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                                                                  Exhibit 10.2


                                    EXHIBIT A
                      LOAN ADVANCE AND REPAYMENT PROCEDURES


A.   ADVANCES.

     1.   Advances  will be made on the CREDIT  LINE at the  request of BORROWER
          provided the amounts requested do not exceed 80% of BORROWER'S cost of
          Eligible  Real Estate  Loans (as defined  below)  being  purchased  by
          BORROWER with the proceeds of the advances.
     2.   BORROWER will acquire Eligible Real Estate Loans in closings conducted
          either  through an "Outside  Closing"  process  using an  unaffiliated
          closing agent, or through an "Inside  Closing" process using a closing
          agent  employed  by  BORROWER.  Prior  to  or  contemporaneously  with
          requesting  an  advance  on the CREDIT  LINE,  BORROWER  will meet the
          following requirements (as applicable):
          (a)  For an Outside Closing:
          i.   By  requesting  an advance to purchase one or more  Eligible Real
               Estate  Loans  BORROWER  must  represent to LENDER that it has in
               hand for each Eligible Real Estate Loan:
               a.   A Recorded Copy of the Security  Instrument
               b.   A Signed Copy of the Promissory Note
               c.   A Signed Copy of the Closing Statement
               d.   A Recorded Copy of the Vesting Deed
               e.   A Copy of Title Policy/Preliminary
               f.   A Receivable  Purchase and Sale Agreement  between  BORROWER
                    and Seller/Broker
               g.   An  Original   Appraisal
               h.   Proof of Insurance
               i.   A  Written/Verbal  Notation  Vendee  Verification of Balance
                    Owing
               j.   Copy BORROWER'S Closing Letter of Instruction
               k.   Faxed  Copies of Intended  Closing  Documents  from  Outside
                    Closing Agent
               l.   Appropriate  supporting documents and information (completed
                    worksheet,  underwriting  summary  sheet,  pay records where
                    available,    payoff   info,   credit   reports,    reserves
                    information,  purchase  and sale  agreement,  earnest  money
                    agreement, broker option agreement, etc, etc.).
          ii.  BORROWER  must also  represent  that the  Outside  Closing  Agent
               represented that it has in hand:
               a.   BORROWER'S    Closing   Letter   of   Instruction    (verbal
                    confirmation of understanding required)
               b.   The Original Promissory Note
               c.   Recorded Copies of all Previous Security Documents
               d.   Intended Closing Documents



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          iii. When ready,  the Outside  Closing  agent will notify  BORROWER to
               wire the appropriate  funds.  Upon receipt,  they are required to
               follow  the  Letter  of   Instruction,   which  requires  a  note
               endorsement,  title date-down,  recording instructions,  original
               documentation  distribution  direction,  etc, as well as explicit
               direction that no changes can be made in documentation or funding
               disbursements without written approval from BORROWER.
          iv.  Immediately   following   receipt  of  recorded   copies  of  all
               appropriate  closing  documentation,  the  file  and all loan and
               related assignment  documents will be delivered to the designated
               servicing  agent (Adept Escrow or other service agent  acceptable
               to LENDER).  As the  original  documents  are  received  from the
               outside  closing agent and the  recorder's  office,  they will be
               delivered  to the  servicing  agent,  or,  if the  loan  has been
               subsequently  sold, to a location  designated by that  purchasing
               entity.
     (b)  For an Inside Closing,
          i.   BORROWER must have in hand:
               a.   Original Endorsed Promissory Note
               b.   Recorded Copy of the Security Instrument
               c.   Signed Copy of the Closing Statement
               d.   Recorded Copy of the Vesting Deed (original if non-escrowed)
               e.   Copy of Title Policy/Preliminary with Date-Down
               f.   Receivable  Purchase and Sale Agreement  between Genesis and
                    Seller/Broker
               g.   Original Appraisal
               h.   Proof of Insurance
               i.   Written/Verbal Notation Vendee Verification of Balance Owing
               j.   Signed Copy of Assignment of Security Instrument
               k.   Security   Instrument   Recording   Numbers  from  recording
                    authority
               l.   Copy of Letter of Instruction to Recording Authority

          ii.  Appropriate   supporting  documents  and  information  (completed
               worksheet,   underwriting   summary  sheet,   pay  records  where
               available,  payoff info,  credit reports,  reserves  information,
               purchase and sale  agreements,  earnest money  agreement,  broker
               option agreement, etc, etc.).
          iii. Upon receipt of recording confirmation (with numbers), funds will
               be wired  within  24  hours.  The  file and all loan and  related
               assignment  documents  would then be delivered  to the  servicing
               agent. As the original  recorded  documents are received from the
               recording  authority  (can  take up to 6  months),  they  will be
               forwarded  to  the  servicing   agent.   If  the  loan  has  been
               subsequently  sold, the documents will be forwarded to a location
               designated by that purchasing entity.

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B.   REPAYMENTS.  BORROWER shall repay the portion of the outstanding  principal
     balance of the CREDIT LINE at the time that  Eligible Real Estate Loans are
     sold to secondary loan purchasers.
C.   ELIGIBLE  REAL ESTATE LOANS.  Real Estate loans  purchased by Borrower that
     are eligible to support  advances under this line of credit  ("loans") must
     meet the following conditions:
     1.   Secured by a first perfected lien (deed of trust, real estate mortgage
          or unencumbered  real estate  contract) on "single family  residential
          property"  located in the  continental  United  States.  Single Family
          Residential  property  includes  1 to 4  family  properties  that  are
          attached to real property.
     2.   Borrower's  cost of the real  estate  loan must not  exceed 80% of the
          Borrower's  evaluation of the current market value of the related real
          estate collateral,  so that Lender's maximum advance against such loan
          does not exceed 64% of  Borrower's  evaluation  of the current  market
          value of the related collateral.
     3.   All  loans  must  be  properly   documented  and  fully  supported  by
          appropriate appraisals,  title insurance,  hazard insurance and credit
          information  on the related  debtors so that the loan is suitable  for
          resale by Borrower to prudent secondary loan purchasers.
     4.   A third  party  escrow  agent  acceptable  to  Lender  shall  maintain
          physical control the following documents related to each loan:
          a.   The original debt instrument (Note or contract),
          b.   A blank  endorsement  of the Note  (or  assignment  of  contract)
               originally signed by Borrower,
          c.   Photo-copies of the deed of trust or mortgage,  title  insurance,
               appraisal and appraisal evaluation,
          d.   An  assignment  of the deed of  trust,  mortgage  or real  estate
               contract,  originally signed and notarized by Borrower, assigning
               Borrower's  interest to Lender and held as an unrecorded document
               (but available for recording by Lender).

     5.   Borrower  must not have owned the real  estate  loan for more than 120
          days.  If Borrower has owned and held a real estate loan for more than
          120 days as of any  report to  Lender,  then  Borrower  must repay any
          advance under the line of credit related to that real estate loan.
     6.   Any real estate loan owned by BORROWER that becomes 30 days delinquent
          or goes into default in any other respect will cease to be an Eligible
          Real Estate Loan upon the event of such default.
     7.   An otherwise  Eligible Real Estate Loan upon which LENDER has advanced
          funds under the CREDIT  LINE will cease to be an Eligible  Real Estate
          Loan if the purchase is not fully closed within seven days of the date
          the advance for that specific purchase is made.


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