            shall    deliver    the    following
                                            documents (the "Closing  Documents")
                                            to Escrow Agent:

                           (i)      the Conveyance Documents executed by Seller;

                           (ii)     Seller's counterpart of closing and 
         proration statement, executed by Seller;

                           (iii) a certification of nonforeign statue satisfying
         Section 1445 of the Internal Revenue Code, executed by Seller;

                           (iv) evidence of Seller's  existence and authority to
         perform its  obligations  under this  Agreement,  in form and substance
         reasonably satisfactory to Purchaser and Title Company;

                           (v)  a   certified   copy  of  the   resolutions   or
         declarations  of Seller  or the  partners  or  Seller,  as  applicable,
         authorizing  the  transaction  contemplated  by this Agreement or other
         satisfactory evidence of authorization.

                    (b) On or before August 26, 1997, Purchaser shall deliver
                        the following to Escrow Agent:

                           (i) counterparts of the Assignment and Assumption,
         executed by Purchaser or its assignee;

                           (ii) counterparts of the closing and petition 
         statement, executed by Purchaser or its assignee;

                           (iii)    the Purchaser Price; and

                           (iv) such other documents,  instruments or agreements
         as may be  reasonably  requested by (A) Seller,  in order to consummate
         this Agreement or (B) Title Company or the Escrow  Holder,  in order to
         issue the Title Policy  pursuant to the terms hereof,  and to otherwise
         consummate the Closing.



<PAGE>


     6. DISBURSEMENT OF ESCROW.  Provided that (a) each of the deposits required
under  Section 5 hereof have been made,  (b) Escrow Holder is prepared to insure
title in the  Property in the name of Purchaser  subject  only to the  Permitted
Exceptions, and (c) all conditions in the Closing Escrow have been satisfied and
the Closing  Escrow is  prepared  to  disburse,  then  Escrow  Holder  shall (i)
transmit the Members Amount to Seller pursuant to the  instructions set forth on
Schedule 2 attached  hereto,  (ii) apply the Closing Amount to close the Closing
Escrow,  (iii) pay the  closing  costs out to the Second  Closing  Amount,  (iv)
record the Deed, (v) deliver the Bill of Sale and Assignment to Purchaser,  (vi)
deliver  counterparts  of the  Assignment  and  Assumption  and the  closing and
proration  statements to Purchaser  and Seller,  and (vii) deliver any remaining
funds to Purchaser.

     7.  CLOSING  COSTS.  Purchaser  shall pay as regard  to: (a) any stamp tax,
sales tax,  documentary transfer tax or other tax imposed on the transfer of the
Property,  (b) the cost of the ALTA Title policy,  and the endorsements  thereto
required under the terms of this Agreement, (c) all Escrow Holder's fees and (d)
all of Seller's closing, title,  recording,  proration and other costs under the
Sale Agreement.

     8.  POSSESSION.  Possession of the Property shall be delivered to Purchaser
at  Closing,  free and  clear of all  liens  and  claims  other  than  Permitted
Exceptions and the rights of the tenants.

     9. BROKERS.  Each party agrees to  indemnify,  defend and hold harmless the
other party, its successors, assigns and agents, from and against the payment of
any  commission,  compensation,  loss,  damages,  costs and expenses  (including
without  limitation  attorneys' fees and costs) incurred in connection  with, or
arising out of, claims for any broker's,  agent's or finder's fees of any person
claiming by or through such party. The obligations of Seller and Purchaser under
this Section 9 shall survive the Closing and the termination of this Agreement.


     10. PROPERTY "AS IS".

                  9.1 No Side Agreements or Representations. No person acting on
behalf of Seller is  authorized  to make,  and by  execution  hereof,  Purchaser
acknowledges that no person has made any representation,  agreement,  statement,
warranty,  guarantee  or  promise  regarding  the  Property  or the  transaction
contemplated  herein or the zoning,  construction,  physical  condition or other
status of the Property  except as may be expressly set forth in this  Agreement.
No representation, warranty, agreement, statement, guarantee or promise, if any,
made by any person  acting on behalf of Seller  which is not  contained  in this
Agreement will be valid or binding on Seller.



<PAGE>


                  9.2 "AS IS" CONDITION. PURCHASER ACKNOWLEDGES AND AGREES THAT,
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT
MAKE AND  SPECIFICALLY  NEGATES AND DISCLAIMS ANY  REPRESENTATIONS,  WARRANTIES,
PROMISES,  COVENANTS,   AGREEMENTS  OR  GUARANTIES  OF  ANY  KIND  OR  CHARACTER
WHATSOEVER,  WHETHER  EXPRESS OR  IMPLIED,  ORAL OR  WRITTEN,  PAST,  PRESENT OR
FUTURE,  OF, AS TO, CONCERNING OR WITH RESPECT TO: (I) VALUE; (II) THE INCOME TO
BE DERIVED FROM THE PROPERTY;  (III) THE SUITABILITY OF THE PROPERTY FOR ANY AND
ALL  ACTIVITIES  AND USES WHICH  PURCHASER  MAY CONDUCT  THEREON,  INCLUDING THE
POSSIBILITIES  FOR FUTURE  DEVELOPMENT OF THE PROPERTY;  (IV) THE  HABITABILITY,
MERCHANTABILITY,  MARKETABILITY,  PROFITABILITY  OR  FITNESS  FOR  A  PARTICULAR
PURPOSE OF THE  PROPERTY;  (V) THE MANNER,  QUALITY,  STATE OF REPAIR OR LACK OF
REPAIR OF THE PROPERTY;  (VI) THE NATURE,  QUALITY OR CONDITION OF THE PROPERTY,
INCLUDING WITHOUT LIMITATION,  THE WATER, SOIL AND GEOLOGY; (VII) THE COMPLIANCE
OF OR BY THE  PROPERTY OR ITS  OPERATION  WITH ANY LAWS,  RULES,  ORDINANCES  OR
REGULATIONS OF ANY APPLICABLE  GOVERNMENTAL AUTHORITY OR BODY; (VIII) THE MANNER
OR QUALITY OF THE  CONSTRUCTION  OR  MATERIALS,  IF ANY,  INCORPORATED  INTO THE
PROPERTY; (IX) COMPLIANCE WITH ANY ENVIRONMENTAL  PROTECTION,  POLLUTION OR LAND
USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING, BUT NOT LIMITED
TO, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990,  CALIFORNIA HEALTH
& SAFETY CODE,  THE FEDERAL WATER  POLLUTION  CONTROL ACT, THE FEDERAL  RESOURCE
CONSERVATION  AND  RECOVERY  ACT,  THE  U.S.  ENVIRONMENTAL   PROTECTION  AGENCY
REGULATIONS AT 40 C.F.R., PART 261. THE


<PAGE>




COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980. AS
AMENDED,  THE RESOURCE  CONSERVATION  AND RECOVERY ACT OF 1976,  THE CLEAN WATER
ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS  MATERIALS  TRANSPORTATION  ACT,
THE TOXIC SUBSTANCE  CONTROL ACT, AND REGULATIONS  PROMULGATED  UNDER ANY OF THE
FOREGOING;  (X) THE PRESENCE OR ABSENCE OF HAZARDOUS  MATERIALS AT, ON, UNDER OR
ADJACENT  TO THE  PROPERTY;  (XI)  THE  CONTENT;  (XII)  THE  CONFORMITY  OF THE
IMPROVEMENTS  TO ANY PLANS OR  SPECIFICATIONS  FOR THE  PROPERTY,  INCLUDING ANY
PLANS AND  SPECIFICATIONS  THAT MAY HAVE BEEN OR MAY BE  PROVIDED  TO  PURCHASE;
(XIII) THE  CONFORMITY  OF THE  PROPERTY TO PAST,  CURRENT OR FUTURE  APPLICABLE
ZONING OR BUILDING  REQUIREMENTS;  (XIV)  DEFICIENCY OF ANY  UNDERSCORING;  (XV)
DEFICIENCY OF ANY DRAINAGE; (XVI) THE FACT THAT ALL OR A PORTION OF THE PROPERTY
MAY BE LOCATED ON OR NEAR AN  EARTHQUAKE  FAULT LINE;  (XVII) THE  EXISTENCE  OF
VESTED LAND USE,  ZONING OR BUILDING  ENTITLEMENTS  AFFECTING THE  PROPERTY;  OR
(XVIII) WITH RESPECT TO ANY OTHER MATTER,  PURCHASER  FURTHER  ACKNOWLEDGES  AND
AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND REVIEW
INFORMATION  AND  DOCUMENTATION  AFFECTING  THE  PROPERTY,  PURCHASER IS RELYING
SOLELY ON ITS OWN  INVESTIGATION  OF THE PROPERTY AND REVIEW OF SUCH INFORMATION
AND  DOCUMENTATION,  AND NOT ON ANY  INFORMATION  PROVIDED  OR TO BE PROVIDED BY
SELLER.  PURCHASER  FURTHER  ACKNOWLEDGES  AND AGREES THAT ANY INFORMATION  MADE
AVAILABLE  TO  PURCHASER OR PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER
WITH RESPECT TO THE  PROPERTY  WAS  OBTAINED  FROM A VARIETY OF SOURCES AND THAT
SELLER  HAS NOT MADE  ANY  INDEPENDENT  INVESTIGATION  OR  VERIFICATION  OF SUCH
INFORMATION AND MAKES NO  REPRESENTATIONS  AS TO THE ACCURACY OR COMPLETENESS OF
SUCH  INFORMATION.  PURCHASER  AGREES TO FULLY AND IRREVOCABLY  RELEASE ALL SUCH
SOURCES OF INFORMATION AND PREPARERS OF INFORMATION AND DOCUMENTATION  AFFECTING
THE PROPERTY WHICH WERE RETAINED BY SELLER FROM ANY AND ALL CLAIMS THAT THEY MAY
NOW HAVE OR HEREAFTER  ACQUIRE AGAINST SUCH SOURCES AND PREPARERS OF INFORMATION
FOR ANY COSTS, LOSS,  LIABILITY,  DAMAGE,  EXPENSES,  DEMAND, ACTION OR CAUSE OF
ACTION ARISING FROM SUCH INFORMATION OR  DOCUMENTATION.  SELLER IS NOT LIABLE OR
BOUND  IN ANY  MANNER  BY ANY ORAL OR  WRITTEN  STATEMENTS,  REPRESENTATIONS  OR
INFORMATION  PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF,  FURNISHED BY
ANY REAL ESTATE  BROKER  AGENT.  EMPLOYEE,  SERVANT OR OTHER  PERSON.  PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE
SALE OF THE  PROPERTY AS PROVIDED FOR HEREIN IS MADE ON A "AS  IS"CONDITION  AND
BASIS WITH ALL  FAULTS,  AND THAT  SELLER HAS NO  OBLIGATIONS  TO MAKE  REPAIRS,
REPLACEMENTS OR IMPROVEMENTS EXCEPT AS MAY OTHERWISE BE EXPRESSLY STATED HEREIN.
PURCHASER REPRESENTS, WARRANTS AND COVENANTS TO SELLER THAT, EXCEPT FOR SELLER'S
EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT, PURCHASER IS
RELYING SOLELY UPON PURCHASER'S OWN INVESTIGATION OF THE PROPERTY.

         11.               MISCELLANEOUS.

(a)  Time is of the essence of each provision of this Agreement.

(b)  This  Agreement and all  provisions  thereof shall extend to, be obligatory
     upon and inure to the benefit of the respective heirs, legatees, successors
     and assigns of the parties hereto.
(c)  Except as provided  herein,  this Agreement  contains the entire  Agreement
     between the parties relating to the transactions contemplated hereby.

(d)  This  Agreement  shall be governed by and construed in accordance  with the
     laws of the State of California.

(e)  If any of the  provisions of this Agreement or the  application  thereof to
     any persons or  circumstances  shall, to any event,  be deemed,  invalid or
     unenforceable,  the remainder of this Agreement and the application of such
     provisions to persons or circumstances other than those as to whom or which
     it is held invalid or unenforceable shall not be affected thereby.

(f)  This Agreement and any document or instrument  executed pursuant hereto may
     be executed in any number of counterparts, each of which shall be deemed an
     original,  but all of which,  together,  shall  constitute one and the same
     instrument.

(g)  This Agreement shall not be construed more strictly  against one party than
     against the other merely by virtue of the fact that the  Agreement may have
     been  prepared  primarily  by  counsel  for one of the  parties,  it  being
     recognized  that both Purchaser and Seller have  contributed  substantially
     and materially to the preparation of this Agreement.



<PAGE>


(h)  The  Exhibits  hereto  may be  finalized,  initialed  by both  parties  and
     inserted into this  Agreement  after this  Agreement is fully  executed and
     prior to the Approval Date.

(i)  The Summary  Statement  attached to this  Agreement is hereby  incorporated
     herein and made a part hereof.

     12. TERMINATION. In the event all escrow deposits have not been received by
Escrow  Holder on or before 5:00 p.m. on August 26, 1997 or if Escrow  Holder is
not prepared to disburse under the Closing Escrow before 5:00 p.m. on August 27,
1997, Escrow Holder is hereby authorized and directed to continue to comply with
this Agreement  until it has received a written demand from any party hereto for
the return of the deposits  made  hereunder by said party.  Upon receipt of such
demand,  Escrow Holder is hereby  authorized and directed to return to the party
making such demand the deposits made by such party  without  notice to any other
party and you may return all  remaining  deposits to the  respective  depositors
thereof. Upon such returns, this Agreement shall be null and void.
                           [Intentionally left blank]



<PAGE>


         IN  WITNESS  WHEREOF,  Purchaser  and  Seller  do hereby  execute  this
Agreement as of the date first written.

PURCHASER:                                           SELLER:

IMH/ICH DOVE STREET, LLC,                            TW/BRP DOVE, LLC,
a California limited liability company               a Delaware limited 
                                                     liability company


By: ______________________________                   By: ______________________
Name: ____________________________                   Name: ____________________
Title: _____________________________                 Title:  __________________


                           Acceptance by Escrow Holder


         Escrow  Holder  acknowledges  receipt of the  foregoing  agreement  and
accepts the instructions contained therein.

Dated: _____________________________

 
                                             By: ______________________________
                                             Name: ____________________________
                                             Title:  __________________________




<PAGE>




                                    EXHIBIT A


At the date hereof Exceptions to coverage in addition to the printed  exceptions
and exclusions in said policy form would be as follows:

A. General and special taxes, including any assessments collected with taxes, to
be levied for the fiscal year 1997-1998, which are a lien not yet payable.

B.       General and special taxes for the fiscal year 1996-1997 have been paid.

Total:                              $40,608.00
First Installment:                   20,304.00
Second Installment:                  20,304.00

Homeowners' Exemption               $ none

Code:                               07 061
Parcel:  427 221 04

C.       The lien of supplemental taxes, if any, assessed pursuant to the 
         provisions of Section 75, et seq. of the Revenue and Taxation Code 
         of the State of California.

1. Covenants,  conditions and restrictions (deleting any restrictions indicating
any preference,  limitation or discrimination  based on race,  color,  religion,
sex, handicap, familial status or national origin) as set forth in the document.

Recorded:                  in book 9678 page 919, Official Records

Said covenants,  conditions and  restrictions  provide that a violation  thereof
shall not defeat or render  invalid  the lien of any  mortgage  or deed of trust
made in good faith and for value.

2. Covenants,  conditions and restrictions (deleting any restrictions indicating
any preference,  limitation or discrimination  based on race,  color,  religion,
sex, handicap, familial status or national origin) as set forth in the document.

Recorded:                  in book 9993 page 475, Official Records

3. An easement for the purpose shown below and rights incidental  thereto as set
forth in document.

Granted to:                Southern California Edison Company
Purpose:          Public Utilities


<PAGE>


Recorded:         in book 10458 page 894, Official Records

Affects:          a portion of said land described therein


<PAGE>


4.       The following unrecorded leases were disclosed by an instrument 
         recorded September 21, 1989 as Instrument No. 89-506771, Official
         Records: [Revised]

Tenant:

[Revised per current rent roll.]



5. An easement for the purpose shown below and rights incidental  thereto as set
forth in document.

Granted to:       Pacific Bell
Purpose:          underground communication facilities


<PAGE>


Recorded:         August 15, 1991 as Instrument No. 91-438055, Official
                  Records

Affects:          said land

WE HEREBY AMEND ITEM 14 TO SHOW THE FOLLOWING:

14. Any rights,  interests,  or claims which may exist or arise by reason of the
following facts shown on a survey plat.

Entitled:                  2 GRE 1001
Dated:                     June 18, 1997
Prepared by:               Psomas & Associates

a) The  fact  that  an  electric  pull  box,  an  electric  vault  and  electric
transformer and vault on a concrete pad exists on said land.

b) The fact that a trash  enclosure  located on land  adjacent on the  Northwest
encroaches onto said land by 0.5 feet.

WE HEREBY AMEND ITEM 1 TO SHOW THE FOLLOWING:

1. Covenants,  conditions and restrictions (deleting any restrictions indicating
any preference,  limitation or discrimination  based on race,  color,  religion,
sex, handicap, familial status or national origin) as set forth in the document.


<PAGE>


Recorded:      August 15, 1991 as Instrument No. 91-438055, Official Records

Affects:          said land

                               PAYOFF INFORMATION

Note No. 1: AS OF JANUARY 1, 1990, CHAPTER 598, CALIFORNIA STATUTES OF 1989, (AB
512;  INSURANCE CODE SECTION 12413.1) BECOMES  EFFECTIVE.  THE LAW REQUIRES THAT
ALL FUNDS BE DEPOSITED AND AVAILABLE FOR WITHDRAWAL BY THE TITLE ENTITY'S ESCROW
OR SUBESCROW ACCOUNT PRIOR TO DISBURSEMENT OF ANY FUNDS.

ONLY CASH OR WIRED FUNDS CAN BE GIVEN IMMEDIATE AVAILABILITY UPON DEPOSIT.

CASHIER'S  CHECKS,  TELLER'S  CHECKS AND  CERTIFIED  CHECKS MAY BE AVAILABLE ONE
BUSINESS DAY AFTER DEPOSIT.

ALL OTHER FUNDS SUCH AS PERSONAL, CORPORATE OR PARTNERSHIP CHECKS AND DRAFTS MAY
CAUSE MATERIAL DELAYS IN DISBURSEMENT OF FUNDS ON THIS ORDER.

IN ORDER TO AVOID DELAYS, ALL FUNDING SHOULD BE WIRE TRANSFERRED.  OUTGOING WIRE
TRANSFERS WILL NOT BE AUTHORIZED UNTIL  CONFIRMATION OF THE RESPECTIVE  INCOMING
WIRE TRANSFER OR AVAILABILITY OF DEPOSITED CHECKS.

WIRING INFORMATION FOR THIS OFFICE IS AS FOLLOWS:

                           Union Bank
                           500 South Main Street
                           Orange, California 92668

                           ABA No. 122000496
                           Account No. 9120008290
<PAGE>
        Exhibit 10.9

                    Revolving Credit And Term Loan Agreement
               dated August 21, 1997, between the registrant and
                    Imperial Credit Mortgage Holdings, Inc.

               
                  Imperial Credit  Mortgage  Holdings,  Inc., a Maryland  
corporation  ("IMH"),  and IMH Commercial Holdings, Inc. a Maryland corporation
 ("ICH") agree as follows:

                                    ARTICLE I
                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION  1.01.  The  Advances.  ICH  agrees,  on the terms and
conditions  hereinafter set forth, to make advances (the "Advances") to IMH from
time to time during the period from the date hereof to and  including  August 8,
1997 (the  "Termination  Date") in an aggregate amount not to exceed at any time
outstanding  $15,000,000 (the "Commitment").  Each Advance shall be in an amount
not less than $10,000.  Within the limits of the Commitment,  IMH may borrow and
repay pursuant to Section 1.06 and reborrow under this Section 1.01.

                  SECTION 1.02. Making the Advances.  Each Advance shall be made
on at least  twenty-four  hours notice from IMH to ICH  specifying  the date and
amount thereof. Not later than 11:00 a.m. (Los Angeles time) on the date of such
Advance and upon  fulfillment of the applicable  conditions set forth in Article
II,  ICH will  make  such  Advance  available  to IMH in same day funds at IMH's
address referred to in Section 6.02.

                  SECTION 1.03.  Interest and  Repayment.  IMH shall repay,  and
shall pay interest on, the aggregate  unpaid principal amount of all Advances in
accordance with an unsecured  promissory note of IMH, in substantially  the form
of Exhibit A hereto (the "Note" and collectively with this Agreement,  the "Loan
Documents"),  evidencing  the  indebtedness  resulting  from such  Advances  and
delivered to ICH pursuant to Article II.

                  SECTION 1.04. Optional Prepayments. IMH may prepay the Note in
whole or in part with  accrued  interest to the date of such  prepayment  on the
amount prepaid,  provided,  that each partial prepayment shall be in a principal
amount not less than $10,000 and, if made after the Termination  Date,  shall be
applied to the principal  installments of the Note in the inverse order of their
maturities.


<PAGE>



                  SECTION 1.05.  Payments and Computations.  IMH shall make each
payment  under any Loan Document not later than 12:00 noon (Los Angeles time) on
the day when due in lawful  money of the United  States of America to ICH at its
address  referred  to in Section  6.02 in same day funds.  All  computations  of
interest under the Note and commitment fee hereunder shall be made by ICH on the
basis of a year of 365 or 366 days, as the case may be, for the actual number of
days (including the first day but excluding the last day) elapsed.

                  SECTION  1.06.  Payment on  Non-Business  Days.  Whenever  any
payment  to be made  hereunder  or under the Note shall be stated to be due on a
Saturday,  Sunday  or a public  or bank  holiday  or the  equivalent  for  banks
generally  under  the laws of the  State of  California  (any  other day being a
"Business Day"),  such payment may be made on the next succeeding  Business Day,
and such extension of time shall in such case be included in the  computation of
payment of interest or commitment fee, as the case may be.


                  SECTION 1.07.  Final  Repayment.  All advances made under this
Commitment shall become due and payable in full with accrued  interest,  without
demand by ICH, by not later than the Termination Date.

                                   ARTICLE II
                              CONDITIONS OF LENDING

                  SECTION 2.01. Additional Conditions Precedent to All Advances.
The obligation of ICH to make each Advance (including the initial Advance) shall
be subject to the further conditions  precedent that on the date of such Advance
(a) the  following  statements  shall  be true and ICH  shall  have  received  a
certificate  signed by a duly authorized  officer of each Loan Party (as to each
Loan Document to which it is a party),  dated the date of such Advance,  stating
that:

                  (i) The  representations  and warranties  contained in Section
         3.01  of  this  Agreement  are  correct  on and as of the  date of such
         Advance as though made on and as of such date, and



<PAGE>



                  (ii) No event has occurred and is continuing,  or would result
         from such  Advance,  which  constitutes  an Event of  Default  or would
         constitute an Event of Default but for the  requirement  that notice be
         given or time elapse or both.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

                  SECTION 3.01.  Representations and Warranties of IMH.  IMH
                                 represents and warrants as follows:

                  (a) IMH is a corporation duly  incorporated,  validly existing
         and in good standing under the laws of Maryland.

                  (b) The  execution,  delivery and  performance  by IMH of each
         Loan  Document  to  which  it is or will be a party  are  within  IMH's
         corporate powers.


                  (c) No  authorization  or approval or other  action by, and no
         notice to or filing with, any governmental authority or regulatory body
         is required for the due execution,  delivery and  performance by IMH of
         any Loan Document to which it is or will be a party.

                  (d) This  Agreement  is, and each other Loan Document to which
         IMH will be a party when delivered  hereunder will be, legal, valid and
         binding  obligations of IMH enforceable  against IMH in accordance with
         their respective terms.

                  (e) There is no pending  or  threatened  action or  proceeding
         affecting IMH or any of its subsidiaries before any court, governmental
         agency  or  arbitrator,  which  may  materially  adversely  affect  the
         financial condition or operations of IMH or any subsidiary.

                  (f) IMH is not engaged in the business of extending credit for
         the purpose of purchasing or carrying  margin stock (within the meaning
         of Regulation U issued by the Board of Governors of the Federal Reserve
         System),  and no proceeds  of any  Advance  will be used to purchase or
         carry any margin stock or to extend credit to others for the purpose of
         purchasing or carrying any margin stock.


<PAGE>



                                   ARTICLE IV
                                EVENTS OF DEFAULT

                  SECTION 4.01.  Events of Default.  If any of the following 
events ("Events of Default") shall occur and be continuing:

                  (a)      Failure to Make Payments When Due.  Failure of IMH to
pay any principal, interest or other amount due under the Note when due, whether
at stated maturity, by demand or otherwise; or

                  (b) Breach of Covenants.  Failure of IMH to perform or observe
any other term,  covenant or  agreement  on its part to be performed or observed
pursuant to this Agreement or the Note; or

                  (c) Breach of Representation or Warranty.  Any  representation
or warranty  made by IMH to ICH in  connection  with this  Agreement or the Note
shall prove to have been false in any material respect when made; or

                  (d) Dissolution of IMH. Any order, judgment or decree shall be
entered against IMH decreeing the dissolution or split-up of IMH; or

                  (e)      Suspension of Business; Liquidation.  Suspension of
the usual business activities of IMH or the complete or partial liquidation of 
IMH's business; or



<PAGE>



                  (f)   Involuntary   Bankruptcy,   etc.   (i)  A  court  having
jurisdiction in the premises shall enter a decree or order for relief in respect
of IMH or any of its  subsidiaries in an involuntary  case under Title 11 of the
United States Code entitled  "Bankruptcy" (as now and hereinafter in effect,  or
any successor  thereto,  the  "Bankruptcy  Code") or any applicable  bankruptcy,
insolvency  or other  similar law now or  hereafter  in effect,  which decree or
order is not stayed;  or any other  similar  relief  shall be granted  under any
applicable  federal or state law; or (ii) an involuntary case shall be commenced
against  IMH or  any  of  its  subsidiaries  under  any  applicable  bankruptcy,
insolvency or other similar law now or hereafter in effect; or a decree or order
of a  court  having  jurisdiction  in the  premises  for  the  appointment  of a
receiver, liquidator,  sequestrator,  trustee, custodian or other officer having
similar powers over IMH or any of its  subsidiaries or over all or a substantial
part of its property shall have been entered; or the involuntary  appointment of
an  interim  receiver,  trustee  or  other  custodian  of  IMH  or  any  of  its
subsidiaries  for all or a substantial part of its property shall have occurred;
or a warrant of attachment,  execution or similar process shall have been issued
against any substantial part of the property of IMH or any of its  subsidiaries,
and, in the case of any event  described in this clause  (ii),  such event shall
have continued for 60 days unless dismissed, bonded or discharged; or

                  (g)  Voluntary  Bankruptcy,  etc. An order for relief shall be
entered  with  respect  to IMH or any of its  subsidiaries  or IMH or any of its
subsidiaries  shall commence a voluntary  case under the Bankruptcy  Code or any
applicable  bankruptcy,  insolvency  or other  similar law now or  hereafter  in
effect,  or shall consent to the entry of an order for relief in an  involuntary
case, or to the conversion of an involuntary case to a voluntary case, under any
such law,  or shall  consent to the  appointment  of or taking  possession  by a
receiver,  trustee  or  other  custodian  for all or a  substantial  part of its
property;  or IMH or any of its  subsidiaries  shall make an assignment  for the
benefit of creditors; or IMH or any of its subsidiaries shall be unable or fail,
or shall admit in writing its  inability,  to pay its debts as such debts become
due;  or the  Board  of  Directors  of IMH or any of its  subsidiaries  (or  any
committee  thereof) shall adopt any resolution or otherwise  authorize action to
approve any of the foregoing;


then,  and in any such  event,  ICH may,  by  notice  to IMH,  (i)  declare  its
obligation to make Advances to be terminated, whereupon the same shall forthwith
terminate, and (ii) declare the Note, all interest thereon and all other amounts
payable  under this  Agreement to be forthwith  due and payable,  whereupon  the
Note,  all such  interest and all such amounts shall become and be forthwith due
and payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by IMH.



<PAGE>



                                    ARTICLE V
                                  MISCELLANEOUS

                  SECTION 5.01.  Amendments,  Etc. No amendment or waiver of any
provision  of this  Agreement or the Note,  nor consent to any  departure by IMH
therefrom,  shall in any event be effective  unless the same shall be in writing
and signed by ICH and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

                  SECTION   5.02.   Notices,   Etc.   All   notices   and  other
communications  provided for hereunder shall be in writing (including facsimile,
electronic transmission and telegraphic communication) and mailed or telegraphed
or  delivered,  if to IMH,  at its  address at 20371  Irvine  Avenue,  Santa Ana
Heights,  California  92707,  Attention:  Richard J.  Johnson,  Chief  Financial
Officer  and if to ICH,  at the same  address,  attention  William  S.  Ashmore,
President or, as to each party,  at such other address as shall be designated by
such  party in a  written  notice  to the  other  party.  All such  notices  and
communications  shall,  when mailed,  be effective  when deposited in the mails,
respectively, addressed as aforesaid, except that notices to ICH pursuant to the
provisions of Article I shall not be effective until received by ICH.

                  SECTION 5.03. No Waiver;  Remedies.  No failure on the part of
ICH to exercise,  and no delay in exercising,  any right under any Loan Document
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any right under any Loan Document preclude any other or further exercise thereof
or the exercise of any other right. The remedies  provided in the Loan Documents
are cumulative and not exclusive of any remedies provided by law.

                  SECTION 5.04.     Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with generally 
accepted accounting principles consistently applied, except as
otherwise stated herein.



<PAGE>



                  SECTION 5.05. Costs,  Expenses and Taxes. IMH agrees to pay on
demand all costs and expenses in  connection  with the  preparation,  execution,
delivery,  filing,  recording and  administration  of the Loan Documents and the
other  documents to be delivered under the Loan  Documents,  including,  without
limitation,  the reasonable fees and out-of-pocket  expenses of counsel for ICH,
and local counsel who may be retained by said counsel,  with respect thereto and
with  respect to advising  ICH as to its rights and  responsibilities  under the
Loan Documents, and all costs and expenses, if any (including reasonable counsel
fees and expenses), in connection with the enforcement of the Loan Documents and
the other documents to be delivered under the Loan Documents.  In addition,  IMH
shall pay any and all stamp and other taxes and fees payable or determined to be
payable in connection with the execution,  delivery, filing and recording of the
Loan Documents and the other documents to be delivered under the Loan Documents,
and agrees to save ICH harmless  from and against any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
and fees.

                  SECTION 5.06.  Binding  Effect;  Governing  Law. The Agreement
shall  be  binding  upon  and  inure  to the  benefit  of IMH and ICH and  their
respective  successors and assigns,  except that IMH shall not have the right to
assign its rights  hereunder or any interest  herein  without the prior  written
consent of ICH.  THIS  AGREEMENT AND THE NOTE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH,  THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT
THAT THE CODE PROVIDES THAT THE VALIDITY OR PERFECTION OF THE SECURITY  INTEREST
HEREUNDER,  OR REMEDIES HEREUNDER,  IN RESPECT OF ANY PARTICULAR  COLLATERAL ARE
GOVERNED  BY THE LAWS OF A  JURISDICTION  OTHER  THAN THE  STATE OF  CALIFORNIA.
Unless  otherwise  defined herein or the Note, terms used in Articles 8 and 9 of
the  Uniform  Commercial  Code in the  State of  California  are used  herein as
therein defined.


<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the 21st day of August 1997.


                                    IMPERIAL CREDIT MORTGAGE HOLDINGS, INC.



                                    By: /s/ Richard J. Johnson
                                       Name: Richard J. Johnson
                                   Title: Chief Financial Officer



                                    IMH COMMERCIAL HOLDINGS, INC.



                                    By:   /s/ William S. Ashmore
                                       Name: William S. Ashmore
                                       Title: President



<PAGE>





                                    EXHIBIT A

                     IMPERIAL CREDIT MORTGAGE HOLDINGS, INC.

                            UNSECURED PROMISSORY NOTE

$_____________                              Santa Ana Heights, California


                  FOR VALUE RECEIVED, the undersigned,  IMPERIAL CREDIT MORTGAGE
HOLDINGS, INC., a Maryland corporation (the "Borrower"),  HEREBY PROMISES TO PAY
to the  order of IMH  COMMERCIAL  HOLDINGS,  INC.("ICH")  the  principal  sum of
__________________________Dollars  ($_____________)  or, if less,  the aggregate
unpaid principal amount of all Advances made by ICH to Borrower  pursuant to the
Credit  Agreement  (as  hereinafter   defined)  outstanding  on  or  before  the
Termination Date (as defined in the Credit Agreement), together with interest on
any and all  principal  amounts  remaining  unpaid  hereunder  from time to time
outstanding from the date hereof until said principal  amounts are paid in full,
payable during the term hereof and on the final day when said principal  amounts
become due and payable,  at an interest rate per annum equal at all times to 10%
per annum.

                  Interest  accruing under this Note shall be payable monthly at
the  first of each  month.  All  advances  made by ICH  pursuant  to the  Credit
Agreement shall be due and payable with accrued interest, without demand by ICH,
by not later than the Termination Date.

                  Both principal and interest are payable in lawful money of the
United  States of  America to ICH at 20371  Irvine  Avenue,  Santa Ana  Heights,
California  92707,  in same day  funds.  All  Advances  made by ICH to  Borrower
pursuant to the Credit  Agreement  and all payments made on account of principal
hereof shall be recorded by ICH, and, prior to any transfer hereof,  endorsed on
the grid attached hereto which is part of this Promissory Note.

                  This  Promissory  Note  is the  Note  referred  to in,  and is
entitled to the benefits of, the Revolving  Credit and Term Loan Agreement dated
as of August  _____,  1997 (the  "Credit  Agreement")  between  Borrower and ICH
referred to therein and entered into  pursuant  thereto.  The Credit  Agreement,
among other things,  contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events and also for  prepayments on account
of principal  hereof prior to the maturity  hereof upon the terms and conditions
therein specified.


<PAGE>





                  IN  WITNESS  WHEREOF,  Borrower  has  caused  this  Note to be
executed and delivered by its duly authorized officer as of August ___, 1997.


                                    IMPERIAL CREDIT MORTGAGE HOLDINGS, INC.


                                    By:__________________________
                                       Name: Richard J. Johnson
                                       Title:  Chief Financial Officer

                                            Dated: August ___, 1997

<PAGE>

           Exhibit 11.  Statement Regarding Computation of Earnings per Share


<TABLE>
                                                      IMH COMMERCIAL HOLDINGS, INC.
                                          Statement Regarding Computation of Earnings per Share
                                                  (in thousands, except per share data)


<CAPTION>
                                                                                                       For the period from
                                                                                                        January 15, 1997
                                                                       For the Three Months       (commencement of operations)
                                                                     Ended September 30, 1997      through September 30, 1997
                                                                    ---------------------------    -----------------------------
<S>                                                                 <C>                         <C>


         Net earnings (loss)                                          $                  2,097   $                          (270)
                                                                    ===========================  ================================

         Average number of shares outstanding                                            5,511                             2,974

         Net effect of dilutive  stock options-
         Based on treasury stock method using
         Average market price                                                               23                                 -
                                                                    ---------------------------  --------------------------------

         Total average shares                                                            5,534                             2,974
                                                                    ===========================  ================================

         Net earnings (loss) per share                                $                   0.38   $                         (0.09)
                                                                    ===========================  ================================

</TABLE>

                      (a)  27 Financial Data Schedule

                      (b) Reports on Form 8-K:

                             None.





<PAGE>




                                   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, thereunto duly authorized.

                                            IMH COMMERCIAL HOLDINGS, INC.

                                            By:  /s/ Richard J. Johnson
                                                     Richard J. Johnson
                                                     Senior Vice President
                                                     and Chief Financial Officer

                                                     Date:  November 14, 1997




<PAGE>