STOCK PURCHASE AGREEMENT
------------------------




         THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and dated as of
December 29, 1997, between IMN Financial Corp., a Delaware corporation, whose
principal office is located at 520 Broadhollow Road, Melville, New York 11747
("IMNF"), 1st Potomac Mortgage Corporation, a Virginia corporation, whose
principal office is located at 4000 Legato Road , Suite 260, Fairfax, Virginia
22033 ("Potomac") and Michael B. Roche, of 4853 Slatestone Court, Fairfax,
Virginia, 22030 ("Principal").

                  NOW, THEREFORE, in consideration of the premises and the
representations, warranties and covenants herein contained, and other good and
valuable consideration, the receipt of which is hereby acknowledged, IMNF,
Potomac and Principal hereby agree as follows:

         1.       PURCHASE AND SALE OF STOCK.
                  ---------------------------

                  1.1 PURCHASE AND SALE. On the Closing Date, as defined herein,
IMNF shall purchase from Potomac and Principal, and they will sell and transfer
to IMNF, all the issued and outstanding shares of stock of Potomac of every kind
and description (the "Stock").

                  1.2 DELIVERY AT CLOSING. At the Closing, as defined herein,
Potomac and 



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Principal will deliver certificate(s) for the Stock duly endorsed so as to make
IMNF the sole owner of the Stock, free and clear of all claims, liens, equities,
encumbrances and restrictions of any kind, except hereinafter provided.

                  1.3 PURCHASE PRICE AND PAYMENT TERMS. A) At the Closing, IMNF
will deliver to Principal, in the name of Principal, $1,000,000 worth of IMNF
restricted Rule 144 common stock, valued at its last traded price on the day of
closing.

                  1.4 PRINCIPAL AS VICE PRESIDENT OF IMNF. IMNF shall engage and
Principal agrees to perform as Vice President of IMNF, for a three (3) year
term, ("Term"), with the duties customary to such a position in the mortgage
banking industry. Principal shall receive $150,000 in salary, on a bi-weekly
basis. Principal shall participate in all other employee benefit packages,
including medical and auto expense reimbursement plans. Principal shall receive
25% of the net profits of the Potomac Branch Network. Net profits of the Potomac
Branch Network include allocation of all operating expenses relating to the
production of revenue, including a seventy five basis points (.75%) corporate
charge for all loans closed. All loans Principal originates shall be included in
that profit. Principal can be discharged for cause during the term , including
gross negligence of his duties, fraud, or willful misconduct.

                  1.5 SEASONS' STOCK. Principal, as owner of Potomac's stock, is
a 31% owner of Seasons Mortgage Group, Inc. ("Seasons") in accordance with Stock
Repurchase Agreement as shown on Schedule 1.5. If within three (3) years of the
Closing of this Agreement, the remaining shareholders of Seasons close a merger
Stock Purchase agreement with IMNF at a price per share higher than Principal's
pro rata share for the remainder of the common issued stock of Seasons,
Principal will receive the difference in value as IMNF restricted common stock,
subject to Rule 144, or in cash, at IMNF's option.



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         2. CLOSING DATE On the closing date, the date upon which all
transactions constituting conditions precedent to the sale shall have been
consummated ("Closing Date"), Closing will be held at the offices of IMNF, 520
Broadhollow Road, Melville, New York 11747, on December 30, 1997 or such other
date and time as the parties may agree.

         3. REPRESENTATIONS AND WARRANTIES BY POTOMAC AND PRINCIPAL. Potomac and
Principal each represent and warrant to IMNF as follows:

                  3.1 ORGANIZATION AND STANDING, POWERS, QUALIFICATION AND
AUTHORITY. Potomac is a corporation duly organized, validly existing and in good
standing under the laws of the State of Virginia and in all other jurisdictions
where the nature of its business conducted therein requires such qualification;
has all requisite corporate power and authority to own its properties and assets
and carry on its business as now conducted; and has all requisite power and
authority to enter into, perform and carry out this Agreement.

                  3.2 CAPITAL STOCK. Potomac authorized capital stock consists
of one class of voting common stock, consisting of five thousand (5000) shares,
each share having no par value. Of the authorized capital stock, one hundred
(100) shares are validly issued and outstanding, fully paid and nonassessable at
the date hereof, all of which are owned by Principal. Subject to the Escrow
Agreement made in connection with the Stock Purchase Agreement with Anthony C.
Bikowski and its notes payable all as more particularly described in Schedule
3.2 There are no options, warrants or rights to acquire any capital stock of
Potomac or securities convertible into or exchangeable for, or which otherwise
confer on the holder or holders thereof any right (whether or

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not upon the happening of any contingency or after any lapse of time, and
whether or not upon the payment or delivery of any consideration) to acquire,
any capital stock of Potomac, nor is Potomac committed to issue any such option,
warrant, right or security.

                  3.3 DISSOLUTION; FORFEITURE. No action at law or suit in
equity and no other investigation or proceeding whatsoever is now pending or
threatened: (I) to liquidate, dissolve or disincorporate Potomac, (ii) to
declare any of the corporate rights, powers, franchises or privileges of Potomac
to be null and void or otherwise than in full force and effect; (iii) to declare
that Potomac or any of its directors, officers, agents or employees have
exceeded or violated any of their corporate rights, powers, franchises or
privileges; or (iv) to obtain any decree, order, judgment or other judicial
determination or administrative or other ruling that will or may impede or
detract from any of the corporate rights, powers, franchises or privileges now
vested in or claimed by Potomac.

                  3.4 FINANCIAL STATEMENTS.

                  (a) There have heretofore been furnished to IMNF copies of the
audited financial statements of Potomac as at June 30, 1996 and June 30, 1997,
and the related statements of income and retained earnings for the fiscal years
then ended, all prepared by Vivian J. Paige, certified public accountant for
Potomac. Such financial statements are complete and correct and have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis throughout the periods involved and fairly present the
financial position of Potomac as at the dates indicated and the results of the
operations of Potomac for the periods indicated. 

                  (b) Prior to the Closing Date, Potomac has delivered to IMNF a
pro forma

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balance sheet of Potomac as at November 30, 1997, and a pro forma statement of
income and retained earnings for the period then ended of Potomac, both
certified by the chief executive officer of Potomac (hereinafter collectively
referred to as the "November, 1997 Balance Sheet"). The financial statements
referred to above shall be prepared in conformity with generally accepted
accounting principles applied on a basis consistent with the financial
statements referred to in Subsection (a) above and will fairly present the
financial position of Potomac as at November 30, 1997, and the results of
operations of Potomac for the period then ended.

                  3.5 DIVIDENDS; STOCK ACQUISITIONS; STOCK ISSUES. Since the
November 30, 1997 Potomac unaudited financial statement, Potomac has not: (I)
declared or paid any dividends (either in cash, property or its stock of any
class) upon, nor made or become committed to make any distribution with respect
to, nor purchased, redeemed or otherwise beneficially acquired, any of its
outstanding capital stock of any class, nor become committed so to do; nor (ii)
split up, combined or reclassified any of its outstanding stock of any class,
nor become committed to issue any additional capital stock of any class (whether
or not from treasury stock, heretofore authorized but unissued stock or newly
acquired stock) or any options, rights or warrants to acquire, or securities
convertible into or exchangeable for or which otherwise confer upon the holder
or holders thereof any right to acquire, any shares of capital stock of any
class of Potomac; and Potomac will not take any such actions from the date
hereof to the Closing Date.

                  3.6 PROPERTIES. Potomac has and will have on the Closing Date
all requisite corporate power and authority to own and hold, and (except for
assets disposed of in the ordinary course of business) will have on the Closing
Date good and marketable indefeasible title to, all of



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the properties and assets reflected in the most recent of the balance sheets
referred to in Paragraph 3.4 above, subject to no mortgage, pledge, lien,
encumbrance, charge or security interest, except only: (i) liens imposed by law
and incurred in the ordinary course of business for obligations not yet due to
carriers, warehousemen, laborers, materialmen and the like; (ii) liens in
respect of pledges or deposits under workers' compensation laws or similar
legislation; (iii) liens for property taxes,

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assessments or like governmental charges not yet delinquent and payable without
penalty; (iv) defects and exceptions, none of which (individually or in the
aggregate) materially interfere with the use by Potomac of such properties for
the purposes for which they are held; and (v) the liens described in Schedule
3.6A, attached hereto, which schedule describes each such lien, describes the
transaction or other circumstances out of which it arises, describes the amount
of the obligation it secures, identifies the property affected thereby,
identifies the owner of such property, and is complete and correct. Potomac
agrees to cooperate with IMNF in obtaining the discharge of any liens of record.
 Said Schedule 3.6A will also describe all notes payable of Potomac as of
December 31, 1996. Attached hereto is Schedule 3.6B, which is complete and
correct, listing all real property owned by Potomac. All of the properties and
assets of Potomac are in existence, in the possession of Potomac and in good
working order and repair, except for minor defects which do not materially
interfere with their use, or except as described in Schedule 3.6C, attached
hereto.

                  3.7 CHANGES IN CONDITION. Since November 30, 1997, there has
been no change in the assets, liabilities, condition (financial or otherwise) or
business of Potomac from that set forth in or reflected in its financial
statements as at said date, except changes in the ordinary course of business,
none of which (individually or in aggregate) have been materially adverse. Since


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November 30, 1997, Potomac has not been adversely affected in any material
manner as a result of any fire, explosion, accident, flood, earthquake, seismic
or tidal wave, windstorm, strike, lockout, labor dispute, riot, civil commotion
or disturbance, sabotage, confiscation, condemnation or purchase of any property
by governmental authority, activities of armed forces, or acts of God or the
public enemy, except as shown on Schedule 3.7, attached hereto.

                  3.8 TAX RETURNS AND PAYMENTS. All tax returns and reports of
Potomac required by law (including, without limiting the generality of the
foregoing, all income, unemployment compensation, social security, sales,
compensating use, excise, privilege and franchise tax laws of the United States
or any state, territory or municipal or political subdivision thereof) to be
filed on or before the Closing Date have been, or will be, duly and timely
filed, other than those tax returns and reports subject to a valid extension of
time as of such date. All taxes, assessments, fees, interest, penalties and
other governmental charges or impositions which are, or should be, shown on said
returns and reports, reflected on billings by governmental agencies, or required
to be deposited on or before the Closing Date, have been, or will be, duly and
timely paid (other than those not yet due and payable, those presently payable
without penalty, and those currently being contested in good faith).

                   Potomac has not received any notice of deficiency assessment
or proposed deficiency assessment of any United States, state, municipal or
other tax or penalty and has no knowledge of any basis for any additional
deficiency assessment of any such tax or penalty, nor has it knowingly waived
any law or regulation fixing, or consented to the extension of, any period of
time for the assessment of any tax or other governmental imposition, or become
committed so to do, except as shown on Schedule 3.8, attached hereto.

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                  3.9 COMPLIANCE WITH OTHER INSTRUMENTS. Potomac is not in
violation of or in default with respect to any term or provision of its: (I)
Articles of Incorporation or Bylaws; (ii) material indentures, contracts,
agreements or instruments to which it may be bound; or (iii) any judgment,
order, writ, injunction or decree of any court or of any federal, state,
territorial, municipal or other commission, board or other administrative or
governmental agency or authority; and it is not in violation of any federal,
state, territorial, municipal or other statute, rule or regulation applicable to
it or by which it may be bound in any case in any manner so as at present or at
any future time to affect it adversely in any material respect.

                  3.10 UNDISCLOSED LIABILITIES. At the date of the most recent
balance sheet referred to in Paragraph 3.4 herein, there were no material
liabilities of Potomac (actual, contingent or accrued) which are not shown or
reflected in such balance sheet or the notes thereto.

                  3.11 BOOKS OF ACCOUNT. The books of account of Potomac are
complete and correct in all material respects, and all moneys due or to become
due from or to or owing by, and all liabilities (actual, contingent or accrued)
of, Potomac by reason of any transaction, matter, cause or thing whatsoever
which, in accordance with generally accepted accounting practices or principles,
should be entered therein have been duly, correctly and completely entered
therein.

                  3.12 LITIGATION, ETC. Potomac is not a party to or affected by
any pending, and has no notice or knowledge of any threatened action, suit,
proceeding or investigation (at law or in equity 



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or otherwise) in, before or by any court or any governmental board, commission,
agency, department or office in which an adverse determination would have any
material adverse effect on the business, assets or financial condition of
Potomac, except as shown on Schedule 3.12, attached hereto.

                  3.13     ACCOUNTS AND NOTES RECEIVABLE /ACCOUNTS PAYABLE.

                           A. Except as specified in Schedule 3.13A, attached
hereto, all accounts and notes receivable of Potomac are and on the Closing Date
will be valid, genuine and subsisting; arise and/or will arise out of bona fide
sales and/ or performances of services; and are subject and will be subject to
no known defenses, set-offs or counterclaims. Potomac will deliver to IMNF at
the Closing Date Schedule 3.13, showing the age of accounts and notes receivable
of Potomac as at _________, ___, 1997, which schedule will specify the amount,
if any, of such accounts and notes receivable which Potomac deems to be
uncollectible.

                           B. Attached as Schedule 3.13B is the latest available
accounts payable run for Potomac, listing balances outstanding and the last
payment to each creditor.

                  3.14 OTHERS' DEFAULTS. No other party with whom Potomac has
any material contractual arrangement is not in compliance with, or is in default
(without regard to any requirement of notice or grade period or both) in the
observance or performance of, any term, condition or provision of any such
contractual arrangement.

                  3.15 COLLECTIVE BARGAINING AGREEMENTS. Potomac is not a party
to or bound by any collective bargaining agreement or other labor agreement with
any bargaining agent (exclusive 




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or otherwise) with respect to its employees.

                  3.16 OVERTIME, BACK-WAGE, VACATION, DISCRIMINATION, FMLA
STATUS. Except as described in Schedule 3.16, which will be delivered by Potomac
to IMNF on the Closing Date, no present or former employee of Potomac has any
claim against Potomac (whether under federal or state law, under any employment
agreement or otherwise) on account of or for: (I) overtime pay, other than
overtime pay for work done in the current payroll period; (ii) wages or salary
for any period other than the current payroll period; (iii) vacation time off or
pay in lieu of vacation time off, other than (a) accumulated vacation pay as at
the Closing Date as shown in the schedule referred to above, and (b) vacation
time (or pay in lieu thereof) earned in or in respect of the current fiscal
year; or (iv) any violation of any statute, ordinance or regulation relating to
minimum wages or maximum hours of work. No employee is at present taking, or has
notified Potomac of any intention to take, a leave pursuant to the Family and
Medical Leave Act of 1993, ("FMLA") or any state counterpart. Potomac has
designated the calender year as its FMLA leave year. No person or party
(including, but not limited to, governmental agencies of any kind) has made any
claim against, or asserted any basis for any action or proceeding against,
Potomac under or arising out of any statute, ordinance or regulation relating to
discrimination in employment or employment practices and which would, if upheld,
result in any material monetary loss to Potomac.

                  3.17 CONTRACTS FOR PERSONAL SERVICES. Potomac is not a party
to or bound by any contract, agreement or undertaking with any person whatsoever
for personal services to be rendered by any person for Potomac, except as set
forth in Schedule 3.17A, attached hereto. Attached hereto



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is Schedule 3.17B, showing the names, positions and annual rates of compensation
of all employees of Potomac. Copies of Potomac's written employment policies,
including sick and vacation policies, as well as a copy of its employee manual,
if any, are also attached as Schedule 3.17B.

                  3.18 PROFIT SHARING ARRANGEMENTS; BONUSES. Potomac is not and
will not be, at the Closing Date, a party to or bound by any contract, agreement
or undertaking by the terms of which any person, firm, corporation, business
trust or other entity is or may be entitled (for any reason or in any capacity
other than as a shareholder or employee of Potomac) to any share in the gross
receipts, earnings or profits of Potomac, except for any leases, concessions,
franchises or other agreements providing for payments by Potomac based on sales
or profits, true copies of all which leases, concessions, franchises or other
agreements have been delivered by Potomac to IMNF, and except as set forth on
Schedule 3.18, attached hereto.

                  3.19 PENSIONS AND OTHER DEFERRED COMPENSATION. Potomac will
not as of the Closing Date have a pension, profit sharing or retirement income
plan, contract or arrangement in force, except for those plans disclosed in
Schedule 3.19, attached hereto, copies of which plans have heretofore been
delivered to IMNF.

                  3.20 BENEFIT CLAIMS. No person or party whatsoever now has or
will have on the Closing Date any claim known to Potomac under which Potomac has
any liability under any health, sickness, disability, medical, surgical,
hospital or similar benefit plan or arrangement (whether or not legally binding)
maintained by Potomac, or to or by which Potomac is a party or is bound, or


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under any workers' compensation or similar law, which is not fully covered by
insurance maintained with reputable, financially responsible insurers. Potomac
herewith delivers to IMNF Schedule 3.20, listing all insurance contracts
relating to all such benefit plans, arrangements and copies of such benefit
plans themselves.

                  3.21 INTERESTS IN PROPERTY, ETC. No other party owns, holds or
claims any interest in any real or personal property or other assets (tangible
or intangible) used by Potomac in its businesses, except as disclosed in
Paragraph 3.6 (a).

                  3.22 LEASES. Potomac is not, either as lessee or lessor, a
party to or bound by any lease or any property or assets having a term of (or
subject to renewal or extension by any party other than Potomac for a total
term, including the initial term and any such renewal or extended term,
aggregating) more than one year, except only for the leases described on
Schedule 3.22, attached hereto, true copies of which have been heretofore
delivered to IMNF.

                  3.23 CONTRACTS FOR PURCHASE OR SALE. Potomac is not a party to
or bound by any contract, agreement or undertaking with any person or party
whatsoever (other than cost and insurance contracts entered into in the ordinary
course of business) for the purchase of any property or assets of any nature
whatsoever which requires that payment for such property or assets shall be made
regardless of the Closing Date of this Agreement. Potomac is not a party to, or
bound by any other contract, agreement or undertaking for, the sale of any
property or assets of any nature whatsoever, except only such as have been made
in the ordinary course of business and that expire


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by their terms or are otherwise cancelable by Potomac (without any right of
renewal or extension in any party other than Potomac) no later than 30 days
after the Closing Date.

                  3.24 INSURANCE CONTRACTS; BANKING RELATIONSHIPS. Potomac
hereby delivers to IMNF Schedule 3.24A, showing all contracts of insurance and
indemnity (not shown in any other schedule referred to in this Agreement) in
force at the date hereof. Potomac also hereby delivers to IMNF Schedule 3.24B,
showing the names and locations of all banks in which Potomac has accounts and
the names of all persons authorized to draw on such accounts.

                  3.25 BROKERAGE; INDEMNITY. Neither Potomac nor Principal has
retained any broker or finder in connection with the transactions contemplated
by this Agreement, and Potomac and Principal, jointly and severally, will
indemnify, defend and hold harmless IMNF against all the claims for brokers' or
finders' fees made or asserted by any party claiming to have been employed by
either of them, and all costs and expenses (including the reasonable fees of
counsel) of investigating and defending such claims.

                  3.26 CONTRACTS, LEASES, ETC. As of the date hereof, Potomac is
not a party to any lease, contract, undertaking or other commitment, written or
oral, except:

                        (a) Those leases, contracts, undertakings or other
commitments listed in Schedules 3.17, 3.18, 3.19 and 3.22 hereto; and

                        (b) Those leases, contracts, undertakings and
commitments not materially affecting the business of Potomac. The original or a
full, true and correct copy of each item listed

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in the aforementioned schedules (together with supplements and amendments
thereto) or a summary of the material provisions, in the event a formal document
is not in existence, has been delivered to or examined by IMNF. Potomac is not
in default under any lease, contract, undertaking or other commitment materially
affecting its business. To the extent that any lease, contract, undertaking or
other commitment set forth in the aforementioned schedules requires the consent
of any other person or party to its assignment, Potomac agrees to use its best
efforts to procure such consent and to deliver the same to IMNF on or before the
Closing Date.

                  3.27 TRADEMARKS, LICENSES, ETC. Potomac holds no trade or
service mark, whether or not registered. Potomac holds or has obtained all
governmental permits, licenses, consents, approvals and waivers necessary for
the lawful conduct of its business as now conducted. Copies of all such permits
are attached hereto as Schedule 3.27.

                  3.28A WAREHOUSE LINES. Potomac has in place warehouse lines of
credit in the total amount of approximately ten million seven hundred thousand
dollars ($!0,700,000) in force at the date hereof. Potomac hereby delivers to
IMNF Schedule 3.28A showing the names, locations and amounts of all such
warehouse lines of credit.

                  3.28B INVESTORS. Schedule 3.28B lists the entities to which
Potomac sells mortgages, their addresses and contact names, as well as providing
a percentage breakdown of business and type of business for each, and a total
for their volume. Also attached are agreements with such entities.


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                  3.29 NO CONFLICT WITH OTHER AGREEMENTS. Neither the execution
and delivery of this Agreement nor compliance with its terms and provisions will
conflict with or result in a breach of any agreement or instrument to which
Potomac is a party or by which it may be bound or constitute a default
thereunder or result in the creation or imposition of any lien, charge,
encumbrance or restriction of any nature whatsoever upon, or give to anyone any
interest or rights, including rights of termination or cancellation, in or with
respect to, any of the properties, assets, contracts, or business of Potomac.

                  3.30 NO RESTRICTIONS. Potomac is not subject to any charter,
bylaw, judgment or other restriction which would prevent the consummation of the
transactions contemplated by this Agreement. The board of directors of Potomac
have duly approved this agreement and the transactions contemplated herein as
required under the laws of the State of Virginia and have authorized the
execution and delivery of this Agreement by Potomac.

                  3.31 DISCLOSURE. Neither the financial statements, any
schedule referred to herein nor this Agreement contains any untrue statements of
a material fact or knowingly omits to state a material fact (other than facts
generally known to the business community) necessary in order to make the
statements contained therein or herein not misleading. To the best knowledge of
Potomac, there is no such fact which materially adversely affects or in the
future may (so far as Potomac can now reasonably foresee) materially adversely
affect the business or prospects or condition (financial or otherwise) of
Potomac or any of its properties or assets which has not been set forth herein

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in Schedule 3.31, delivered by Potomac to IMNF.

         4. REPRESENTATIONS ,WARRANTIES, AND COVENANTS OF IMNF. IMNF represents
and warrants to Potomac and Principal as follows:

                  4.1 ORGANIZATION AND STANDING. IMNF is a corporation duly
organized and existing and in good standing under the laws of the State of
Delaware and has full corporate power to carry out this Agreement.

                  4.2 AUTHORITY OF IMNF. The execution and performance of this
Agreement by IMNF has been duly authorized and approved by its board of
directors. Neither the execution nor the performance by IMNF of this Agreement
will result in the breach of any term or provision of any other agreement to
which IMNF is a party.

                  4.3 BROKERAGE; INDEMNITY. IMNF has not retained any broker or
finder in connection with the transactions contemplated by this Agreement, and
IMNF will indemnify, defend and hold harmless Principal against all claims for
brokers' or finders' fees made or asserted by any party claiming to have been
employed by IMNF, and all costs and expenses (including the reasonable fees of
counsel) of investigating and defending such claims.

                  5. CERTAIN COVENANTS BY POTOMAC. Potomac covenants and agrees
with IMNF that:

                  5.1 CONSENTS. Potomac shall promptly apply for or otherwise
seek, and use its 

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best efforts to obtain, all consents and approvals of all parties whose consent
or approval is necessary for the valid effective consummation and completion of
the transactions contemplated hereby or is otherwise necessary in order that
Potomac may validly, lawfully and effectively perform and carry out its
obligations hereunder, including but not limited to the Virginia State
Corpration Comission Bureau of Financial Insitutuions. Potomac will not apply
for any mortgage or banking department approval, but will cooperate with IMNF as
requested in making such application.

                  5.2 RESIGNATIONS OF ALL DIRECTORS AND OFFICERS. Potomac shall
deliver to IMNF written resignations signed by all Directors and Officers of
Potomac dated as of the Closing Date.

                  5.3 TRANSFER OF AUTHORITY TO ACCESS AND DRAW UPON BANK
ACCOUNTS. Potomac shall deliver to IMNF written transfer of authority to access
and draw upon each and every bank account of every nature and kind, as set forth
in Schedule 3.24B, maintained by Potomac, into the name of IMNF, dated as of the
Closing Date.

         6. CONDITIONS TO IMNF'S OBLIGATIONS. The obligations of IMNF to
complete and consummate this Agreement shall be subject to compliance by Potomac
and, if applicable, Principal, with all of the agreements herein contained and
to the satisfaction of the following conditions precedent:

                  6.1 REPRESENTATIONS AND WARRANTIES TRUE. The representations
and warranties contained in Paragraph 3 hereof shall be true and correct in all
material respects as of the Closing Date with the same force and effect as
though made on and as of the Closing Date, and IMNF shall have received on the
Closing Date a certificate from Potomac dated the Closing Date signed by the


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president and secretary of Potomac to those effects.

                  6.2 OPINION OF COUNSEL. At the Closing Date, Potomac shall
deliver or cause to be delivered to IMNF an opinion (in form and content
satisfactory to IMNF), dated the Closing Date, from counsel for Potomac, to the
following effect:

                      (a) That Potomac is a corporation duly organized and
validly existing and in good standing under the laws of the State of Virginia,
entitled to own or to lease its properties and to carry on its business as and
in the places where such properties are now owned, or leased, or such businesses
are now conducted, and insofar as is known to such counsel, has fully complied
with all federal, state, and local laws with respect to the operation of its
business.

                      (b) That Potomac has full power and authority to make,
execute, deliver and perform this Agreement in accordance with its terms; this
Agreement has been duly authorized and approved by proper corporate action of
Potomac and constitutes a valid and legally binding obligation of Potomac in
accordance with its terms. All of the shares of stock currently outstanding as
reflected in paragraph 3.2 of this agreement are validly issued and outstanding
and are not currently subject to any lien, pledge, encumbrance, restriction or
claims, and Principal has full right and authority to transfer the same pursuant
to this transaction. Upon assignment and deliver of the share certificates to
IMNF, it will take title thereto free and clear of any lien, pledge,
encumbrance, charge, agreement or claim.

                      (c) That such counsel does not know that any action, suit,
proceeding or investigation is pending against Potomac which might result in any
material adverse change in the condition (financial or otherwise) or business of
Potomac (other than those referred to in Paragraph 3.12

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hereof), or which questions the legality, validity or propriety of this
Agreement or of any actions taken or to be taken pursuant to or in connection
with this Agreement.

                  In rendering such opinion, counsel for Potomac may rely (and
will state in such opinion the belief that IMNF is justified in relying) upon
the certificates of a principal officer of Potomac as to matters of fact.


                  6.3 NO ACTION TO PREVENT COMPLETION. No action or proceeding
shall have been instituted or threatened on or prior to the Closing Date to set
aside, restrain or prohibit, or to obtain damages in respect of, this Agreement
or the consummation of the transactions contemplated herein which in the opinion
of IMNF makes it inadvisable to consummate such transactions.

                  6.4 FINAL BALANCE SHEET. IMNF has delivered at Closing the
Final Balance Sheet of Potomac and related financial statements, which balance
sheet will show no material adverse change in the financial position of Potomac
from the date of the financial statement described in Paragraph 3.4 hereof. In
addition, there shall have been no material adverse change in the financial
position of Potomac from December 31, 1996, up to and including the Closing
Date.

                  6.5 CONSENT. To the extent specified in any paragraph or
schedule with respect to obtaining the consent of any other person or party to
the assignment of specified contracts, licenses, leases, agreements or
commitments, Potomac shall have obtained by the Closing Date such consents in
form and substance satisfactory to IMNF, except as provided on Schedule 6.5.

                  6.6 FULL COMPLIANCE. IMNF's obligations to complete and
consummate this Agreement shall be subject to material compliance by Potomac and
Principal with all of their 
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<PAGE>


agreements herein contained, and to the reasonable satisfaction of all of the
conditions of this Agreement.

                  6.7 CHANGES IN CONDITIONS. From the date of this Agreement to
the Closing Date, there as hasre will have been no material adverse change in
the assets or liabilities or condition (financial or otherwise) or business of
Potomac, and Potomac will not have been adversely affected in any material
manner as the result of any fire, explosion, accident, flood, earthquake,
seismic or tidal wave, windstorm, strike, lockout, labor dispute, riot, civil
commotion or disturbance, sabotage, confiscation, condemnation or purchase of
any property by governmental authority, activities of armed forces, or acts of
God or the public enemy, whether covered by insurance or not.

         7. CONDITIONS TO POTOMAC'S OBLIGATIONS. Potomac's obligations to
complete and consummate this Agreement shall be subject to material compliance
by IMNF with all of its agreements herein contained and to the reasonable
satisfaction of the following conditions precedent:

                  7.1 REPRESENTATIONS AND WARRANTIES TRUE. The representations
and warranties contained in Paragraph 4 hereof shall be true and correct in all
material respects as of the Closing Date, and IMNF shall have suffered no
adverse material changes in its financial condition that would affect its
ability to perform the transactions contemplated hereunder. Potomac shall have
received at the Closing a certificate dated the Closing Date signed by the
president or vice president and the secretary or assistant secretary of IMNF to
that effect.

                  7.2 NO ACTION TO PREVENT COMPLETION. No action or proceeding
shall have been instituted or threatened on or prior to the Closing Date to set
aside the authorizations of the transfers


                                       20

<PAGE>


hereunder or any of them, and no action or proceeding shall have been instituted
or threatened before any court or governmental agency to restrain or prohibit,
or to obtain substantial damages in respect of, this Agreement or the
consummation of the transactions contemplated herein which in the opinion of
Potomac makes it inadvisable to consummate such actions.

         8. FURTHER ASSURANCE. It is expressly understood and agreed that
Potomac will, upon IMNF's request, from time to time prior to the closing
execute and deliver to IMNF all such instruments and documents of further
assurance or otherwise, and will do all such acts and things as in the sole
judgement of IMNF may be necessary or proper for the full, complete and
effectual vesting in IMNF at the Closing of all of Potomac's assets or otherwise
to carry out and perform Potomac's obligations hereunder.

         9. CLOSING DELIVERIES. This Agreement shall close when all of the
deliveries referred to heretofore in this Agreement, and all of the deliveries
referred to in this Paragraph 9, are made on or prior to the Closing Date.

                  9.1 IMNF and Potomac shall deliver to each other certified
copies of the resolutions of their boards of directors authorizing the execution
and performance of this Agreement and the acts of the officers of each in
carrying out the terms and provisions thereof, and appropriate incumbency
certificates for such officers, certified by their secretaries or assistant
secretaries.

                  9.2 IMNF and Potomac agree to execute and deliver such
instruments and take such other action as any of them may reasonably require in
order to carry out the intent of this Agreement.

                                       21


<PAGE>


                  9.3 Potomac shall deliver to IMNF a certificate of the
Secretary of State of Virginia, evidencing the good standing of Potomac as of a
date or dates not more than ten (10) days prior to the Closing Date.

                  9.4 Potomac shall cooperate with IMNF in seeking a tax
clearance certificate for Potomac to be issued by the appropriate Virginia
authority dated as of the Closing Date.

                  9.5 Principal will issue and deliver to IMNF certificate(s)
for the Stock sold to IMNF by this Agreement.

                  9.6 Potomac shall deliver to IMNF all formal corporate records
and devices, including the corporate minute book, corporate stock transfer
records and corporate seal.

                  9.7 Potomac shall deliver to IMNF written resignations signed
by all Directors and Officers of Potomac dated as of the Closing Date.

                  9.8 Potomac shall deliver to IMNF written transfer of
authority to access and draw upon each and every bank account of every nature
and kind, as set forth in Schedule 3.23B, maintained by Potomac into the name of
IMNF dated as of the Closing Date.

         10.      INDEMNIFICATION OF IMNF.
                  10.1 Principal shall indemnify and hold IMNF harmless after
the Closing Date from and against any and all of the following:

                                       22

<PAGE>

                           (a) The breach by Potomac or Principal of any
warranty or representation made by Potomac or Principal pursuant to this
Agreement;

                           (b) The nonperformance of any covenant of Potomac or
Principal;

                           (c) Any claim, action, suit or proceeding brought
against IMNF based on a undisclosed claim or liability (as herein defined)
arising before the Closing date and relating to Potomac or Principal's operation
of Potomac;

                           (d) Any claims for unpaid taxes of any kind which are
asserted or levied against IMNF or the properties or assets of Potomac after the
Closing Date which relate to any period before the Closing Date except as
disclosed in Schedule __ and Federal and State Income tax liability, if any for
Tax Year 1996.

                           (e) All costs, assessments, judgments, demands
(including costs of defense and reasonable attorneys' fees) arising out of any
claim, or the defense thereof, made with respect to Paragraphs 10.1 (a) through
10.1 (d). IMNF will seek in good faith by all reasonable means to defeat or
reduce any damages as to which indemnification may be sought so as to minimize
such indemnification and will give Principal timely notice of, and the
opportunity to participate in at Principals' expense, the defense or compromise
of any claim which may give rise to such indemnification. Failure to give timely
notice to Principal shall be a defense only to the extent it prejudices
Principal's rights. Final settlement authority remains with IMNF.

                  10.2 Except as provided in Subparagraph 10.1 (c), no liability
of Potomac or Principal under this Agreement shall exist with respect to the
representations, warranties and covenants made in this Agreement or any schedule
or certificate furnished by them with respect thereto, except as to claims which
are made within three years of the Closing Date.

                  10.3 The aggregate of all claims for indemnification by IMNF
hereunder must 

                                       23


<PAGE>

exceed the sum of $50,000 before any claim may be made. The said amount of
$50,000 is a one-time deductible against all such future claims.

         11.      INDEMNIFICATION OF PRINCIPAL.
                  11.1 IMNF shall indemnify and hold Principal harmless after
the Closing Date from and against any and all of the following:

                           (a) The breach by IMNF of any warranty or
representation made by IMNF pursuant to this Agreement;

                           (b) The nonperformance of any covenant of IMNF;

                           (c) Any personal guaranties of Principal to trade
creditors or on warehouse lines f credit;

                           (d) Any of Potomac's liabilities to the IRS disclosed
in this agreement or in any schedule herin;

                           (e) All costs, assessments, judgments, demands
(including costs of defense and reasonable attorneys' fees) arising out of any
claim, or the defense thereof, made with respect to Paragraphs 11.1 (a) through
11.1 (b) Principal will seek in good faith by all reasonable means to defeat or
reduce any damages as to which indemnification may be sought so as to minimize
such indemnification and will give IMNF timely notice of any claim which may
give rise to such indemnification.

                  11.2 Except as provided in Subparagraph 11.1(d), no liability
of IMNF under this Agreement shall exist with respect to the representations,
warranties and covenants made in this Agreement or any certificate furnished
with respect thereto, except as to claims which are made within three years of
the Closing Date.

                                       24

<PAGE>

                  11.3 The aggregate of all claims for indemnification by
Principal hereunder must exceed the sum of $50,000 before any claim may be made.
The said amount of $50,000 is a one-time deductible against all such future
claims.

         12.      MISCELLANEOUS.

                  12.1 EXPENSES. Whether or not the transactions herein set
forth shall be consummated, IMNF will pay all expenses of the preparation and
performance of this Agreement incurred by IMNF, and Potomac will pay all
expenses incurred by it in connection with the preparation and performance of
this agreement.

                  12.2 CONFIDENTIALITY. Except as contemplated by this Agreement
or necessary to carry out the transactions herein set forth, all information or
documents furnished hereunder by IMNF or Potomac to the other shall be kept
confidential by the party to whom furnished at all times to the Closing Date,
and in the event such transactions are not consummated, each shall return to the
other all documents furnished hereunder and copies thereof and shall continue to
keep confidential all information furnished hereunder and not thereafter use the
same for its advantage.

                  12.3 NOTICES. Any notice required or permitted hereunder shall
be in writing and shall be given by overnight mail addressed, if to IMNF to: IMN
Financial Corp., 520 Broadhollow Road, Melville, New York 11747, Attention:
General Counsel. If to Potomac or Principal to: 1st Potomac Mortgage
Corporation, 4000 Legato Road, Suite 260, Fairfax, Virginia, 22033, attention
Michael B. Roche.

                  12.4 BEST EFFORTS, COOPERATION. IMNF, Potomac and Principal
shall exert their best efforts to obtain all consents and approvals necessary
for the due and punctual performance of this Agreement and the satisfaction of
the conditions hereof on their part to be satisfied, and all shall cooperate
with the other with respect thereto.

                                       25

<PAGE>

                  12.5 ENTIRE AGREEMENT /AMENDMENT . This Agreement constitutes
and contains the entire agreement of the parties and supersedes any and all
prior negotiations, correspondence, understandings and agreements between the
parties respecting the subject matter hereof. No modification or amendment of
this Agreement shall be of any force or effect unless in writing and signed by
all the parties hereto.

                  12.6 PARTIES IN INTEREST. All of the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successors and permitted assigns of the parties hereto,
whether herein so expressed or not, but neither this Agreement nor any of the
rights, interests or obligations hereunder of any party hereunder shall be
assigned without the prior written consent of the other parties.

                  12.7 COUNTERPARTS. This Agreement 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, and in making proof
hereof it shall not be necessary to produce or account for more than one such
counterpart.

                  12.8 TIME OF THE ESSENCE. Time is of the essence in the
performance of all obligations of the parties under this Agreement.

                  12.9 GOVERNING LAW/ SECTION AND PARAGRAPH HEADINGS/
CONSTRUCTION. This Agreement shall be governed by the laws of the State of New
York, without regard to conflicts of law principles. The section and paragraph
headings contained herein are meant for convenience only , and shall form no
part of the interpretation or construction of this Agreement. All of the parties
to this Agreement have participated freely in its negotiation and preparation;
therefore, this Agreement shall not be more strictly construed against any one
of the parties hereto.

                                       26
 
<PAGE>

                  12.10 SURVIVAL. This Agreement's provisions, representations
and warranties, shall survive the Closing of this Agreement, and the transfer
and delivery of stock certificates hereunder.


                  12.11 SCHEDULES. The following schedules are attached hereto
and by this reference form a part hereof. All schedules shall be delivered to
IMNF at the Closing unless otherwise indicated herein.

         SCHEDULE         SUBJECT MATTER
         --------         --------------
         3.6A             Notes Payable
         3.6B             Real Property Owned
         3.6C             Defects in Properties or Assets
         3.7              Changes in Condition
         3.8              Taxes and Deficiency Assessments
         3.12             Litigation
         3.13A            Accounts and Notes Receivable
         3.13B            Accounts Payable
         3.16             Overtime, Back-Wage, Vacation, Discrimination Claims
         3.17A            Personal Service Contracts
         3.17B            Employees
         3.18             Profit Sharing Arrangements; Bonuses
         3.19             Pensions and Deferred Compensation
         3.20             Benefits Policies and Claims
         3.22             Leases
         3.24A            Liability Policies
         3.24B            Banking Relationships
         3.27             Trademarks, Licenses, etc.
         3.28A            Warehouse Lines
         3.28B            Mortgage Originations
         3.31             Disclosure


                                       27

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


                             1ST POTOMAC MORTGAGE CORPORATION

                             By:/s/ Michael B. Roche, Chief Executive Officer
                                Michael B. Roche, Chief Executive Officer





                             PRINCIPAL


                             By: /s/ Michael B. Roche
                                 Michael B. Roche



                             IMN FINANCIAL CORP.


                             By:/s/Edward R. Capuano, 
                                Edward R. Capuano, President