Exhibit No. 10.8

                              AGREEMENT TO PURCHASE

                          ASSETS AND ASSUME LIABILITIES



                                 BY AND BETWEEN



                  FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK



                                       AND



                              JACKSON FEDERAL BANK

<PAGE>

                          AGREEMENT TO PURCHASE ASSETS
                             AND ASSUME LIABILITIES

         This Agreement to Purchase Assets and Assume Liabilities ("Agreement")
is made and entered into this 3rd day of February 2000 ("Signature Date"), by
and between JACKSON FEDERAL BANK, a federally chartered savings bank ("Buyer")
and FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK, a federally chartered savings
bank ("Fidelity" or "Seller").

                                    RECITALS
                                    --------

         A. Buyer desires to acquire certain branch offices and related branch
assets and to assume certain liabilities of the Branches (as defined below)
which Seller is authorized to operate, and Seller desires to transfer such
assets and liabilities of the Branches to Buyer.

         B. Buyer and Seller propose to apply to the appropriate regulatory
authorities for permission to effect the purchase and sale of the Branches and
for such other requisite approvals as may be necessary for the consummation of
the transactions contemplated by this Agreement.

         C. Buyer and Seller wish to consummate the transaction contemplated by
this Agreement in a timely and efficient manner.

                                    AGREEMENT
                                    ---------

         In consideration of the foregoing and the representations, covenants
and agreements set forth in this Agreement, and subject to the conditions set
forth herein, Buyer and Seller (the "Parties") hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

         1.1 DEFINITIONS. As used in this Agreement, the following terms have
the definitions indicated:

         "ACCOUNT LOANS" shall mean (i) all savings account loans secured by
Deposits and (ii) all checking account lines of credit or overdraft checking
loan balances related to the Deposits which are listed on the books and records
of the Branches.

         "ACCRUED INTEREST" means interest on Account Loans and Deposits which
is accrued but unpaid or unposted (as the case may be) through the applicable
date.

         "ACH ITEMS" means automated clearing house debits and credits,
including, but not limited to, Social Security payments, federal recurring
payments, and other payments debited and/or credited on a regularly scheduled
basis to or from Deposit accounts pursuant to arrangements between the owner of
the account and a third party directly making the credits or debits.

<PAGE>

         "AFFILIATE" of a party means any person, partnership, corporation,
association or other legal entity directly or indirectly controlling, controlled
by or under common control with that party.

         "APPRAISER" shall have the meaning set forth in Section 3.1.

         "ASSETS" means the Account Loans, Deposit customer relationships, Real
Estate, Fixed Assets, Safe Deposit Boxes, Cash on Hand and Records at the
Branches.

         "ATMs" means the automated teller machines located on the premises of
the Branches and includes the security systems associated therewith.

         "BLUE JAY/BIG BEAR DEPOSIT PREMIUM PERCENTAGE" means ___%.

         "BLUE JAY/BIG BEAR DEPOSITS" means all Deposits at the Blue Jay and Big
Bear Branches.

         "BRANCHES" means the branch offices of Seller identified on Schedule
1.1 hereto.

         "BRANCH LEASES" means the leases listed on Schedule 1.1 and more
particularly described therein.

         "BUSINESS DAY" means any Monday, Tuesday, Wednesday, Thursday, or
Friday that is not a federal or state holiday generally recognized by savings
associations in the state of California.

         "CASH ON HAND" means all cash in the vault and in the teller drawers at
the Branches.

         "CLOSING" AND "CLOSING DATE" shall have the meanings set forth in
Section 4.1.

         "CLOSING PAYMENT" shall have the meaning set forth in Section 4.2.

         "DEPOSIT" means any deposit as defined in Section 3(l)(1) of the
Federal Deposit Insurance Act ("FDIA"), as amended, 12 U.S.C. Section
1813(l)(1), maintained at the Branches including, without limitation, the
aggregate balances of all savings accounts with positive balances domiciled at
the Branches, Keogh accounts, "NOW" accounts, other demand instruments,
Retirement Accounts, and all other accounts and deposits, together with Accrued
Interest thereon, if any; provided, that the term "Deposit" shall not include
all or any portion of those balances that are deemed to be (i) accounts subject
to escheatment or (ii) accounts of directors or employees of Seller; (iii)
accounts held by persons not having a residence in, or entities not having a
place of business in, the state of California or (iv) accounts with balances
exceeding $98,000 that are held by institutions, deposit brokers or aggregators.

         "DEPOSIT PREMIUM PERCENTAGE" means the Blue Jay/Big Bear Deposit
Premium Percentage or the Fullerton Deposit Premium Percentage, as applicable.

          "EMPLOYEES" means all employees at the Branches at any time from the
Signature Date through the Closing.

         "ENCUMBRANCES" means any and all mortgages, claims, charges, liens,
encumbrances, easements, restrictions, options, pledges, calls, commitments,

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security interests, conditional sales agreements, title retention agreements,
leases and other restrictions of any kind whatsoever.

         "ENVIRONMENTAL LAWS" means any federal, state, county or local law or
regulation relating to the environment or any Hazardous Substance.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "FAIR MARKET VALUE" shall mean the aggregate fair market value of the
Real Estate as determined in accordance with Section 3.1.

         "FDIC" means the Federal Deposit Insurance Corporation or any successor
thereto.

         "FIXED ASSETS" means all furniture, fixtures, equipment and all other
tangible personal property owned by Seller, including without limitation ATMs,
located at the Branches, excluding, however: (i) the Cisco routers and Bay
Networks hub 150s currently maintained at the Branches, and (ii) all computers
and printers located at the Branches.

         "FULLERTON BRANCH DEPOSIT PREMIUM PERCENTAGE" means ___%.

         "FULLERTON DEPOSITS" means all Deposits at the Fullerton Branch.

         "HAZARDOUS SUBSTANCES" means chemicals, pollutants, contaminants,
wastes and substances, in each case, that have been defined as toxic or
hazardous by any environmental agency having jurisdiction over the location of
the Branches, including petroleum, petroleum products, asbestos and
polychlorinated biphenyls.

         "INITIAL APPRAISERS" shall have the meaning set forth in Section 3.1.

         "LIABILITIES" means all liabilities being assumed by Buyer under
Section 2.3.

         "MORTGAGE LOAN PURCHASE AGREEMENT" means a Mortgage Loan Purchase
Agreement substantially in the form attached hereto as Exhibit A, to be entered
into upon determination by Buyer and Seller of the pool of loans to be sold,
relating to the sale by Seller and the purchase by Buyer of multifamily mortgage
loans.

         "NEGATIVE BALANCE DEPOSIT" means a Deposit which on the applicable date
has a balance of less than zero.

         "NET BOOK VALUE" means the net book value of an asset determined in
accordance with generally accepted accounting principles consistently applied
and as reflected in the books and records of Seller.

         "OTS" means the Office of Thrift Supervision or any successor thereto.

         "PARTY" means Buyer or Seller, and "Parties" means both Buyer and
Seller.

         "PREPAYMENTS" means any expense payments related to the Assets or the
operation of the Branches paid in advance by Seller for which the Closing Date
is before the end of the period for which the expense payment was made
including, but not limited to, payments made for utilities, and real property
taxes and assessments.

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          "REAL ESTATE" means the real property and improvements thereon
relating to the Branches, including any interest of Seller as lessor with
respect thereto.

         "REAL ESTATE AGREEMENT" shall have the meaning set forth in Section
2.1(a).

         "RECORDS" means: (i) all open records and original documents, excluding
Seller's counterparts of this Agreement and documents executed in connection
therewith, located at the Branches or in centralized servicing areas pertaining
to the Account Loans and Deposits which are reasonably required for the Buyer to
conduct business and comply in all material respects, with all applicable laws,
regulations, rules and business practices with respect to the Account Loans and
Deposits acquired from Seller pursuant to this Agreement; (ii) all available
account history of all accounts related to Deposits for the current year; (iii)
all signature cards, legal files, Safe Deposit Box files, pending files, Account
Loan agreements, Retirement Account agreements, account disclosures in effect at
the Branches for the current year and for 1999, and computer records and (iv)
all documents relating to the Real Estate in the possession of Seller; provided
that records and documents described in clauses (i) through (iv) in electronic
form shall be limited to the current year's records and documents. Records shall
not include personnel records for Employees at the Branches or documents which
are the subject of attorney-client privilege or constitute attorney work product
which are maintained in Seller's legal department.

         "RETIREMENT ACCOUNTS" means individual retirement accounts, including
SEP individual retirement accounts or qualified plans, but does not include
defined benefit retirement plan accounts or self-directed retirement plan
accounts.

         "RETURNED ITEMS" shall have the meaning set forth in Section 13.4.

         "SAFE DEPOSIT BOXES" shall mean all of the safe deposit boxes domiciled
at the Branches, along with the "nests" associated with those boxes.

         "SELLER'S KNOWLEDGE" or any phrase of similar import shall, with
respect to any representation and warranty to the extent made as to the Real
Estate, be limited to the actual knowledge of Lois Peck, the officer of Seller
responsible for such matters, without any requirement of inquiry or
investigation, and with respect to any other matter be limited to the actual
knowledge of executive officers of Seller, after reasonable inquiry of the
officers of Seller having responsibility for the subject matter in question.

          "SIGNATURE DATE" means the date set forth as such in the first
paragraph of this Agreement.

         "THIRD APPRAISER" shall have the meaning set forth in Section 3.1.

         "WITHHOLDING OBLIGATIONS" shall have the meaning set forth in Section
13.12.

                                   ARTICLE II

                        TERMS OF PURCHASE AND ASSUMPTION
                        --------------------------------

         2.1 PURCHASE AND SALE OF ASSETS.

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                  (a) ASSETS. At the Closing and subject to the terms and
conditions set forth in this Agreement, Seller shall convey, assign and transfer
to Buyer and Buyer shall purchase from Seller all of Seller's right, title and
interest in and to the Assets. In furtherance of, and not in limitation of, the
foregoing, concurrently with execution of this Agreement, Buyer and Seller are
entering into a purchase and sale agreement and joint escrow instructions for
the Real Estate in mutually acceptable form (the "Real Estate Agreement"). In
the event of any conflict between this Agreement and the Real Estate Agreement
as to any matter relating to the Real Estate or the sale or transfer thereof,
the terms of the Real Estate Agreement shall be controlling.

                  (b) ASSOCIATION NAME AND LOGO. Seller is not selling,
assigning, conveying, transferring or delivering, nor shall Buyer acquire any
rights or interest in or to (i) the names of Seller, or any combination or
derivation thereof, or (ii) any logos, service marks or trademarks of Seller or
any advertising materials or slogans or any similar items used before, on or
after the Closing Date by Seller in connection with its business.

                  (c) INVESTMENT PRODUCTS. Seller is not assigning, conveying,
transferring or delivering, nor shall Buyer acquire any rights or interest in or
to the right to service and administer nondeposit investment products currently
administered by Gateway Investment Services, Inc

                  (d) MORTGAGE LOAN PURCHASE AGREEMENT. Buyer and Seller will
use commercially reasonable efforts to determine the pool of loans to be sold
pursuant to, and shall thereupon enter into, the Mortgage Loan Purchase
Agreement, which shall provide for a closing concurrently with, or substantially
concurrently with, the Closing hereunder.

         2.2 PURCHASE PRICE. In consideration for the Assets acquired by it
under this Agreement, Buyer shall assume at the Closing the liabilities of
Seller as set forth in Section 2.3, and shall pay to Seller at the Closing an
amount which is the sum of the following, without duplication:

                  (a) The Net Book Value of the Fixed Assets as of the Closing
Date; plus

                  (b) The Net Book Value of the Safe Deposit Boxes as of the
Closing Date; plus

                  (c) The Net Book Value plus Accrued Interest on the Account
Loans as of the Closing Date; plus

                  (d) A sum equal to the Cash on Hand as of the Closing Date;
plus

                  (e) The Fair Market Value of the Real Estate plus any
prorations due from and minus any prorations due to Buyer under the Real Estate
Agreement.

         2.3 ASSUMPTION OF LIABILITIES.

                  (a) DEPOSITS. On the Closing Date, subject to the terms and
conditions set forth in this Agreement, Buyer shall (i) assume the liabilities
related to the Deposits as of the Closing Date in accordance with the terms of
such Deposits in effect on the Closing Date; (ii) assume Seller's obligation to
its Deposit customers accruing after the Closing Date in accordance with the
terms of such Deposits in effect on the Closing Date and (iii) be responsible
for modifying the terms of such customer relationships effective as of the
Closing Date as necessary to conform to Buyer's practices.

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                  (b) RELATED ASSETS AND OBLIGATIONS. On the Closing Date,
subject to the terms and conditions set forth in this Agreement, Buyer will also
assume the obligations of Seller to provide all services incidental to the
Deposits including, but not limited to, providing Safe Deposit Boxes, as may be
modified to conform to Buyer's practice.

                  (c) REIMBURSEMENT FOR DEPOSITS. On the Closing Date, Seller
shall reimburse Buyer for the assumption by Buyer of the liabilities and
obligations relating to the Deposits an amount in immediately available funds
equal to (i) 100% of the aggregate amount of Deposits assumed by Buyer pursuant
to Section 2.3(a) above less (ii) the sum of (A) the product of the Blue Jay/Big
Bear Deposit Premium Percentage and the aggregate amount of Blue Jay/Big Bear
Deposits on the Closing Date and (B) the product of the Fullerton Deposit
Premium and the aggregate amount of Fullerton Deposits on the Closing Date. Such
reimbursement may be made in whole or in part of means of a credit by Buyer to
Seller of the Purchase Price under the Mortgage Loan Purchase Agreement. The
parties agree that the premium reflected in the Deposit Premium Percentage is
attributable to favorable interest rates on the term Deposits acquired. Buyer
and Seller agree that the allocation of the Purchase Price will be made based on
the relative fair market value of the Assets acquired, as required by Section
1060 of the Internal Revenue Code of 1986, as amended, and agree to utilize such
allocation for federal income tax purposes. Such allocation will be consistently
reflected by each Party on their federal income tax returns and similar
documents, including but not limited to Internal Revenue Service Form 8594.
Neither Party shall file any document or assert any position that conflicts or
is inconsistent with such allocation, and each Party agrees to inform the other
promptly upon receipt of any communication from (or forwarding any communication
to) the Internal Revenue Service relating to Form 8594. Each Party shall
cooperate fully with the other in filing Form 8594. Buyer shall prepare the Form
8594 and shall promptly submit it to Seller for approval and to facilitate the
consistent filing of such form by Seller and Buyer.

                  (d) PRORATIONS. The pro rata amount of SAIF premiums
attributable to the Deposits, to the extent paid in advance by Seller for
periods after the Closing, shall be credited to Seller at the Closing.
Additionally, the pro rata amount of any Prepayments shall be credited to Seller
at the Closing.

                  (e) NO OTHER DEBT, OBLIGATIONS OR LIABILITIES ASSUMED. It is
understood and agreed that, except as expressly set forth in this Agreement,
Buyer shall not assume or be liable for any of the debts, obligations or
liabilities of Seller of any kind or nature whatsoever including, but not
limited to, any tax or debt, any insurance premium, any liability for unfair
labor practices (including, without limitation, wrongful termination or
employment discrimination) or under the WARN Act, any liability or obligation of
Seller arising out of any threatened or pending litigation, or any liability of
Seller with respect to personal injury or property damage claims arising prior
to the Closing.

                                  ARTICLE III

                 INSPECTION OF ASSETS AND REAL ESTATE VALUATION
                 ----------------------------------------------

         3.1 VALUATION OF REAL ESTATE. Buyer has appointed the Heath Group, and
Seller has appointed Steven Fontes with respect to the Blue Jay and Big Bear
Branches and Charles R. Wilson with respect to the Fullerton Branch, each of
whom is an unaffiliated, MAI-certified real estate appraiser, to act as initial
appraisers in determining the fair market value of Seller's interest in the
indicated parcel of Real Estate (the "Initial Appraisers"). Each Initial

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Appraiser shall conduct a full appraisal of Seller's interest in each the
applicable parcel or parcels of Real Estate and shall render his or her written
opinions of the fair market value of such interests on or before the 21st
calendar day after the Signature Date. In the event the higher of such written
opinions of fair market value, with respect to any parcel of Real Estate, is
equal or less than of 115% of the lower, the two valuations shall be added
together and divided by two and the resulting value shall be deemed to be the
fair market value of such parcel of Real Estate. In the event the higher of such
written opinions of fair market value is greater than 115% of the lower with
respect to any parcel of Real Estate, and the Parties cannot otherwise agree as
to the fair market value of such Real Estate within two Business Days
thereafter, the Initial Appraisers shall, on or before the 30th calendar day
after the Signature Date, jointly select a third, unaffiliated MAI-certified
appraiser (the "Third Appraiser"), who shall conduct a full appraisal of such
parcel of Real Estate and render his or her determination as to fair market
value on or before the 51st calendar day after the Signature Date and whose
determination in writing as to fair market value shall be final so long as it is
within the range of values determined by the Initial Appraisers. In the event
the determination of value of such parcel by the Third Appraiser is outside the
range of values determined by the Initial Appraisers, the fair market value
determined by the Initial Appraiser whose valuation is closer to the value
determined by the Third Appraiser shall be the fair market value of such parcel.

         3.2 DUE DILIGENCE REVIEW, INVENTORY AND INSPECTION.

         (a) Buyer shall be entitled to conduct due diligence as to the Real
Estate in accordance with the Real Estate Agreement.

         (b) Attached hereto as Schedule 3.2(b) is a complete schedule of the
Fixed Assets relating to the Branches, which schedule (i) identifies each item
of Fixed Assets with reasonable particularity, giving the Net Book Value of such
item on Seller's books and describing any Encumbrance thereon and (ii)
identifies each item of such Fixed Assets. Buyer and its agents and
representatives shall be entitled to conduct one or more due diligence
inspections of the Branches within the fifteen (15) day period after the
Signature Date. In the event that any of the Fixed Assets as reported on the
schedule is missing, malfunctioning or in a significantly deteriorated condition
(not including deterioration due to normal wear and tear which does not render
the asset nonusable), Buyer may elect to exclude such property from the transfer
under this Agreement except for any such property which is permanently affixed
to the Real Estate. In the event Buyer shall not have objected in writing to the
condition of the Branches by the end of such fifteen-day period, Buyer shall be
deemed to have accepted such Branches. Such objection, if exercised, shall be
exercised in good faith and shall be based upon a material defect in the
condition of the Branches. At the Closing, Seller shall deliver to Buyer an
updated schedule of Fixed Assets (exclusive of any property excluded from the
Fixed Assets pursuant to this Section 3.2) delivery of which schedule shall
constitute a representation and warranty that such updated schedule is an
accurate schedule of the Fixed Assets of the Branches as of the Closing Date and
shall, except as approved by Buyer, contain all items set forth on the original
Schedule 3.2(b) which are designated as essential by Buyer.

         3.3 OTHER DOCUMENTS.

         Attached hereto as Schedule 3.3 are true and correct copies of the
following documents relating to the Branches:

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                  (1) copies of any and all current leases, service and
maintenance contracts or other currently effective contracts or agreements
relating to the Branches or the Fixed Assets to which Seller is a party, or to
which the Branches or Fixed Assets are subject;

                  (2) copies of all written notices in Seller's possession
regarding the Branches, or the Assets or the Deposits, with respect to violation
of any statutes, rules or regulations of government agencies or violation of any
easements, covenants, conditions or restrictions affecting the Assets, the
Deposits or the Real Estate; and

                  (3) a list of all Deposits which are subject to any
Encumbrances and, if available, the amount of such Encumbrances.

                                   ARTICLE IV

                                     CLOSING
                                     -------

         4.1 CLOSING. The closing of the transactions contemplated by this
Agreement ("Closing") shall take place on March 24, 2000, or at such earlier or
later time and date as the Parties may fix in writing, at such location agreed
to by the parties, if all conditions set forth in Article X have been satisfied
or waived in writing on or before such date. The date the Closing is to be held
is referred to herein as the "Closing Date". The Closing shall be deemed to
occur at 11:59 P.M. Pacific Time on the Closing Date.

         4.2 SETTLEMENT. The net amount of cash or other consideration to be
paid to Buyer by Seller pursuant to Section 2.3(c) less the amount owed Seller
by Buyer pursuant to Section 2.2 shall be netted with the amount due the
appropriate party under Section 2.3(d) to determine the closing payment due
Buyer from Seller as of the Closing (the "Closing Payment"). Because the parties
acknowledge that certain amounts to be paid may not be finally determinable
until after the Closing Date, the Parties agree that the Closing Payment will be
paid as follows:

                  (a) On the Closing Date, Seller will pay to Buyer by wire
transfer of immediately available funds no later than 12:00 noon on the Closing
Date to an account designated by Buyer, the Closing Payment (such Closing
Payment to be in a mutually agreed estimated amount based on account balances
and other information known as of the close of business on the third Business
Day immediately prior to the Closing Date); and

                  (b) On the first Business Day after the Closing, Seller shall
provide Buyer with a closing settlement statement of the Closing Payment
calculated pursuant to this Section 4.2 to accurately reflect the Deposits, Net
Book Value for each Fixed Asset, the balance plus Accrued Interest of the
Account Loans and Cash on Hand, (and any prorations not reflected in the payment
made in the Closing Payment), all as of the Closing Date and relating to the
Branches. Buyer or Seller, as appropriate, shall, on such date, pay to the other
party any amount payable (based upon the difference between the Closing Payment
calculated pursuant to subparagraph (a) above and that calculated pursuant to
this subparagraph) by wire transfer in immediately available funds to an account
designated by the receiving party together with interest from the Closing Date
to the date of payment in full at the overnight Federal Funds rate in effect for
each such day, as published in the Wall Street Journal (Western Edition);
provided, however, that if such payment is made after three (3) Business Days
from the first Business Day after the Closing, then such amount shall bear
interest calculated at the average weighted cost of the Deposits transferred to
Buyer pursuant to this Agreement.

                                       8
<PAGE>

         Unless otherwise specified in this Agreement, any amounts required to
be paid pursuant hereto which are not paid when required to be paid shall bear
interest from the due date until paid in full at the overnight Federal Funds
rate in effect for each day, as published in the Wall Street Journal (it being
understood that on days on which the Wall Street Journal is not published
interest shall accrue at the overnight Federal Funds rate in effect on the most
recent day on which the Wall Street Journal was published); provided, however,
that if such payment is made after three (3) Business Days from the due date,
then such amount shall bear interest calculated at the average weighted cost of
the Deposits transferred to Buyer pursuant to this Agreement. Any payment
pursuant to this Agreement sent after 12:00 noon shall be deemed to have been
made on the next Business Day. All references to hours of the day in this
Agreement shall be references to California time.

         4.3 POST-CLOSING ADJUSTMENTS. Except as otherwise expressly provided in
this Agreement, the Parties shall cooperate in the prompt determination of
adjustments, payments or reimbursements contemplated hereby in connection with
the Closing and within forty-five (45) days after the Closing shall settle such
amounts in a manner consistent with the express terms of this Agreement.

         4.4 DELIVERIES AT CLOSING. At the Closing, Seller shall deliver to
Buyer the documents as set forth in Section 10.1(e), and Buyer shall deliver to
Seller the documents as set forth in Section 10.2(e).

                                   ARTICLE V

                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

         Buyer represents and warrants to Seller the following:

         5.1 ORGANIZATION. Buyer is a federally chartered savings bank, duly
organized, validly existing and in good standing under the laws of the United
States of America.

         5.2 AUTHORITY. Buyer has the corporate power and authority to execute,
deliver and perform this Agreement and has secured all necessary corporate
consents and approvals in connection with the execution of this Agreement and
the consummation of the transactions contemplated hereby, subject to obtaining
all necessary regulatory approvals. Upon execution and delivery, this Agreement
will constitute a valid and binding obligation of Buyer enforceable against it
in accordance with its terms, subject to applicable bankruptcy, insolvency,
receivership, and similar laws affecting creditors' rights generally and laws
relating to the rights of creditors of federally insured financial institutions,
and, as to enforceability, to general principles of equity (whether enforcement
is sought in a proceeding in equity or at law).

         5.3 COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Buyer holds all
licenses, franchises, permits and authorizations necessary for the lawful
conduct of its business, and has not materially violated, and is not in material
violation of, any applicable statutes, laws, ordinances, rules or regulations of
all federal, state and local governmental bodies, agencies and subdivisions
having, asserting or claiming jurisdiction over it, where such violation would
have a material adverse effect upon its ability to enter into and perform its
obligations under this Agreement.

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<PAGE>

         5.4 NO BREACH. The execution, delivery and performance of this
Agreement by Buyer and the consummation of the transaction contemplated hereby
will not violate or cause a breach of or constitute a default under any
judgment, injunction, order, decree, material agreement or material instrument
binding upon Buyer. The execution, delivery and performance of this Agreement by
Buyer and the consummation of the transactions contemplated hereby will not
violate its charter or by-laws or, upon receipt of all required regulatory
approvals, any law or regulation applicable to it.

         5.5 LITIGATION. There is no action, suit or proceeding pending against
Buyer or to Buyer's knowledge threatened against or affecting Buyer before any
court or arbitrator or any governmental body, agency or official which could
materially adversely affect the ability of Buyer to perform its obligations
under this Agreement.

         5.6 GOVERNMENTAL NOTICES. Buyer has no reason to believe that any
federal, state or other governmental agency having jurisdiction to approve or
consent to the transaction would oppose or not grant or issue its consent or
approval, if required, with respect to the transactions contemplated hereby.

         5.7 REGULATORY APPROVALS. The information furnished or to be furnished
by Buyer pursuant to Section 8.1 of this Agreement for the purpose of filing any
regulatory application and/or notice is or will be true and complete as of the
date so furnished.

         5.8 CONSENTS. Other than the approval of the OTS, no consent, approval
or authorization of any governmental authority or agency is required for the
execution, delivery and performance by Buyer of this Agreement and the
consummation by it of any transactions contemplated hereby.

                                   ARTICLE VI

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

         Seller represents and warrants to Buyer the following:

         6.1 ORGANIZATION. Seller is a federally chartered savings bank duly
organized, validly existing and in good standing under the laws of the United
States of America.

         6.2 AUTHORITY. Seller has the corporate power and authority to execute,
deliver and perform this Agreement and has secured all necessary corporate
consents and approvals in connection with the execution of this Agreement and
the consummation of the transactions contemplated hereby subject to obtaining
regulatory approval and necessary Landlord consents. Upon execution and
delivery, this Agreement will constitute a valid and binding obligation of
Seller enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, receivership, and similar laws affecting
creditors' rights generally, and the rights of creditors of federally insured
financial institutions, and to general principles of equity (whether enforcement
is sought in a proceeding in equity or at law). The Deposits are insured by the
FDIC up to the current applicable maximum limits and Seller has received no
written notice of any action pending or threatened by the FDIC with respect to
termination of such insurance.

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         6.3 COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Seller holds all
licenses, franchises, permits and authorizations necessary for the lawful
conduct of its business, and has not materially violated, and is not in material
violation of, any applicable statutes, laws, ordinances, rules or regulations of
all federal, state and local governmental bodies, agencies and subdivisions
having, asserting or claiming jurisdiction over it in the conduct of its
business at the Branches or where such violation would have a material adverse
effect upon its ability to enter into and perform its obligations under this
Agreement.

         6.4 NO BREACH. The execution, delivery and performance of this
Agreement by Seller and the consummation of the transaction contemplated hereby
will not violate or cause a breach of or constitute a default under any
judgment, injunction, order, decree, material agreement or material instrument
binding upon Seller. The execution and performance of this Agreement by Seller
and the consummation of the transactions contemplated hereby will not violate
its charter or by-laws or, upon receipt of all required regulatory approvals,
any law or regulation applicable to it.

         6.5 LITIGATION. There is no action, suit or proceeding pending against
Seller or to Seller's Knowledge threatened against or affecting Seller, before
any court or arbitrator or any governmental body, agency or official which could
materially adversely affect the aggregate value of the Deposits or the Assets,
or the ability of Seller to perform its obligations under this Agreement.

         6.6 TITLE TO ASSETS. With respect to Assets other than the Real Estate,
Seller is the lawful owner of and has good and marketable title to the Assets,
free and clear of all Encumbrances. Delivery to Buyer of the instruments of
transfer of ownership contemplated by this Agreement will vest in Buyer all
right, title and interest of the Seller in and to the Assets other than the Real
Estate (which shall be transferred as provided, and with the effect stated in,
the Real Estate Agreement.

         6.7 TIN CERTIFICATION. Seller has complied in all material respects
with all applicable tax laws relating to obtaining and, if appropriate,
correcting taxpayer identification numbers ("TINs"), including the use of due
diligence and/or reasonable cause as defined for purposes of the Internal
Revenue Code, relating to TIN compliance with respect to holders of the
Deposits.

         6.8 ACCOUNT LOAN ENFORCEABILITY. All Account Loans transferred to Buyer
pursuant to the terms of this Agreement are valid and enforceable subject to
applicable bankruptcy, insolvency, receivership, and similar laws affecting
creditors' rights generally, and, as to enforceability, to general principles of
equity (whether enforcement is sought in a proceeding in equity or at law).

         6.9 SAFE DEPOSIT BOXES. The Safe Deposit Boxes do not hold contents
subject to escheatment as of the Closing Date.

         6.10 INSURANCE. All insurance policies maintained by Seller and
applicable to the Branches are in full force and effect as described on Schedule
6.10.

         6.11 TAXES. All payroll, withholding, property, excise, sales, use and
transfer taxes imposed by the United States or by any state, municipality,
subdivision or instrumentality of the United States or by any other taxing
authority which are due and payable by Seller on or prior to the Closing
relating to the Branches as of the Closing Date have been paid in full, or will

                                       11
<PAGE>

be so paid prior to, or prorated at, the Closing, except to the extent contested
by Seller in good faith through appropriate proceedings.

         6.12 RECORDS. To Seller's Knowledge, the Records are originals of, or
true and correct copies of, records created and maintained during the ordinary
course of business by Seller at the Branches.

         6.13 SERVICE AND MAINTENANCE CONTRACTS. There are no contracts or other
agreements relating to the rendering by third parties of services to the
Branches other than those which have been delivered to Buyer pursuant to Section
3.3 hereof.

         6.14 REGULATORY APPROVALS. The information furnished or to be furnished
by Seller pursuant to Section 8.1 of this Agreement for the purpose of enabling
Buyer to complete and file an application with the OTS is or will be true and
complete as of the date so furnished.

         6.15 CONSENTS. Other than the approval of the OTS, no consent, approval
or authorization of any governmental authority or agency is required for the
execution, delivery and performance by Seller of this Agreement and the
consummation by it of any transactions contemplated hereby.

                                       12
<PAGE>

         6.16 OPERATION. To Seller's Knowledge, there are no facts or
circumstances pending or threatened which could have a material adverse effect
on the present or future use of the Branches as a bank office. Except for (i)
agreements provided under Section 3.3, and (ii) agreements necessary or
desirable to consummate the transactions contemplated hereby, Seller is not a
party to any other material agreement relating to the Branches or the Assets
(excluding, however, the Real Estate) except as described on Schedule 6.16
attached hereto.

         6.17 CONDEMNATION. Seller has not received notice of any pending or
threatened proceeding in eminent domain or otherwise, which would affect the
Branches, or any portion thereof. To Seller's Knowledge there are no existing,
proposed or contemplated plans to widen, modify or realign any street or highway
contiguous to the Branches, except as described on Schedule 6.17 hereto. To
Seller's Knowledge, except as shown on the real property public records or on
tax bills, there are no intended public improvements which will result in any
charge being levied or assessed against, or in the creation of any Encumbrance
upon, the Branches.

         6.18 HAZARDOUS SUBSTANCES. Seller represents and warrants that to
Seller's Knowledge, (i) no Hazardous Substances are or have been present,
stored, disposed of, or released in or at the Branches in violation of
Environmental Laws, (ii) no Hazardous Substances are or have been present,
stored, disposed of or released above or below the Branches by Seller in
violation of Environmental Laws; (iii) Seller has not received any written
communication from a governmental authority that alleges a violation of
Environmental Laws concerning the Branches that has not been cured; (iv) to
Seller's Knowledge, there has been no claim, action, cause of action,
investigation, or communication asserted by a person alleging potential
liability arising out of or based on or resulting from the presence, storage,
disposition or release of any Hazardous Substance at, above, or below the
Branches or the violation or alleged violation of any Environmental Law
concerning the Branches.

         6.19 RETIREMENT ACCOUNT COMPLIANCE. In creating and maintaining the
Retirement Accounts to be transferred pursuant to this Agreement, Seller was and
has been in material compliance with applicable federal and state laws and
regulations.

                                  ARTICLE VII

                               COVENANTS OF BUYER
                               ------------------

         7.1 ASSISTANCE IN OBTAINING REGULATORY APPROVALS. Buyer shall be
responsible for the preparation and filing of the applications and notices for
approval of the transaction contemplated herein with the OTS, except for any
application under Section 563.22 of the OTS Regulations ("transfer application")
which may be required of Seller. Buyer shall cooperate with Seller in providing
information for any transfer application made by Seller. Buyer will be solely
responsible for all fees, expenses and costs incurred with respect to the
preparation and filing of the applications and notices with the OTS, except for
any such transfer application filed by Seller. Notwithstanding the previous
sentence, each Party shall pay such Party's own attorneys' and consultant fees.

                                       13
<PAGE>

         7.2 PERFORMANCE OF LIABILITIES. Subject to Seller's compliance with
Section 13.6 from and after the Closing, Buyer agrees to pay (to the extent
there are sufficient available funds on deposit) all properly drawn checks,
drafts and negotiable orders of withdrawal drawn against a Deposit account
transferred by Seller to Buyer as contemplated herein, timely presented to Buyer
by mail, over its counters or through inclearings and drawn on the check or
draft forms provided by Seller for ninety (90) days after the Closing Date.

         7.3 CONSENTS AND NOTICES. Buyer: (i) will use commercially reasonable
efforts to obtain prior to the Closing Date all consents, approvals or
authorizations required to be obtained by it for the consummation of the
transaction contemplated hereby; and (ii) will publish all notices required by
all governmental authorities or agencies required for the execution, delivery
and performance by Buyer of this Agreement and the consummation by it of any
transaction contemplated hereby.

         7.4 FURTHER ASSURANCES. On and after the Closing Date, Buyer shall give
such further assurances to Seller and upon Seller's request shall execute,
acknowledge and deliver all such acknowledgments and other instruments and take
such further action as may be reasonably necessary and appropriate to
effectively relieve and discharge Seller from any obligations remaining under
the Liabilities transferred to Buyer and to confirm the assumption of the
Liabilities by Buyer; provided, however, that Buyer need not incur any material
costs or expenses in connection with the undertakings contained in this sentence
unless such costs or expenses are paid by Seller.

         7.5 CONFIDENTIALITY. Buyer shall hold, and shall cause its respective
directors, officers, employees, agents, consultants and advisors to hold, in
strict confidence, unless disclosure to a bank regulatory authority is necessary
in connection with any regulatory approval or unless compelled to disclose by
judicial or administrative process or, in the written opinion of its counsel, by
other requirements of law or the applicable requirements of any regulatory
agency or relevant stock exchange, all records, books, contracts, instruments,
computer data and other data and information (collectively, "Information")
concerning Seller furnished it by Seller or its representatives pursuant to this
Agreement (except to the extent that such information can be shown to have been
(a) previously known by Buyer on a non-confidential basis, (b) in the public
domain through no fault of Buyer or (c) later lawfully acquired on a
nonconfidential basis from other sources by Buyer) and shall not release or
disclose such Information to any other person, except its auditors, attorneys,
financial advisors, bankers, other consultants and advisors, in each case only
to the extent such persons have a need to know such information in order to
properly advise Buyer, and, to the extent permitted above, to bank regulatory
authorities. The obligations of Buyer in the preceding sentence shall terminate
upon the Closing with respect to information relating to the Branches. In the
event of termination of the transactions contemplated in this Agreement prior to
Closing, Buyer shall return to Seller all such records, books, contracts,
instruments, computer data and other data or information and all copies thereof
in its possession or the possession of third parties subject to its direction,
and shall certify in writing as to the foregoing.

                                       14
<PAGE>

                                  ARTICLE VIII

                               COVENANTS OF SELLER
                               -------------------

         8.1 ASSISTANCE IN OBTAINING REGULATORY APPROVALS. Seller shall be
responsible for the preparation and filing and for all fees, expenses and costs
incurred in the preparation and filing of, any required transfer application for
OTS approval.

         8.2 CONSENTS AND NOTICES. Seller: (i) will use commercially reasonable
efforts to obtain prior to the Closing Date all consents, approvals or
authorizations required to be obtained by it for the consummation of the
transactions contemplated hereby; and (ii) will publish and issue all notices
required by all governmental authorities or agencies required for the execution,
delivery and performance by Seller of this Agreement and the consummation by it
of any transactions contemplated hereby.

         8.3 ACCESS TO RECORDS AND INFORMATION; PERSONNEL; CUSTOMERS.

                  (a) Between the Signature Date and the Closing Date, Seller
shall afford to Buyer and its authorized agents and representatives access,
during normal business hours, to the operations, books, records, contracts,
documents and other information of or relating to the Deposits and Assets to be
transferred to Buyer as contemplated herein, and, as to the Real Estate, subject
to the access requirements contained in the Real Estate Agreement, and shall
provide Buyer a true copy of the form of all contracts, agreements, and other
documents governing or specifying the terms of the relationship between Seller
and its customers at the Branches. Reasonable notice for access shall be given
to Seller by Buyer. The date and time of such access will then be mutually
agreed upon by both Parties. Seller shall cause its personnel to provide
assistance to Buyer in Buyer's investigation of matters relating to such
Deposits, Account Loans, Assets and Safe Deposit Boxes; provided, however, that
Buyer's investigation shall be conducted in a manner which does not unreasonably
interfere with Seller's normal operations, customers and employee relations; and
provided further, that Buyer and its authorized agents and representatives shall
be afforded physical access to the Branches over the weekend immediately prior
to the Closing Date.

                  (b) Buyer, with Seller's prior written consent, may, at its
own expense, upon regulatory approval of the transaction contemplated by this
Agreement, communicate with, and deliver information, brochures, bulletins,
press releases and other communications to depositors of the Branches concerning
such transaction and concerning the business and operations of Buyer.

         8.4 CONDUCT OF BUSINESS PENDING CLOSING. Between the Signature Date and
the Closing Date, and except as may otherwise be required by a regulatory
authority, Seller shall conduct its business at the Branches in the ordinary
course consistent with past practice and shall not, without the prior consent of
Buyer, which consent shall not be unreasonably withheld:

                  (a) Cause the Branches to engage or participate in any
transaction that would materially and adversely affect the Deposits, Account
Loans, Assets or Safe Deposit Boxes, except in the ordinary course of business;

                                       15
<PAGE>

                  (b) Cause the Branches to transfer to Seller's other branches
any Deposits to be transferred to Buyer as contemplated herein, except upon the
unsolicited request of a depositor in the ordinary course of business;

                  (c) Increase or agree to increase the salary, remuneration or
compensation of persons employed at the Branches other than in accordance with
Seller's customary policies and/or bank-wide changes, or pay or agree to pay any
bonus not committed or contemplated prior to the date of this Agreement to any
such Employees other than regular bonuses granted based on historical practice
or in connection with the retention bonus program instituted by Seller in
contemplation of the transactions described herein;

                  (d) Enter into any commitment, agreement, understanding or
other arrangement to dispose of the Assets and Liabilities to be transferred to
Buyer as contemplated herein, other than pursuant to the terms of this
Agreement;

                  (e) Invest in any new Fixed Assets of the Branches, except for
commitments made and disclosed to Buyer in writing on or before the Signature
Date and for replacements of furniture, furnishings and equipment and normal
maintenance and refurbishing purchased or made in the ordinary course of
business;

                  (f) Cause or permit the Branches to transfer to Seller's other
operations or branches any Account Loans or Fixed Assets of the Branches; and

                  (g) Transfer, assign, permit any Encumbrance to exist with
respect to or otherwise dispose of, or enter into any contract, agreement or
understanding to transfer, assign, cause or permit any Encumbrance to exist
(which Encumbrance would not be permitted under Section 6.6) with respect to or
otherwise dispose of, any of the Assets except in the ordinary course of
business and subject to the other provisions of this Section 8.4.

         8.5 BOOKS AND RECORDS. Seller shall retain (i) all books and records
relating to the Branches which are not ordinarily maintained at the Branches
along with transaction tickets through the Closing Date and all records of
closed accounts, except books and records from centralized servicing areas
(including, but not limited to, W-8 and W-9 Certifications), and (ii) all
transaction documents related to the Deposits. On the Closing Date, Seller shall
deliver to Buyer possession of, and all of Seller's right, title and interest to
and in, the Records. All transaction documents, books and records which are
retained by Seller after the Closing Date and which relate directly to
transactions involving Assets and Deposits of the Branches occurring prior to
the Closing Date shall (i) be maintained for a period which is at least the
longer of the period required by law or the normal retention period under
Seller's record retention program, unless the Parties shall, applicable law
permitting, agree upon a shorter period; and (ii) even if such transaction
documents, books and records are relocated to third-party long-term storage
facilities or transferred to microfilm or other media in accordance with
Seller's normal practices, shall upon Buyer's request pursuant to a customer's
reasonable inquiry, be made available to Buyer at no cost. For any purpose other
than pursuant to a customer's reasonable inquiry, unless the Parties agree to
another arrangement, Seller shall provide such transaction documents, books and
records as Buyer may deem desirable at Seller's regular customer service charge
for research and copying, except if such purpose is reasonably necessary to
permit Buyer to comply with or contest any applicable legal, tax, banking,
accounting or regulatory policies, requirements or proceedings, arising out of
the obligations of Seller prior to Closing, in which case no charge shall be
made.

                                       16
<PAGE>

         8.6 INSURANCE POLICIES. Seller will maintain in effect until the
Closing all insurance policies set forth in Schedule 6.10 attached hereto or
replacement policies providing coverage at least equal to their current
coverage.

         8.7 FURTHER ASSURANCES. On and after the Closing Date, Seller shall (i)
give such reasonable further assurances to Buyer and upon Buyer's request shall
execute, acknowledge and deliver all such acknowledgments and other instruments
and take such reasonable further action as may be necessary and appropriate to
effectively relieve and discharge Buyer from any obligations remaining under the
Deposits transferred to Buyer, except obligations assumed under this Agreement;
and (ii) give such further assistance to Buyer and shall execute, acknowledge
and deliver all such bills of sale, acknowledgments and other instruments and
take such further action as may be necessary and appropriate effectively to vest
in Buyer full, legal and equitable title to the Assets transferred to Buyer;
provided, however, that Seller need not incur any material costs or expenses in
connection with the undertakings contained in this sentence unless such costs or
expenses are paid by Buyer. In particular, and without limiting the foregoing:

                  (a) After the Closing Date, Seller shall mail or, upon Buyer's
written request and at the sole cost and expense of Buyer, deliver by overnight
courier, in either case, to Buyer promptly after receipt thereof by Seller all
payments relating to Account Loans or amounts intended for deposit to the
accounts which are part of the Deposits transferred to Buyer or otherwise
relating to such Deposits or Account Loans;

                  (b) With respect to checks or drafts against accounts which
are Deposits transferred to Buyer, Seller and Buyer shall cooperate with one
another such that on and after the Closing Date, each such item which is coded
for presentment to Seller or to any bank for the account of Seller, is delivered
to Buyer in a timely manner and in accordance with Section 13.6, applicable law
and Clearing House rules or agreement;

                  (c) Except as otherwise contemplated by this Agreement, Seller
shall remove any supply of money orders, traveler's checks and other forms and
papers (other than Records) located at the Branches not later than the close of
business on the Closing Date; and

                  (d) Not earlier than 2:00 p.m. on the Closing Date, Seller
shall void all ATM access cards issued by it to customers of the Branches except
for customers that are also deposit customers of other branches of Seller.

                  (e) On or before twenty-one days after the Closing, Seller
will provide to Buyer a transaction history report in mutually acceptable form
with respect to the Deposits, covering the fourth quarter of 1999. In the event
Seller enters into an agreement contemplating the merger or consolidation of
Seller with and into another financial institution (where Seller is not the
surviving entity) or the sale of all or substantially all of the assets of
Seller, Seller shall provide a similar transaction history report in similar
form for the second and third quarters of 1999.

         8.8 CONSENTS. Seller shall secure all necessary corporate consents,
shall use commercially reasonable efforts to secure all consents and releases
required of third parties (except those regarding Buyer) and shall comply with
all applicable laws, regulations and rulings in connection with this Agreement
and the consummation of the transactions contemplated hereby.

                                       17
<PAGE>

         8.9 OPERATION OF BRANCHES. From and after the date of this Agreement
until the Closing Date, Seller shall operate and manage the Branches in the
normal and ordinary course and in accordance in all material respects with all
applicable federal, state and local laws, ordinances and requirements and
private covenants, conditions, restrictions and other agreements, and maintain
the Branches in good order, condition and repair in all material respects.
Seller shall punctually pay and perform all of its obligations under the Branch
Leases and related service contracts, and pay before delinquency all taxes,
assessments, utility charges and other expenses affecting the Branches except to
the extent contested in good faith by appropriate proceedings. After the
Signature Date, Seller shall use commercially reasonable efforts to retain at
the Branches the Deposits which are domiciled at the Branches as of the date of
this Agreement; provided, that Seller shall not pay above-market rates on the
Deposits to do so. Without limiting the generality of the foregoing, Seller
shall not change its pricing policies with respect to the deposits at the
Branches, nor shall Seller change the terms of deposits offered at the Branches
or introduce new deposit products at the Branches, except, in each case, where
such changes in pricing policies or terms in deposits, or new deposit products,
are made or introduced on a company-wide basis or in the ordinary course of
Seller's business.

         8.10 SERVICE AND MAINTENANCE CONTRACTS. Seller shall, if requested by
Buyer, use commercially reasonable efforts to continue to make the services and
benefits of any service and maintenance contracts related to the Branches
available to Buyer and in such event and if Buyer elects to assume such
contracts and such contracts are permitted to be assumed, Buyer shall pay at the
contract rate for any desired services to be rendered to it after the Closing
Date pursuant to any such contract. Seller has provided, or will provide, on or
before five days from the Signature Date, to Buyer copies of service and
maintenance contracts related to the Branches which are outstanding as of the
Signature Date. With respect to any such contracts, Buyer shall, not later than
fifteen (15) days after the Signature Date, notify Seller of those contracts
which it elects to assume (to the extent permitted by the relevant contract and
law), and Seller shall assign all of its right, title and interest in such
contracts so assumed to Buyer at the Closing pursuant to documents and
agreements in form and substance reasonably satisfactory to Buyer.

         8.11 REPURCHASE OF CERTAIN ACCOUNT LOANS AND DEPOSITS. Seller agrees,
on the first Business Day following the date which is thirty (30) days following
Closing, (a) to repurchase from Buyer any Account Loan and to reassume any
obligations under any associated Deposit which (i) at Closing, was listed on the
Schedule of Delinquent Account Loans and (ii) on the date which is thirty (30)
days following Closing, remained delinquent; and (b) to repurchase from Buyer
any Deposit and to reassume any obligations under such Deposit which (i) at
Closing, was a Negative Balance Deposit and (ii) on the date which is thirty
(30) days following Closing, remained a Negative Balance Deposit, for a cash
repurchase price equal to the negative balance of such Deposit on the Closing
Date. For purposes of the foregoing sentence, an Account Loan shall be
considered delinquent if such loan is more than sixty (60) days past due at the
applicable time. Seller and Buyer shall cooperate in the repurchase of such
Account Loans and Deposits and the reassumption of obligations under such
Account Loans and Deposits.

         8.12 SIGNS. Buyer shall, at its own cost, remove all exterior and
interior signs identifying Seller at the Branches and restore exterior surfaces.
The parties shall cooperate with each others efforts with respect to the
foregoing to the extent reasonable.

                                       18
<PAGE>

         8.13 COOPERATION. Seller shall use all commercially reasonable efforts
to assist Buyer in preparing for and in conducting a smooth and orderly
transition of operations at the Branches from Seller to Buyer, including,
without limitation, the provision on a reasonably prompt basis of such
information and access to personnel of Seller at the Branches during business
hours as may reasonably be requested by Buyer for such purpose; provided that
such efforts shall not materially interfere with Seller's normal business
operations.

         8.14 CONFIDENTIALITY. Seller shall hold, and shall cause its respective
directors, officers, employees, agents, consultants and advisors to hold, in
strict confidence, unless disclosure to a bank regulatory authority is necessary
in connection with any regulatory approval or unless compelled to disclose by
judicial or administrative process or, in the written opinion of its counsel, by
other requirements of law or the applicable requirements of any regulatory
agency or relevant stock exchange, all records, books, contracts, instruments,
computer data and other data and information (collectively, "Information")
concerning Buyer furnished it by Buyer or its representatives pursuant to this
Agreement (except to the extent that such information can be shown to have been
(a) previously known by Seller on a non-confidential basis, (b) in the public
domain through no fault of Seller or (c) later lawfully acquired on a
nonconfidential basis from other sources by Seller) and shall not release or
disclose such Information to any other person, except its auditors, attorneys,
financial advisors, bankers, other consultants and advisors, in each case only
to the extent such persons have a need to know such information to properly
advise Seller, and, to the extent permitted above, to bank regulatory
authorities. The obligations of Seller in the preceding sentence shall terminate
upon the Closing with respect to information relating to the Branches. In the
event of termination of the transactions contemplated in this Agreement prior to
Closing, Seller shall return to Buyer all such records, books, contracts,
instruments, computer data and other data or information and all copies thereof
in its possession or the possession of third parties subject to its direction,
and shall certify in writing as to the foregoing.

         8.15 UPDATING OF SCHEDULES. On or before five (5) Business Days after
the Signature Date, Seller shall amend and restate, or confirm Schedule 3.2(b)
and Schedule 3.3 attached hereto based upon consultation with Branch personnel,
and such Schedules as amended and restated or as confirmed shall constitute the
final Schedule. In the case of Schedule 3.3, such amendment and restatement may
consist of providing copies of the agreements listed on Schedule 3.3 as
constituted on the Signature Date.


                                   ARTICLE IX

                                 NON-COMPETITION
                                 ---------------

         9.1 SOLICITATION. For a period of twelve (12) months following the
Closing Date, Seller will not, directly or indirectly, knowingly solicit
deposits by the use of direct mail, telemarketing, internet marketing programs
or other marketing methods specifically directed at people or entities (i)
within a five (5.0) mile radius of the Blue Jay or Big Bear Branches or (ii)
within a two-and-one half (2.5) mile radius of the Fullerton Branch or (iii) at
customers of the Branches. Notwithstanding the previous sentence, this Section
9.1 shall not limit the right of Seller to solicit customers through a general
marketing program (including, without limitation, a website) not targeted to

                                       19
<PAGE>

customers of the Branches or to solicit customers who are also customers of
other operations or branches of Seller or are customers with respect to
nondeposit investment products administered by Seller or an affiliate thereof.

         9.2 NON-COMPETITION. For a period of twelve (12) months following the
Closing Date, Seller shall not, directly or indirectly, without the prior
written consent of Buyer, own, operate or purchase an office of a savings and
loan association, commercial bank, savings bank or depositary institution within
a five (5.0) mile radius of the Big Bear or Blue Jay Branches or within a
two-and-one half (2.5) mile radius of the Fullerton Branch. This Section 9.2
shall not prohibit Seller from acquiring a branch or branches within such radius
when such acquisition is part of a multi-branch purchase from, or a merger with,
another financial institution.

                                   ARTICLE X

                              CONDITIONS TO CLOSING
                              ---------------------

         10.1 CONDITIONS TO THE OBLIGATIONS OF BUYER. Unless waived in writing
by Buyer, the obligations of Buyer to consummate the transaction contemplated by
this Agreement are subject to the satisfaction, in good faith, at or prior to
the Closing of the following conditions:

                  (a) PERFORMANCE. Each of the acts and undertakings of Seller
to be performed at or before the Closing Date pursuant to this Agreement shall
have been duly performed in all material respects.

                  (b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Seller contained in this Agreement shall be true and complete on
and as of the Closing Date with the same effect as though made on and as of the
Closing Date.

                  (c) ABSENCE OF PROCEEDINGS AND LITIGATION. No order shall have
been entered and remain in force at the Closing Date restraining or prohibiting
any of the transactions contemplated by this Agreement in any legal,
administrative or other proceeding and no action or proceeding shall have been
instituted or threatened on or before the Closing Date pertaining to the
transactions contemplated by this Agreement which, in the reasonable judgment of
Buyer, could be materially adverse to Buyer's consummating this Agreement.

                  (d) REGULATORY APPROVALS. All required licenses, approvals and
consents of any relevant state, federal or other regulatory agencies shall have
been obtained and all necessary conditions to those licenses, approvals and
consents shall have been fully satisfied; provided, however, that if any such
licenses, approvals or consents are qualified or conditioned in any manner which
materially and adversely affects the operations of the Branches as a branch of
Buyer, or otherwise materially adversely affects Buyer or the conduct of Buyer's
business, this condition may be deemed by Buyer to be unsatisfied.

                  (e) DOCUMENTS. In addition to the documents described
elsewhere in this Section 10.1, Buyer shall have received the following
documents from Seller duly executed:

                       (1) A General Bill of Sale and Assignment and Assumption
substantially in the form of Exhibit B hereto.

                       (2) A Retirement Accounts Transfer Agreement
substantially in the form of Exhibit D hereto.

                                       20
<PAGE>

                       (3) A certificate of the Secretary or Assistant Secretary
of Seller as to the incumbency and signatures of officers.

                       (4) Such other bills of sale and other instruments and
documents as counsel for Buyer may reasonably require as necessary or desirable
for transferring, assigning and conveying to Buyer good, marketable and
insurable title to the Assets to be transferred to Buyer as contemplated herein,
all in form and substance reasonably satisfactory to counsel for Buyer.

                       (5) A certificate signed by duly authorized officers of
Seller stating that the representations and warranties of Seller under Article
VI of this Agreement are true as of the Closing Date, that the respective
covenants of Seller to be performed on or before the Closing Date have been
performed in all material respects, and that the conditions set forth in this
Section 10.1 have been satisfied.

                       (6) Resolutions of Seller's Board of Directors, certified
by its Secretary or Assistant Secretary, authorizing the signing and delivery of
this Agreement and the consummation of the transactions contemplated hereby.

                       (7) A computer printout of Deposits being transferred to
Buyer.

                       (8) A list of holds pursuant to Section 13.7.

                       (9) A copy of the form of the notice Seller sent to its
customers in accordance with Section 13.1, and the final customer list
contemplated by Section 13.1.

                       (10) The Records relating to the Branches.

                       (11) The conveyance and assignment documents pursuant to
the Real Estate Agreement.

                       (12) A schedule listing the Account Loans and associated
Deposits which are sixty 60 days delinquent as of the Closing (the "Delinquent
Account Schedule").

                       (13) Such other documents and instruments as Buyer may
reasonably request in connection with the performance by Seller of any of its
obligations hereunder.

                  (f) ESCROWS. The escrows pursuant to the Real Estate Agreement
shall have been established and such escrows shall have closed concurrently with
the transactions described herein.

                  (g) NO MATERIAL ADVERSE CHANGE. No material adverse change
shall have occurred affecting (i) the Branches and the Assets, taken as a whole
or (ii) the ability to conduct operations at the Branches.

                  (h) REIMBURSEMENT. Buyer shall have received cash in an amount
equal to the payment to be made at Closing under Sections 2.2 and 2.3, which
cash payment may, but shall not be required to, be made through the credit by
Buyer to Seller of the Purchase Price under the Mortgage Loan Purchase
Agreement.

                                       21
<PAGE>

                  (i) REAL ESTATE DUE DILIGENCE. Buyer shall have received, on
or before the expiration of the period set forth in Section 3.2(a), Phase I
and/or other environmental reports on each of the Branches and the related Real
Estate that are satisfactory to Buyer.

                  (j) AMENDED AND RESTATED SCHEDULES. Buyer shall have
determined that any amended and restated schedules delivered to Buyer pursuant
to Section 8.15 are reasonably acceptable in within three Business Days after
delivery thereof.

         10.2 CONDITIONS TO THE OBLIGATIONS OF SELLER. Unless waived in writing
by Seller, the obligations of Seller to consummate the transaction contemplated
by this Agreement are subject to the satisfaction, in good faith, at or prior to
the Closing of the following conditions:

                  (a) PERFORMANCE. Each of the acts and undertakings of Buyer to
be performed at or before the Closing Date pursuant to this Agreement shall have
been duly performed in all material respects.

                  (b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Buyer contained in Article V of this Agreement shall be true and
complete on and as of the Closing Date with the same effect as though made on
and as of the Closing Date.

                  (c) ABSENCE OF PROCEEDINGS AND LITIGATION. No order shall have
been entered and remain in force at the Closing Date restraining or prohibiting
any of the transactions contemplated by this Agreement in any legal,
administrative or other proceeding and no action or proceeding shall have been
instituted or threatened on or before the Closing Date pertaining to the
transaction contemplated by this Agreement which, in the reasonable judgment of
Seller, could be materially adverse to Seller's consummating this Agreement.

                  (d) REGULATORY APPROVAL. All required licenses, approvals and
consents of any relevant state, federal or other regulatory agencies shall have
been obtained and all necessary conditions to those licenses, approvals and
consents shall have been fully satisfied.

                  (e) DOCUMENTS. In addition to the documents described
elsewhere in this Section 10.2, Seller shall have received the following
documents from Buyer duly executed:

                       (1) A General Bill of Sale and Assignment and Assumption
substantially in the form of Exhibit B hereto.

                       (2) An Assumption of Deposit Liabilities substantially in
the form of Exhibit C hereto.

                       (3) A Retirement Accounts Transfer Agreement
substantially in the form of Exhibit D hereto.

                       (4) A certificate of the Secretary or Assistant Secretary
of Buyer as to the incumbency and signatures of officers.

                       (5) A certificate signed by duly authorized officers of
Buyer stating that the representations and warranties of Buyer under Article V
of this Agreement are true as of the Closing Date, and that the respective
covenants of Buyer to be performed on or before the Closing Date have been
performed in all material respects, and that the conditions set forth in this
Section 10.2 have been satisfied.

                                       22
<PAGE>

                       (6) All relevant documents relating to the establishment
and closing of the escrows as required by Section 10.1(g).

                       (7) Such other documents or instruments as Seller may
reasonably request in connection with the performance by Buyer of any of its
obligations hereunder.

                       (8) Resolutions of Buyer's Board of Directors, certified
by its Secretary or Assistant Secretary, authorizing the signing and delivery of
this Agreement and the consummation of the transactions contemplated hereby.

                                   ARTICLE XI

                                   TERMINATION
                                   -----------

         11.1 CONDITIONS FOR TERMINATION. This Agreement shall terminate and be
of no further force and effect as between the Parties hereto, upon the
occurrence of any of the following:

                  (a) By either Party upon the expiration of fifteen (15) days
after the refusal or denial by any governmental agency of any approvals or
consents required to be obtained pursuant to this Agreement, unless, within such
fifteen (15) day period, the relevant Party resubmits the application or appeals
the decision of the governmental entity that has denied or refused to grant such
consent or approval and, in such event, by either Party upon the expiration of
five (5) days after the denial or refusal by such governmental agency of such
appeal or resubmitted application.

                  (b) By a Party upon the expiration of five (5) Business Days
from the date that such Party has given written notice to the other Party of (i)
such other Party's material breach of any covenant under this Agreement or the
Real Estate Agreement; or (ii) such other Party's material breach of a
representation and warranty under this Agreement or the Real Estate Agreement,
or (iii) the failure of any condition to such Party's obligations under this
Agreement or the Real Estate Agreement, provided, however, that no such
termination shall take effect if within such five (5) day period the Party so
notified shall have fully and completely corrected the grounds for termination
as specified in such notice.

                  (c) Upon the termination of the Real Estate Agreement.

                  (d) Upon the failure to consummate the transaction by July 31,
2000 unless extended by mutual agreement in writing of the Parties.

                  (e) Upon mutual consent of the Parties to terminate.
Notwithstanding anything to the contrary herein contained in this Agreement, no
Party shall have the right to terminate this Agreement on account of its own
breach or any immaterial breach by the other Party.

         11.2 EFFECT OF TERMINATION. Termination of this Agreement pursuant to
Section 11.1 or for any reason or in any manner shall not release, or be
construed to release, any Party hereto from liability or damage to any other
Party arising out of, in connection with, or otherwise relating to, directly or
indirectly, such Party's material breach, default or failure in performance of
any material covenants, agreements, duties or obligations arising hereunder.

         11.3 TERMINATION FEE.

                                       23
<PAGE>

                  (a) Seller agrees that if this Agreement is terminated by
Buyer under paragraph (b) of Section 11.1 due to the failure of Seller to
consummate the transaction notwithstanding the satisfaction of all conditions to
Seller's obligations set forth in Section 10.2, Seller shall promptly and in any
event within ten days of such termination pay to Buyer, as liquidated damages, a
cash termination payment in an amount equal to $____________.

                  (b) Buyer agrees that if this Agreement is terminated by
Seller under paragraph (b) of Section 11.1 due to the failure of Buyer to
consummate the transaction notwithstanding the satisfaction of all conditions to
Buyer's obligations set forth in Section 10.1, Buyer shall promptly and in any
event within ten days of such termination pay to Seller, as liquidated damages,
a cash termination payment in an amount equal to $_________.

         THE PARTIES AGREE THAT IN THE EVENT OF TERMINATION OF THIS AGREEMENT
DUE TO A MATERIAL BREACH OF COVENANT BY THE OTHER PARTY AS DESCRIBED IN SECTIONS
11.3(A) OR 11.3(B), IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE
THE DAMAGES SUFFERED BY THE NONBREACHING PARTY AS A RESULT OF SUCH BREACH AND
RESULTING TERMINATION. THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING
AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED IN THIS
PARAGRAPH REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH A PARTY WILL
INCUR AS A RESULT OF SUCH BREACH BY THE OTHER PARTY; PROVIDED, HOWEVER, THAT
THIS PROVISION WILL NOT WAIVE OR AFFECT EITHER PARTY'S INDEMNITY OBLIGATIONS
UNDER THIS AGREEMENT. THEREFORE, BUYER AND SELLER AGREE THAT A REASONABLE
ESTIMATE OF THE TOTAL NET DETRIMENT THAT THE NONBREACHING PARTY WOULD SUFFER IN

                                       24
<PAGE>

THE EVENT OF THE OTHER PARTY'S BREACH IS AN AMOUNT EQUAL TO THE AMOUNT SET FORTH
IN THIS SECTION 11.3, AND THIS AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED
DAMAGES UNDER THE FOREGOING CIRCUMSTANCES. THE FOREGOING AMOUNT IS NOT INTENDED
AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS
3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER
PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.


                                   ----------

                                Buyer's initials



                                   -----------

                                Seller's initials




                                  ARTICLE XII

                                    EMPLOYEES
                                    ---------

         12.1 EMPLOYEES. Buyer shall in good faith consider for employment all
employees of Seller at the Branches; PROVIDED, that the decision whether to
employ each such employee shall be made solely by Buyer in accordance with its
normal personnel policies, procedures and criteria. Buyer shall meet with the
Employees employed at the Branches no later than seven (7) days after the
transaction is communicated by the Seller to the Employees. Seller agrees to
give Buyer access to personnel files concerning each of the Employees employed
at the Branches within seven (7) days of receiving such Employee's written
consent for such release. Seller shall use commercially reasonable efforts to
obtain such consent from each of its Employees as soon as practicable after the
initial meeting with Employees employed at the Branches.

         Beginning on the date on which any of Seller's Employees are hired by
Buyer, Buyer shall assume all obligations and liabilities which may arise as a
result of Buyer's employment of such Employees on or after such first date of
employment of such Employees. Nothing contained herein is to be construed as
offering or creating an employment contract for any such Employee or any other
obligation to employ such Employees. All Employees of the Branches will have
their earned compensation required to be paid by law, including without
limitation accrued vacation, paid in full by Seller through the Closing Date,
or, in the case of incentive based compensation earned prior to Closing, at such
time as such compensation is required to be paid in accordance with Seller's
compensation practices.

         This Agreement is not intended to create and does not create any
contractual or legal rights in or enforceable by any Employee. Buyer agrees to
obtain prior approval of Seller before sending any communications to any
Employee employed at the Branches concerning the subject matter of this Section

                                       25
<PAGE>

12.1, which approval shall not be unreasonably withheld, and Seller shall not
solicit any such Employees to remain employees of Seller unless Buyer has
decided not to offer employment to such Employee or such employee declines
Buyer's offer of employment. This Agreement may be amended or terminated without
liability to any Employee.

         Buyer shall have the right but not the obligation prior to the Closing
to provide training to any Employees that will become employees of Buyer after
the Closing as set forth in this Section 12.1. Buyer may distribute Seller's
Employee training programs in CD/ROM form, and Employees may view such training
materials, at the Branches during business hours, at no expense to Buyer
provided that the distribution and viewing of such training materials shall not
materially interfere with the conduct of business at any Branch. Other training
shall be at the expense of Buyer and shall be conducted on Saturday or after
business hours at a location other than the Branches. Seller shall cooperate
with Buyer to use commercially reasonable efforts to make such Employees
available for such training prior to the Closing.

         12.2 EMPLOYEE BENEFITS. All Employees at the Branches who become
employees of Buyer ("Transferred Employees") will, on and as of the Closing
Date, be immediately eligible to participate in employee benefit plans and other
fringe benefits and rights, including without limitation severance plans and
vacation pay, enjoyed by employees of Buyer in comparable positions including
any pension or 401(k) plans. For all employee benefit plans except any pension
or 401(k) plans, the Transferred Employees will be given immediate credit for
their length of service with Seller for all purposes.

                                  ARTICLE XIII

                                OTHER AGREEMENTS
                                ----------------

         13.1 NOTICES TO DEPOSITORS. Seller shall provide Buyer, as soon as
practicable and in any event prior to the Closing, with a customer list
regarding the accounts to be assumed by Buyer as contemplated herein, together
with data tapes. On the Closing Date, Seller shall provide Buyer a final
customer list of the assumed accounts. At the time that Seller provides to Buyer
the customer lists pursuant to this paragraph, Seller shall notify Buyer of any
customer addresses which Seller is aware are invalid.

         As soon as practicable after receipt of all required regulatory
approvals, Seller shall notify the holders of the Deposits to be assumed by
Buyer that, subject to closing requirements, Buyer will be assuming the
liability of the Deposits and may not continue services provided by Seller which
are not routinely offered by Buyer. The notification will be based on the list
and data tapes referred to in the preceding paragraph and a listing maintained
at Seller's Branch of the new accounts opened since the date of the list. Buyer
shall send notification to the same holders setting out the details of its
administration of the assumed accounts. Each Party shall obtain the approval of
the other of its notification letter(s), which approval shall not be
unreasonably withheld or delayed.

         13.2 SAFE DEPOSIT BOXES. As soon as practicable after receipt of all
required regulatory approvals, the Seller shall notify by letter renters of Safe
Deposit Boxes located at the Branches of the disposition of their Safe Deposit
Boxes as of the Closing Date. In the event of removal of such boxes by Buyer to
a new location, the Parties agree to cooperate in the safe and lawful transfer
of such boxes. The costs and expenses incurred in the transfer and security of
such boxes will be borne by Buyer. All key or other deposits related to the Safe

                                       26
<PAGE>

Deposit Boxes which are held by Seller shall be transferred to Buyer as of the
Closing Date as part of the Closing.

         13.3 INCOMING DEPOSITS AND MAIL. In the event Seller receives after the
Closing Date, a deposit, payment, legal process or mail with respect to the
Assets or Deposits transferred to Buyer, Seller shall, at Seller's expense, mail
such deposit, payment, legal process or other mail to Buyer within one (1)
Business Day after receipt thereof at the address Buyer may from time to time
designate.

         13.4 RETURNED ITEMS. Any items that were (i) credited for deposit to,
or (ii) cashed against, an account at the Branches prior to the Closing and are
returned unpaid at any time after the Closing and within the guidelines
specified under "Regulation CC" of the Federal Reserve System ("Returned Items")
will be handled as follows:

                  (a) If Seller is charged for the Returned Item, Seller shall
notify Buyer and if there are sufficient funds in the account to which such
Returned Item was credited or any other accounts on deposit with Buyer in the
name of the party liable for such Returned Item and which Buyer may lawfully
debit for such purpose, Buyer will debit any or all of such accounts an amount
equal in the aggregate to the Returned Item or all funds available in the
subject account, if less. If there are not sufficient funds in the accounts
which may be debited (for reasons other than Buyer's breach of Section 13.7),
Buyer will have no obligation to repay Seller unless and until Buyer obtains
reimbursement from the party liable for the Returned Item, and in such event
Buyer shall pay over to Seller the amount of such reimbursement, after reduction
by the amount of the applicable Deposit Premium Percentage thereof.

                  (b) If Buyer's bank account is charged for the Returned Item,
Buyer will use reasonable efforts to obtain reimbursement from the account to
which, or from the party to whom, the Returned Item was credited. If there are
sufficient funds in the account to which such Returned Item was credited or any
other accounts on deposit at any branch office of Buyer standing in the name of
the party liable for such Returned Item and which Buyer may lawfully debit for
such purpose, Buyer will debit any or all of such accounts in an amount equal in
the aggregate to the Returned Item. If those accounts do not contain funds
sufficient to reimburse Buyer fully (for reasons other than Buyer's breach of
Section 13.7), Seller will, upon notice from Buyer, immediately repay to Buyer
the amount of the Returned Item plus an amount equal to the applicable Deposit
Premium Percentage thereof and Buyer will assign the Returned Item to Seller.
For a reasonable period of time after reimbursement from Seller, Buyer will
cooperate with Seller in its efforts to obtain reimbursement from the party
liable for the Returned Item.

                  (c) Any items that were credited for deposit to or cashed
against an account at the Branches prior to the Closing Date and are returned
unpaid more than sixty (60) days after the Closing will be the responsibility of
Seller.

         13.5 ACH ITEMS AND WIRE TRANSFERS. Buyer and Seller shall use
commercially reasonable efforts to transfer all ACH arrangements to Buyer as
soon as practicable after the Closing Date. Buyer shall continue such ACH
arrangements and such recurring debit and credit arrangements as are originated
and administered by third parties and for which Buyer need act only as
processor; Buyer shall have no obligation to continue recurring debit
arrangements that were originated or administered by Seller, and Seller shall
terminate such arrangements on or prior to the Closing Date. After the Closing
Date, Seller will use commercially reasonable efforts to (i) telecopy or deliver
to Buyer on each Business Day after receipt, at the address designated by the

                                       27
<PAGE>

Buyer, a summary of ACH Items affecting the Deposits (such summary to include
claim number, suffix (if applicable), source name, trace id, client name and
effective date); and (ii) remit by wire transfer to Buyer all ACH Item funds
that are intended for Deposit accounts being transferred to Buyer; provided,
however, that Seller's obligation to deliver such summaries and to forward such
ACH Items shall continue for not more than one hundred and twenty (120) days
after the Closing Date, unless an extension is agreed upon. Extensions must be
agreed upon by Buyer and Seller not less than seven (7) days prior to the end of
such period. Thereafter, Seller will return all ACH Items to the originator
marked "Account sold to another DFI."

         ACH transfers which have not been rerouted directly to Buyer after
sixty (60) days from Closing, shall be handled as follows: (i) Buyer shall
notify such ACH users that they must contact the ACH originator and complete the
transfer; (ii) if the transfer remains unconcluded after ninety (90) days from
Closing, Buyer shall renotify such ACH users that their ACH transaction will
cease to be processed within the one month period following said notification;
and, (iii) after one hundred twenty days (120) from Closing, Seller shall return
the ACH transaction to the originator, marked "Account sold to another DFI."

         For a period of thirty (30) days from the Closing, Seller shall, upon
receipt thereof, notify Buyer of incoming wire transfers to an account(s) of a
Deposit transferred to Buyer at the Closing and shall use commercially
reasonable efforts to wire same to Buyer on the same day the funds of such
incoming wire transfer for the account(s) of such Deposit.

         13.6 CHECKING ACCOUNTS. Within ten (10) Business Days following the
Closing Date, Buyer, at its sole expense, will mail to holders of those Deposits
acquired from Seller which may be accessed by checks, new checks MICR encoded
with Buyer's routing and transit numbers and the Buyer's customer identification
number. On a daily basis, Seller, at its sole expense, will outsort all Branch
checks received by it drawn on accounts assumed by Buyer and prepare them for
delivery within one Business Day to Buyer's service center at Buyer's expense.
Buyer shall either pay the items or return them in accordance with the customer
agreement and the California Uniform Commercial Code and all applicable federal
laws and regulations. Seller's obligation to outsort and deliver such Branch
checks shall continue for sixty (60) days after the Closing Date. After the
sixty (60) day period, Seller will stop accepting such items and will return
items marked "Refer to Maker."

         Seller will furnish to Buyer a daily accounting of debits to its
clearing account. On a daily basis, Buyer and Seller will agree on the
settlement amounts of inclearing items transferred by Seller to Buyer. Buyer
will remit the settlement amount on the next Business Day, by immediately
available funds, to the Seller.

         13.7 HOLDS. Holds that have been placed by Seller on particular
accounts or on individual checks, drafts, or other instruments and listed on the
schedule referred to in the next sentence will be continued by Buyer under the
same terms. Seller will deliver to Buyer at the Closing a schedule of such holds
which describes the terms thereof.

         13.8 RETIREMENT ACCOUNTS. Buyer will assume certain Retirement Accounts
held at Seller's Branch according to the terms contained herein and in the
Retirement Accounts Transfer Agreement attached hereto as Exhibit D. Buyer shall
not collect an annual fee for 2000.

                                       28
<PAGE>

         13.9 CARD PROCESSING. Seller will void on and as of the Closing Date
all (i) ATM access cards issued by it to customers of the Branches who will not
have ATM-accessible accounts with Seller after the Closing Date and (ii) debit
cards issued by it to customers of the Branches who will not have debit
card-accessible accounts with Seller after the Closing Date. Seller will notify
the customer in writing as part of the notice requested under Section 13.1
above, of such cancellation of the ATM access cards and debit cards.

         Seller agrees to provide to Buyer the necessary data and tapes
required, prior to the Closing Date, to accommodate the processing of ATM and
debit cards, which may then be issued prior to the Closing Date. Furthermore,
the Parties agree to settle within two (2) Business Days of the ATM transaction
date for transactions occurring prior to Closing or during the conversion period
and for customers with sufficient funds: (i) any and all rejected ATM and debit
card transactions processed after the Closing Date, and (ii) any and all ATM and
debit card transactions processed while the ATM or debit card network could not
communicate with Seller's main host. Buyer agrees to remit the total sum of such
transactions to Seller on the same date the transactions are settled.

         Any claim submitted under "Regulation E" of the Federal Reserve System,
for transaction processed prior to the Closing Date on Deposits transferred to
Buyer, shall be settled as follows:

                  (a) If the claim is submitted to Seller, Seller shall process
the claim under the guidelines specified in "Regulation E," and if a
reimbursement to the customer is determined necessary, Seller shall directly
reimburse the customer.

                  (b) If the claim is submitted to Buyer, Buyer shall refer
claimant to Seller.

         Such settlement shall continue for a period of sixty (60) days
following the Closing Date. All claims submitted after such sixty (60) day
period shall be returned by Seller to the originator of the claim.

         13.10 DATA PROCESSING CONVERSION. The Parties agree to (i) insure the
orderly transfer of all data tapes and processing information, and will
facilitate an electronic and systematic conversion of all applicable data
regarding Account Loans, ATM Cards and Deposits whereby each Party will bear the
cost associated with the transfer of its tapes and information and the
conversion of its data except as otherwise agreed upon; (ii) at a field-to-field
meeting to be held at a time mutually acceptable to the parties but no later
than thirty (30) days after the Signature Date, exchange all data information
necessary to complete such conversion process; (iii) within ten (10) days after
such field-to-field meeting, Seller shall provide all systems information
necessary to complete such conversion processing and provide two (2) sets of the
initial data processing pre-conversion file layout and product definitions; (iv)
provide the final data processing pre-conversion file packages on a timely basis
allowing for pre-conversion; (v) provide any and all additional data processing
information added to the system subsequent to the preparation of the final
reconversion tapes on a day-to-day basis; and (vi) use commercially reasonable
efforts to provide by 12:00 p.m., on the day immediately following the Closing
Date, two (2) sets of final data processing conversion file packages.

         Immediately prior to or at the date of conversion of the data
processing information at the Branches, Seller shall (i) deconvert accounts and

                                       29
<PAGE>

block any further activity with respect thereto, (ii) cycle all accounts, and
(iii) prepare and send out account statements (and provide microfiche, if
available, to Buyer) dated as of the conversion date to all account holders.

         13.11 INTEREST REPORTING. Seller shall report for the current calendar
year up through and including the Closing Date all interest credited to,
interest premiums paid, interest withheld and early withdrawal penalties charged
to the Deposits which are to be assumed by Buyer as contemplated by this
Agreement. Buyer shall report from but not including the Closing Date through
the end of the calendar year all interest credited to, interest withheld from,
and early withdrawal penalties charged to the Deposits assumed by Buyer. Said
reports shall be made to the holders of these accounts and to the applicable
federal and state regulatory agencies.

         13.12 WITHHOLDING. Seller shall deliver to the Buyer on or before the
Closing Date data indicating all "B" notices (TINs do not match) and "C" notices
(under reporting/IRS imposed withholding) issued by the Internal Revenue Service
("IRS") relating to the Deposits transferred to Buyer. Furthermore, any and all
listings of similar notices regarding such Deposits received by Seller from the
IRS will be immediately delivered to Buyer. All notices received by Seller from
the IRS releasing withholding restrictions on Deposits transferred to Buyer will
be immediately delivered to Buyer. Any amounts required by any governmental
agency to be withheld from any of such Deposits (the "Withholding Obligations")
or any penalties imposed by any governmental agency will be handled as follows:

                  (a) Any Withholding Obligations required to be remitted to the
appropriate governmental agency on or prior to the Closing Date will be withheld
and remitted by Seller and any other sums withheld by Seller pursuant to
Withholding Obligations on or prior to the Closing Date shall also be remitted
by Seller to the appropriate governmental agency on or prior to the time they
are due.

                  (b) Any Withholding Obligations required to be remitted to the
appropriate governmental agency after the Closing Date with respect to
Withholding Obligations after the Closing Date and not withheld by Seller as set
forth in Section 13.12(a) above will be withheld and remitted by the Buyer.
Within two (2) days of receipt of such notice, Seller shall notify Buyer and
Buyer shall comply with notification requirements.

                  (c) Any penalties described on "B" notices from the IRS or any
similar penalties which relate to Deposit accounts opened by Seller prior to the
Closing Date will be paid by Seller promptly upon receipt of the notice
providing such penalty assessment resulted from Seller's acts, policies or
omissions. Similarly, any efforts to reduce such penalties shall be the
responsibility of Seller.

                  (d) Any penalties assessed due to information missing from
information filings regarding Deposits transferred to Buyer, including, without
limitation, 1099 forms, shall be paid by Seller. Seller shall pay such penalties
promptly upon receipt of the notice providing such penalty assessment resulting
from Seller's acts, policies or omissions, but shall be entitled to negotiate
such penalties with the IRS in good faith.

         13.13 TAXPAYER INFORMATION. Seller shall deliver to Buyer within three
(3) Business Days after the Closing Date (i) TINs (or record of appropriate
exemption) for all holders of Deposit accounts transferred to Buyer as
contemplated hereby; and (ii) all other information in Seller's possession or
reasonably available to Seller required by applicable law to be provided to the
IRS and/or account holders with respect to the Assets and Deposits transferred,

                                       30
<PAGE>

except for such information which Seller is obligated to make reports pursuant
to Sections 13.11 and 13.12 of this Agreement (collectively, the "Taxpayer
Information"). Seller hereby certifies that such information, when delivered,
shall accurately reflect the information provided by Seller's customers. Seller
shall, according to the terms of Section 14.2 of this Agreement, indemnify, hold
harmless and defend Buyer, Buyer's subsidiaries and Buyer's Affiliates from and
against any and all damages, losses, liabilities, costs, claims, obligations, or
expenses, including legal fees and expenses and fines and penalties arising from
or incurred or imposed in connection with any inaccuracy, act, or omission by
Seller in connection with the collection, recording, filing with appropriate
governmental agencies, or delivery to Buyer of the Taxpayer information.

         13.14 SELLER'S COOPERATION. From and after the Closing, Seller shall
cooperate with Buyer and shall provide assistance in responding to inquiries and
requests of customers of the Branches relating to Deposits transferred to Buyer
at the Closing to the extent such inquiries and requests relate to facts and
circumstances that occurred prior to the Closing.

                                  ARTICLE XIV

                               GENERAL PROVISIONS
                               ------------------

         14.1 SURVIVAL. The representations and warranties made by the Parties
to this Agreement, and their respective obligations to be performed under the
terms hereof at, prior to, or after the Closing, shall not expire with, or be
terminated or extinguished by, the Closing, notwithstanding any investigation of
the facts constituting the basis of the representations and warranties of either
Party by the other Party hereto; provided, however, that all representations and
warranties shall terminate and be of no further effect on the first anniversary
of the Closing Date other than the representations and warranties contained in
Sections 6.7 and 6.11, and, to the extent such representations and warranties
contained therein pertains to tax matters, Section 6.19, which shall survive
until the applicable statutory limitations period has expired; provided,
further, that the indemnification provisions of this Agreement shall, on and
after such dates, be limited to claims for damages, loss, liabilities, costs,
claims or expenses not arising from a misrepresentation or breach of warranty;
provided, further that notwithstanding the foregoing, such indemnification
provisions shall survive to the extent of any claim arising from a breach of a
representation and warrant as to which an Indemnified Party has provided written
notice to an Indemnifying Party pursuant to paragraph (c) of Section 14.2 prior
to the date provided in this Section 14.1 on which such representation and
warranty terminates.

         14.2 INDEMNIFICATION.

                  (a) Seller shall indemnify, hold harmless and defend Buyer
(and its Affiliates, successors, directors, officers and employees) from and
against any and all damage, loss, liability, costs, claim or expense (including
reasonable legal fees and expenses) incurred or suffered by Buyer (or its
Affiliates, successors, directors, officers and employees) in connection with a
claim asserted by a third party arising from:

                       (1) any material misrepresentation or material breach of
warranty, covenant or agreement made or to be performed by Seller pursuant to
this Agreement;

                       (2) any action taken or omitted to be taken by Seller, or
any transaction or any event occurring on or prior to the Closing Date, relating
to the Assets (other than the Real Estate) or the Deposits, or any action taken
or omitted to be taken by Seller with respect to the Employees, other than as

                                       31
<PAGE>

permitted by this Agreement and any suits or proceedings commenced in connection
therewith; and

                       (3) all debts, obligations and liabilities excluded
pursuant to Section 2.3(e) above, including without limitation any claims
arising from the contest by Seller of any tax liabilities described in Section
6.11.

                  (b) Buyer shall indemnify, hold harmless and defend Seller
(and its Affiliates, successors, directors, officers and employees) from and
against any and all damage, loss, liability, cost, claim or expense (including
reasonable legal fees and expenses) incurred or suffered by Seller (or its
Affiliates, successors, directors, officers and employees) in connection with a
claim asserted by a third party arising from:

                       (1) any material misrepresentation or material breach of
warranty, covenant or agreement made or to be performed by Buyer pursuant to
this Agreement, and

                       (2) any action taken or omitted to be taken by Buyer, or
any transactions or any event occurring after the Closing Date, relating to the
Assets (other than the Real Estate), or the Deposits, or any action taken or
omitted to be taken by Buyer with respect to the Employees, other than as
permitted by this Agreement, and any suits or proceedings commenced in
connection therewith.

                  (c) A Party seeking indemnification pursuant to this Section
14.2 (an "Indemnified Party") shall give prompt notice to the Party from whom
such indemnification is sought (the "Indemnifying Party") of the assertion of
any claim, or the commencement of any action or proceeding, in respect of which
indemnity may be sought hereunder. The Indemnified Party shall assist the
Indemnifying Party in the defense of any such action or proceeding. The
Indemnifying Party shall have the right to, and shall at the request of the
Indemnified Party, assume the defense of any such action or proceeding at its
own expense. In any such action or proceeding, the Indemnified Party shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at its own expense unless:

                       (1) the Indemnifying Party and the Indemnified Party
shall have mutually agreed to the retention of such counsel and the payment of
such counsel's fees and expenses, or

                       (2) the named Parties to any such suit, action or
proceeding (including any impleaded Parties) include both the Indemnifying Party
and the Indemnified Party and, in the reasonable judgment of the Indemnified
Party, representation of both Parties by the same counsel would be inappropriate
due to actual or potential conflicting interests between them.

                  (d) An Indemnifying Party shall not be liable under this
Section 14.2 for any settlement effected without its consent of any claim,
litigation or proceeding in respect of which indemnity may be sought hereunder.
The Indemnifying Party may settle any claim without the consent of the
Indemnified Party, but only if the sole relief awarded is monetary damages that
are paid in full by the Indemnifying Party. An Indemnified Party shall, subject
to its reasonable business needs, use reasonable efforts to minimize the
indemnification sought from the Indemnifying Party hereunder. Notwithstanding
the foregoing, no investigation by an Indemnified Party at or prior to the
Closing shall relieve an Indemnifying Party of any liability hereunder, unless
the Indemnified Party seeks indemnity in respect of a representation or warranty

                                       32
<PAGE>

which it actually had reason to believe to be incorrect as a result of its
investigation prior to the Closing and the Indemnified Party intentionally
failed to bring such belief to the attention of the Indemnifying Party prior to
the Closing.

                  (e) Nothing in this Section 14.2 shall limit Buyer's or
Seller's rights or remedies for misrepresentations, breaches of this Agreement
or any other action or inaction by the other party hereto.

         14.3 BROKER'S FEES. Seller has entered into an agreement with BankSite
whereby certain fees will be due to BankSite solely from Seller. Each of the
Parties represents and warrants to the other that, with the exception of such
engagement in the case of Seller: (i) it has dealt with no broker or finder in
connection with any of the transactions contemplated by this Agreement, and (ii)
no action has been taken that would give rise to any valid claim for brokerage
commission, finder's fee or other like commission. Buyer and Seller each
undertake to indemnify and hold each other harmless against any loss, liability,
damage, cost, claim or expense incurred by reason of any brokerage commission,
or finder's fee alleged to be payable because of any act, omission or statement
of the indemnifying Party.

         14.4 PUBLICITY AND NOTICES. Prior to the announcement of this Agreement
to the Employees, both Parties will limit the distribution of information
relative to the transaction to those persons who must be aware of this Agreement
for the performance of their duties. No Party will issue a press release
announcing this Agreement or the transactions described herein to the public nor
make any public announcements of this Agreement or the transactions described
herein, without consulting with and obtaining approval of the other Party, which
approval shall not be unreasonably withheld, and in any event such initial
announcement shall not be made prior to notification to the Employees. Each
Party agrees to forward copies of any and all written public statements
following the initial announcement to the other Party for review and to consult
with such other Party with respect to any comments such Party may have for one
(1) Business Day after receipt by such Party of such proposed written statement.

         14.5 [INTENTIONALLY DELETED]

         14.6 ATTORNEYS' FEES. Each Party shall bear the cost of its own
attorneys' fees incurred in connection with the preparation of this Agreement
and consummation of the transactions described herein. Notwithstanding the
foregoing, in any action between the Parties seeking enforcement of any of the
terms and provisions of this Agreement, the prevailing Party in such action
shall be awarded, in addition to damage, injunctive or other relief, its
reasonable costs and expenses, not limited to taxable costs, and reasonable
attorneys' fees and expenses.

         14.7 SALES AND TRANSFER TAXES. The Real Estate Agreement shall govern
the payment of taxes with respect to the Real Estate and the transfer thereof to
Buyer. All legally required California sales taxes payable upon transfer of the
Fixed Assets shall be paid by Buyer upon Buyer's receipt of satisfactory
evidence that Seller has paid such taxes or is legally obligated to pay such
taxes. Seller estimates based upon facts within its knowledge as of the date
hereof that such legally required sales tax liability shall not exceed $____.

         14.8 NOTICES. All notices, requests, demands and other communication
given or required to be given under this Agreement shall be in writing, duly
addressed to the Parties as follows:

                                       33
<PAGE>

     To Seller:       Fidelity Federal Bank, FSB
                      4565 Colorado Boulevard
                      Los Angeles, CA  90039
                      Attn: Senior Vice President, Retail Operations

     With a Copy to:  Fidelity Federal Bank, FSB
                      4565 Colorado Boulevard
                      Los Angeles, CA  90039
                      Attn:   General Counsel

     To Buyer:        Jackson Federal Bank
                      599 North E Street
                      San Bernardino, California 92401
                      Attn: D. Tad Lowrey, President and Chief Executive Officer

                      Jackson National Life Insurance Company
                      5901 Executive Drive
                      Lansing, Michigan 48911
                      Attn: General Counsel

     With a copy to:  Mayer, Brown & Platt
                      350 South Grand Avenue, 25th Floor
                      Los Angeles, California 90071-1503
                      Attn: James R. Walther, Esq.

         Any such notice sent by registered or certified mail, return receipt
requested, shall be deemed to have been duly given and received seventy-two (72)
hours after the same is addressed and mailed with postage prepaid. Notice sent
by any other manner shall be effective only upon actual receipt thereof.

         14.9 ARM'S LENGTH TRANSACTION. This Agreement has been negotiated at
arm's length and between persons sophisticated and knowledgeable in the matters
dealt with this Agreement. In addition, each Party has been represented by
experienced and knowledgeable legal counsel. Accordingly, any rule of law
(including California Civil Code Section 1654) or legal decision that would
require interpretation of any ambiguities in this Agreement against the Party
that has drafted it is not applicable and is waived. The provisions of this
Agreement shall be interpreted in a reasonable manner to effect the purposes of
the Parties and this Agreement.

         14.10 SUCCESSORS AND ASSIGNS. All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their respective transferees, successors and assigns, but this Agreement may
not be assigned by any Party without the prior written consent of the other and
any attempted assignment by a Party without the other Party's consent shall be
null and void; PROVIDED, HOWEVER, that the foregoing shall not prohibit or
require the consent of the other Party for an assignment by a Party in
connection with a merger or consolidation of such Party with, or a sale of a
substantial portion of such Party's assets to, another federally insured
depository institution, provided such assignment shall not occur until the
expiration of one hundred and twenty (120) days from the Closing.

                                       34
<PAGE>

         14.11 THIRD PARTY BENEFICIARIES. Each Party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any person other than the Parties hereto.

         14.12 GOVERNING LAW; VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without regard
to the conflict of law provisions of the laws of such state. The Parties hereto
expressly submit to the exclusive jurisdiction and venue of the Superior Court
of the County of Los Angeles or the United States District Court for the Central
District of California (the "California Courts"). Subject to the arbitration
provisions of this Agreement, any action, suit or proceeding arising out of, or
relating to, this Agreement or any agreement or instrument delivered under this
Agreement, the subject matter thereof or the transactions contemplated hereby
shall be brought in the California Courts, and in such event the parties hereto
irrevocably submit themselves to the exclusive jurisdiction of the California
Courts and hereby waive, for themselves and their respective successors and
assigns, all rights they may have to bring or have tried elsewhere any such
action, suit or proceeding.

         14.13 ARBITRATION.

         NOTICE: BY INITIALLING IN THE SPACE BELOW, THE PARTIES ARE AGREEING TO
HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE DISPUTE RESOLUTION
PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND ARE
GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT
BY JURY TRIAL. BY INITIALLING IN THE SPACE BELOW EACH PARTY GIVING UP ITS
JUDICIAL RIGHTS TO DISCOVERY AND APPEAL UNLESS SUCH RIGHTS ARE SPECIFICALLY
INCLUDED IN THE DISPUTE RESOLUTION PROVISION. IF ANY PARTY REFUSES TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION, SUCH PARTY MAY BE COMPELLED TO

                                       35
<PAGE>

ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. EACH
PARTY'S AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

         EACH PARTY HAS READ AND UNDERSTAND THE FOREGOING AND AGREES TO SUBMIT
DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE DISPUTE RESOLUTION PROVISION
TO NEUTRAL ARBITRATION.

         IF ANY DISPUTES OR CONTROVERSIES ARISE BETWEEN THE PARTIES IN
CONNECTION WITH THIS AGREEMENT, ITS INTERPRETATION, OR THE ACTS OR DUTIES OF THE
PARTIES HEREUNDER OR UNDER ANY DOCUMENT DELIVERED HEREUNDER, SUCH DISPUTES OR
CONTROVERSIES SHALL BE SUBMITTED TO AND RESOLVED BY BINDING ARBITRATION IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AND THE COMMERCIAL
ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ALL ARBITRATION
PROCEEDINGS SHALL BE CONDUCTED IN LOS ANGELES, CALIFORNIA BY A SINGLE
ARBITRATOR. THE DECISION OR AWARD OF THE ARBITRATOR SHALL BE FINAL AND BINDING,
AND JUDGMENT THEREON MAY BE ENTERED IN A CALIFORNIA COURT, AND THEREAFTER IN THE
COURT OF ANY SISTER STATE. IT IS UNDERSTOOD THAT THE ARBITRATOR SHALL HAVE NO
AUTHORITY TO ADD TO, SUBTRACT FROM, OR MODIFY ANY PROVISION OF THIS AGREEMENT.


                                   ----------

                                Buyer's initials



                                   -----------

                                Seller's initials



         14.14 ENTIRE AGREEMENT. This Agreement, including all schedules and
exhibits, contains all of the agreements of the Parties to it with respect to
the matters contained herein and no prior or contemporaneous agreement or
understanding, oral or written, pertaining to any such matters shall be
effective for any purpose. No provision of this Agreement may be amended or
added to except by an agreement in writing signed by the Parties hereto or their
respective successors in interest and expressly stating that it is an amendment
of this Agreement.

         14.15 HEADINGS. The headings of this Agreement are for purposes of
reference only and shall not limit or define the meaning of the provisions of
this Agreement.

         14.16 SEVERABILITY. If any paragraph, section, sentence, clause or
phrase contained in this Agreement shall become illegal, null or void or against
public policy, for any reason, or shall be held by any court of competent
jurisdiction to be illegal, null or void or against public policy, the remaining
paragraphs, sections, sentences, clauses or phrases contained in this Agreement
shall not be affected thereby.

         14.17 WAIVER. The waiver of any breach of any provision under this
Agreement by any Party hereto shall not be deemed to be a waiver of any
preceding or subsequent breach under this Agreement. Any waiver of any provision
of this Agreement shall be in writing executed by the party granting such
waiver.

                                       36
<PAGE>

         14.18 NUMBER(S). Whenever the context of this Agreement so requires,
the singular includes the plural, the plural includes the singular, the whole
includes any part thereof.

         14.19 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which shall
constitute one and the same instrument

         14.20 TIME IS OF THE ESSENCE. TIME IS OF THE ESSENCE WITH RESPECT TO
EACH AND EVERY PROVISION OF THIS AGREEMENT

         14.21 SPECIFIC PERFORMANCE AND LIS PENDENS. In the event the
transactions do not occur due to a material default by Seller, Buyer as its sole
remedy shall be entitled to damages in accordance with the provisions of this
Agreement or otherwise available under law. As a material consideration to
Seller's entering into this Agreement with Buyer, Buyer waives any right (a) to
record or file a notice of lis pendens or notice of pendency of action or
similar notice against any of the Real Estate or (b) to pursue an action for
specific performance of this Agreement.

         IN WITNESS WHEREOF, the Parties hereto have duly authorized and
executed this Agreement as of the date first above written.

FIDELITY FEDERAL BANK,                       JACKSON FEDERAL BANK
A Federal Savings Bank



                                             By:  /s/ D. TAD LOWREY
By: /s/ JAMES E. STUTZ                           -------------------------------
   --------------------------------------         D. TAD LOWREY
    JAMES E. STUTZ
    President and Chief Operating Officer    Its: President and Chief Executive
                                                  Officer

                                       37
<PAGE>

                                    EXHIBIT A
                                    ---------

                        MORTGAGE LOAN PURCHASE AGREEMENT
                        --------------------------------


                  This MORTGAGE LOAN PURCHASE AGREEMENT (this "AGREEMENT"),
dated as of February 3, 2000, by and between JACKSON FEDERAL BANK, a federally
chartered savings bank having an office at 599 North "E" Street, San Bernardino,
CA 92401 ("PURCHASER"), and FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK, a
federally chartered savings bank having an office at 4565 Colorado Boulevard,
Los Angeles, California 90039 ("SELLER").

                              W I T N E S S E T H:
                              - - - - - - - - - --

                  WHEREAS, Seller holds certain mortgage loans secured by
multifamily properties;

                  WHEREAS, Purchaser agrees to purchase from Seller, and Seller
agrees to sell to Purchaser, mortgage loans in the approximate aggregate
principal amount of up to $125,000,000, all of which are secured by an interest
in Multifamily Real Property, pursuant to the terms and provisions set forth in
this Agreement; and

                  WHEREAS, Purchaser and Seller wish to prescribe the manner of
the conveyance, transfer and sale of the mortgage loans.

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

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

                  For purposes of this Agreement the following capitalized terms
shall have the respective meanings set forth below.

         ALTA means the American Land Title Association.

         ASSIGNMENT OF MORTGAGE means an assignment of the Mortgage or
         equivalent instrument in recordable form, sufficient under the laws of
         California to effect the sale of the Mortgage to Purchaser.

         BRANCH CLOSING means the closing of the transactions contemplated by
         the Branch Sale Agreement

         BRANCH SALE AGREEMENT means that certain Agreement to Purchase Assets
         and Assume Liabilities, dated as of February 3, 2000, by and between
         Seller and Purchaser.

<PAGE>

         BUSINESS DAY means any day other than (i) a Saturday or Sunday, or (ii)
         a day on which banking and savings and loan institutions in the State
         of California are authorized or obligated by law or executive order to
         be closed.

         CERTIFICATE OF DEFECT means a certificate in the form of Exhibit A,
         appropriately completed, which shall (1) identify a Mortgage Loan with
         respect to which a breach of a representation or warranty is alleged to
         have occurred; (2) describe in reasonable detail the nature of the
         breach; and (3) as appropriate, refer to the section (and subsection)
         of this Agreement under which such breach is claimed.

         CLAIM means any claim, demand or legal proceeding.

         CLOSING DATE means the date of the Branch Closing, as set forth in the
         Branch Sale Agreement, or such other date as the parties mutually
         agree.

         CLTA means the California Land Title Association.

         CURE PERIOD means, with respect to a Defective Mortgage Loan, the
         period of 60 calendar days commencing on the date Purchaser delivers to
         Seller a Certificate of Defect pursuant to Section 5.2 with respect to
         such Mortgage Loan.

         CURRENT MORTGAGE LOAN means a Mortgage Loan for which the last
         scheduled payment of debt service is not more than 30 days past due
         (without regard to any grace period) on and as of the Determination
         Date.

         DEFECTIVE MORTGAGE LOAN means a Mortgage Loan as to which (1) there
         exists a breach of a representation or warranty contained in Section
         6.2, which breach materially and adversely affects the value of such
         Mortgage Loan, and (2) Purchaser has timely delivered to Seller a
         Certificate of Defect pursuant to Section 5.2.

         DELETED MORTGAGE LOAN means a Mortgage Loan that has been withdrawn or
         deleted by Seller and deleted from the Final Mortgage Loan Schedule
         because it is a Defective Mortgage Loan.

         DETERMINATION DATE means a date to be agreed upon by the parties, which
         date shall be at least three (3) business days prior to the Closing
         Date.

         DUE DILIGENCE MATERIALS means all information prepared by Seller in
         connection with the conduct of Purchaser's due diligence.

         EXCLUDED DOCUMENTS means (i) any reports, analyses, valuations and
         memoranda generated internally by Seller or by any of its consultants
         other than any of such reports, analyses, valuations and memoranda
         included in the Due Diligence Materials, (ii) any information with
         respect to which Seller in good faith believes itself to be under a
         duty of confidentiality and nondisclosure, or (iii) any confidential
         communications between Seller and its legal counsel, including, without
         limitation, any documents and communications that are subject to the
         attorney-client privilege; PROVIDED, HOWEVER, that Excluded Documents
         (A) shall not include any documents essential to Purchaser's ability to
         acquire title to the Mortgage Loans, to own and service such Mortgage
         Loans or to complete its due diligence in a commercially reasonable

                                      A-2
<PAGE>

         manner with respect to such Mortgage Loans and (B) shall not include
         documents relating to any litigation, arbitration or similar proceeding
         involving a Mortgage Loan.

         FINAL MORTGAGE LOAN SCHEDULE means the schedule to be prepared
         identifying the Mortgage Loans to be transferred at Closing and setting
         forth the Unpaid Principal Balance of each of the Mortgage Loans as of
         the Determination Date.

         INITIAL MORTGAGE LOAN SCHEDULE means the schedule attached hereto as
         Schedule 1 identifying the Mortgage Loans to be transferred and setting
         forth the Unpaid Principal Balance of each of the Mortgage Loans as of
         the date set forth therein.

         INTEREST-PAID-TO DATE means, for a Mortgage Loan, the date to which
         interest payments have been made and credited, as set forth on the
         Final Mortgage Loan Schedule.

         INTERESTED PERSON means a person that is a Mortgagor or other obligor,
         or has an affiliate that is a Mortgagor or other obligor.

         LOAN AND COLLATERAL DOCUMENTS means, for each Mortgage Loan, the
         Mortgage Note, the Mortgage and any other documents or instruments in
         Seller's possession creating or relating to the security for the
         Mortgage Note.

         MORTGAGE means the mortgage, deed of trust or other instrument securing
         a Mortgage Note, which creates a lien on the estate in the real
         property securing the Mortgage Note.

         MORTGAGE FILE means, with respect to any Mortgage Loan the credit file,
         servicing or management file, correspondence and other documents
         relating to such Mortgage Loan in the possession of Seller, including a
         tax printout for such Mortgage Loan, but excluding any Excluded
         Documents.

         MORTGAGE INTEREST RATE means the periodic interest rate established
         pursuant to the terms of a Mortgage Note.

         MORTGAGE LOAN means one of approximately $125,000,000 in aggregate
         principal balance of the whole mortgage loans transferred and sold
         hereunder, as set forth on the Final Mortgage Loan Schedule; the term
         "Mortgage Loan" shall include any mortgage loan on the Initial Mortgage
         Loan Schedule and any Substitute Mortgage Loan substituted for a
         Defective Mortgage Loan after the Determination Date in accordance with
         the terms of this Agreement, and shall exclude any Deleted Mortgage
         Loans.

         MORTGAGE NOTE means the note or other evidence of the indebtedness of a
         Mortgagor secured by a Mortgage and evidencing a Mortgage Loan.

         MORTGAGED PROPERTY means the real property (including all improvements,
         buildings, fixtures, building equipment and personal property thereon
         and all additions, alterations and replacements made at any time with
         respect to the foregoing) and all other collateral securing repayment
         of the debt evidenced by a Mortgage Note.

         MORTGAGEE means Seller, Purchaser or any subsequent holder of a
         Mortgage Loan.

         MORTGAGOR means the obligor on a Mortgage Note.

                                      A-3
<PAGE>

         MULTIFAMILY REAL PROPERTY means a fee or leasehold interest in real
         estate improved with a five-or-more-unit residential dwelling.

         PERMITTED INSURANCE EXPENSES means amounts paid by or for the account
         of Purchaser for premiums for hazard and flood insurance on a Mortgaged
         Property, which insurance has commercially customary and reasonable
         terms, exclusions and deductible amounts; PROVIDED that such premiums
         with respect to a Mortgaged Property shall be "Permitted Insurance
         Expenses" only if the related Mortgagor has failed to pay such premiums
         and either (1) Purchaser paid such premiums prior to delivery of any
         required notice to Mortgagor in order to avoid an imminent lapse of
         insurance coverage and, immediately thereafter, delivered any required
         notice to the related Mortgagor of its failure to so pay, or (2) absent
         such imminent lapse, Purchaser first delivered any required notice of
         Mortgagor's failure to so pay after which Mortgagor failed to so pay,
         and as a result of such failure, the Mortgaged Property would be
         uninsured or underinsured, but for such payment by Purchaser.

         PERMITTED REAL ESTATE TAX EXPENSES means amounts paid by or for the
         account of Purchaser for real estate taxes on a Mortgaged Property when
         (1) Purchaser first delivered any required notice under the Mortgage of
         Mortgagor's failure to pay the real estate taxes, after which Mortgagor
         (or a receiver, if applicable) failed to so pay, and (2) payment is
         required to avoid the imposition of interest and/or penalties.

         PERSON means an individual, corporation, partnership, limited liability
         company, joint venture, association, joint stock company, trust, bank,
         unincorporated organization or government or any agency or political
         subdivision thereof.

         PRINCIPAL PAYMENTS means with respect to a Mortgage Loan, all principal
         payments of any nature on account of such Mortgage Loan, and proceeds
         of any casualty, condemnation, foreclosure or repossession to the
         extent applied to the principal balance of such Mortgage Loan, and
         payments of any such principal by any guarantors of such Mortgage Loan,
         received by or for the account of Purchaser, less any reasonable costs
         and expenses incurred by Purchaser in good faith (provided that if such
         collection is undertaken by Purchaser, the costs incurred do not exceed
         amounts that would otherwise be paid to unaffiliated third-party
         service vendors) in connection with the collection of the foregoing
         amounts.

         PURCHASER means Jackson Federal Bank, a federally chartered savings
         bank.

         REMITTANCE DATE means the date that is five Business Days after the
         applicable Servicing Cut-Off Date.

         REPURCHASE PRICE means _____% of the then unpaid principal balance of
         the Defective Mortgage Loan plus accrued interest, as of the date of
         repurchase of such Mortgage Loan.

         SELLER means FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK, a federally
         chartered savings bank.

                                      A-4
<PAGE>

         SERVICING CUT-OFF DATE means the last calendar day of each month after
         the Closing Date, to and including the last calendar day of the month
         preceding the month in which the Servicing Transfer Date occurs, and
         the Servicing Transfer Date.

         SERVICING TRANSFER DATE means a date mutually acceptable to Seller and
         Purchaser that shall occur not more than 30 days following the Closing.

         SUBSTITUTE MORTGAGE LOAN means a mortgage loan, selected by Seller and
         reasonably acceptable to Purchaser, that has yields and all other
         material characteristics that are substantially similar to those
         represented with respect to a Mortgage Loan on the Initial Mortgage
         Loan Schedule.

         SUBSTITUTION ADJUSTMENT means the difference between (A) _____% of the
         then unpaid principal balance of the Substitute Mortgage Loan(s) plus
         accrued interest thereon up to the date of such substitution and (B)
         the Repurchase Price for the Defective Mortgage Loan(s) for which such
         Substitute Mortgage Loan(s) are being substituted.

         SUBSTITUTION NOTICE means a notice in the form of Exhibit B.

         SURVIVAL TERMINATION DATE means the date that is the first anniversary
         of the Closing Date.

         TERMINATION EVENT means any action or failure to act that results in
         one or more of the following occurrences with respect to a Mortgage
         Loan: discounted or complete payoff, restructure, extension or
         modification of all or any portion of such Mortgage Loan or the
         realization upon any collateral securing such Mortgage Loan whether by
         judicial or nonjudicial foreclosure, deed in lieu, UCC sale, bankruptcy
         transfer or any other means, or Seller's rights having been materially
         and adversely affected in a judicial or nonjudicial foreclosure
         proceeding or bankruptcy proceeding or the release of all or any
         portion of such collateral or any agreement to forbear from exercising
         any remedies in connection with a material default under such Mortgage
         Loan, or the conversion of a nonjudicial foreclosure to a judicial
         foreclosure.

         TOTAL PURCHASE PRICE means a sum equal to _____% of the aggregate sum,
         for all Mortgage Loans, of the Unpaid Principal Balance of each
         Mortgage Loan as set forth on the Final Mortgage Loan Schedule, plus
         accrued interest or minus prepaid interest on each Mortgage Loan from
         the Interest-Paid-To Date to the Closing Date at the applicable
         Mortgage Interest Rate.

         UNPAID PRINCIPAL BALANCE means (i) for each Mortgage Loan set forth on
         the Final Mortgage Loan Schedule, the principal balance of such
         Mortgage Loan, as set forth on the Mortgage Loan Schedule as of the
         Determination Date and (ii) for each Substitute Mortgage Loan which is
         substituted for a Deleted Mortgage Loan, the principal balance of such
         Mortgage Loan on the date of substitution.

                                   ARTICLE II

                       PURCHASE AND SALE OF MORTGAGE LOANS
                       -----------------------------------

                                      A-5
<PAGE>

         SECTION 2.1 PURCHASE AND SALE. Subject to the terms and provisions set
forth in this Agreement, on the Closing Date, Seller shall sell and Purchaser
shall purchase the Mortgage Loans and pay to Seller the Total Purchase Price for
the Mortgage Loans.

         SECTION 2.2 PAYMENT OF THE PURCHASE PRICE. Upon satisfaction of the
conditions precedent to the obligations of the parties set forth in Sections 4.4
and 4.5, Purchaser shall pay to Seller the Total Purchase Price by means of a
credit to reduce the amount that would otherwise be due from Seller to Purchaser
in connection with the Branch Closing (subject to certain adjustments in
connection with the Mortgage Loans as described in Sections 2.3 and 5.4 on the
Closing Date).

         SECTION 2.3 CREDITS, PRORATIONS AND PAYMENTS ON THE MORTGAGE LOANS.

                  (a) POST-CLOSING PAYMENTS/REFUNDS RECEIVED BY SELLER OR
PURCHASER. Amounts received on the Mortgage Loans by Seller after the
Determination Date shall, except as otherwise provided in this Section 2.3, be
credited to the account of Purchaser and shall be remitted to Purchaser on the
Remittance Date relating to the next Servicing Cut-Off Date after such amounts
are received, or shall be applied against any amounts then owing by Purchaser to
Seller in connection with this Agreement.

                  (b) PAYMENTS BY SELLER OF CERTAIN EXPENSES. In the event that
Seller has funded sums in relation to the Mortgage Loans, which sums were used
to pay for utilities, taxes, management fees, repairs, commissions, insurance or
other matters relating to the Mortgaged Property, Purchaser agrees that, except
in its capacity as interim servicer and before the Servicing Termination Date,
Seller is under no duty or obligation to continue funding such sums and Seller
may cease or refuse to fund any such sums at any time. In such event, Seller
will not be responsible for the unpaid expenses or any other costs and expenses
resulting from any such action. In the event that, prior to the Servicing
Transfer Date, Seller, in its capacity as interim servicer, elects not to
continue funding such sums relating to any Mortgage Loan(s), Seller shall
provide notice of this fact to Purchaser, at which point Purchaser may notify
Seller in writing to pay any such sums. Purchaser's delivery of such notice to
Seller shall be deemed automatically to be an acceptance of such Mortgage
Loan(s) as of the date of delivery of such notice to Seller and Purchaser shall
be responsible for any reimbursement to Seller pursuant to Section 2.3(d) or
Section 3.6.

                  (c) CHARACTERIZATION OF PAYMENTS. The characterization of
payments received as principal or interest on a Mortgage Loan prior to the
Servicing Transfer Date shall be determined by Seller in accordance with the
terms of the Mortgage Note and the Mortgage.

                  (d) POST-CLOSING ADJUSTMENTS. If the amounts required to be
paid or credited pursuant to this Section 2.3 cannot be precisely determined by
the Closing Date, or were not determined accurately on or before the Closing
Date, Seller and Purchaser shall make the necessary determination or
redetermination promptly following the Closing and Seller and Purchaser shall
make the necessary adjustments as of 30 days after the Closing Date. Forty-five
(45) days after the Closing Date, each party shall remit to the other those
payments due to the other party under this Section 2.3 and shall deliver to the
other an accounting of the amounts so remitted for the benefit of the party
entitled to the same.

                                   ARTICLE III

                     INTERIM SERVICING OF THE MORTGAGE LOANS
                     ---------------------------------------

                                      A-6
<PAGE>

         SECTION 3.1 TRANSFER OF SERVICING TO PURCHASER; INTERIM SERVICING.

         Until the Closing Date, the servicing obligations, liabilities, and
responsibilities with respect to the Mortgage Loans shall be the responsibility
of Seller. On the Closing Date, all servicing rights and responsibilities with
respect to the Mortgage Loans shall be released to Purchaser. Seller shall
continue to service the Mortgage Loans, on Purchaser's behalf as interim
servicer, (i) for a fee equal to __________ percent (_____%) per annum of the
Unpaid Principal Balance of the Mortgage Loans; PROVIDED, that Seller shall also
be entitled to retain, as additional fees for its services as interim servicer,
late fees, assumption fees, check return fees and other fees customarily
retained by servicers. Seller shall be entitled to retain the applicable interim
servicing fee from collections on the Mortgage Loans. Seller shall conduct its
interim servicing activities in accordance with the policies and procedures
Seller utilizes in servicing mortgage loans for its own portfolio and in
accordance with this Article III.

         SECTION 3.2 SERVICING REMITTANCES. Seller shall remit to Purchaser, by
wire transfer, on each Remittance Date during the Interim Servicing Period all
payments of any kind received in respect of a Mortgage Loan which payments came
due after the Determination Date but before the Servicing Cut-Off Date.

         SECTION 3.3 ADVANCES. Seller shall not be required, as interim
servicer, to make any servicing advance on any Mortgage Loan unless Seller has
concluded that such advance will be reimbursable from payments in respect of the
Mortgage Loans, including by netting such advances from the final remittance
described in Section 3.6 below. In the event that, prior to the Servicing
Transfer Date, Seller, in its capacity as interim servicer, elects not to make a
servicing advance on any Mortgage Loan(s), Seller shall provide notice of this
fact to Purchaser, at which point Purchaser may notify Seller in writing to make
such servicing advance on behalf of Purchaser. Purchaser's delivery of such
notice to Seller shall be deemed automatically to be an acceptance of such
Mortgage Loan(s) as of the date of delivery of such notice to Seller and
Purchaser hereby agrees that Seller shall be able to net such advances from the
final remittance described in Section 3.6 below or to otherwise recover such
advances from Purchaser if there are not sufficient funds available pursuant to
Section 3.6 to recover such advances.

         SECTION 3.4 REPORTING REQUIREMENTS. Seller shall be responsible for all
Internal Revenue Service and other tax agency reporting requirements with
respect to the Mortgage Loans until the Servicing Transfer Date. Seller shall
file with the taxing authorities within the time periods required by law all
year-to-date 1099s and other similar reporting documents up to the Servicing
Transfer Date, and Purchaser shall be responsible for all such reporting
requirements after the Servicing Transfer Date. Prior to the Servicing Transfer
Date, Seller, in its capacity as interim servicer, shall, on or before the
twentieth day of each month until the Servicing Transfer Date, provide Purchaser
with a monthly report regarding delinquencies on the Mortgage Loans

         SECTION 3.5 ESCROW ACCOUNTS. On the Servicing Transfer Date, all escrow
accounts held by or on behalf of Seller for taxes, governmental assessments,
deposits, security deposits, utility deposits, replacement reserves and
insurance, or other funds relating to the Mortgage Loans, including all accrued
interest on funds in such accounts (with such accrued interest being calculated
at the rate payable to the Mortgagor), and all records relating to such
accounts, shall be assigned, transferred and paid over to Purchaser. All such
funds transferred to Purchaser shall be applied by Purchaser for their
designated purposes for the designated Mortgaged Property in accordance with the

                                      A-7
<PAGE>

applicable Mortgage, contract or lease or pursuant to an applicable court order,
if any. Seller has no actual knowledge that the amounts in any such escrows are
not the full amounts required to be paid to Seller under any Mortgage or other
contract affecting the related Mortgage Loan. Purchaser will indemnify, defend
and hold Seller harmless from and against any and all claims, damages,
liabilities, costs and expenses (including attorneys' fees) arising or resulting
from or in connection with, or otherwise relating to such escrow accounts to the
extent that any such claim, damage, liability, cost or expense relates to
matters arising after the Servicing Transfer Date.

         SECTION 3.6 REMITTANCE AFTER SERVICING TRANSFER DATE. On or prior to
five Business Days after the Servicing Transfer Date, Seller shall make a final
remittance to Purchaser of payments received on the Mortgage Loans up to and
including the Servicing Transfer Date, from which may be deducted any
unreimbursed advances with respect to the Mortgage Loans or any other amounts
due to Seller.

         SECTION 3.7 ADDITIONAL SERVICING COVENANTS.

                  (a) DELIVERY OF MORTGAGE FILES. As soon as practicable, and in
no event later than ten (10) days, after the Servicing Transfer Date, Seller
shall deliver to Purchaser at Seller's sole expense, at such location or
locations in the United States as may be selected by Purchaser, such originals
of documents in the Mortgage File as were not delivered at Closing with respect
to each Mortgage Loan that remain in the possession of Seller.

                  (b) ACCESS TO RECORDS. After the date hereof and ending on the
date that Seller delivers the Mortgage Files for the applicable Mortgage Loan,
Seller shall, upon reasonable notice, make available to Purchaser, at
Purchaser's sole expense, the Mortgage Files, other than Excluded Documents.

                  (c) INSURANCE. Until the Servicing Transfer Date, Seller, in
its capacity as interim servicer, will monitor hazard insurance, and, if
required, flood insurance, for each Mortgage Loan and will arrange for the force
placement of hazard insurance in the event that such insurance is not in place
for any Mortgage Loan. For each Mortgage Loan, Seller shall prepare and mail to
each hazard and casualty insurer, and to the writing agent for each flood hazard
insurer, for each applicable Mortgage Loan, a request for an endorsement of the
applicable policy of insurance for the purposes of adding, effective on the
Servicing Transfer Date, Purchaser and its successors and assigns, as the
mortgagee or insured named therein. Seller shall be responsible for the
preparation and mailing of such requests at Seller's sole expense.
Notwithstanding the foregoing, in the event that Seller discovers that any
Mortgage Loans are covered under Seller's blanket insurance policy, Seller shall
promptly provide written notice of such fact to Purchaser and Purchaser shall be
required to obtain its own insurance coverage for any such Mortgage Loans rather
than being added to the existing policy.

                                   ARTICLE IV

                                     CLOSING
                                     -------

         SECTION 4.1 CLOSING. The Closing of the purchase and sale of the
Mortgage Loans shall be held concurrently with the Branch Closing under the
Branch Sale Agreement, at the offices of Seller, or such other place as Seller
and Purchaser shall mutually agree.

                                      A-8
<PAGE>

         SECTION 4.2 SELLER'S CLOSING ITEMS. At the Closing, Seller agrees to
execute and deliver or provide (or cause to be delivered and provided) to
Purchaser the following:

         (a) For each Mortgage Loan:

                  (i) original Mortgage Note, duly endorsed without recourse or
         representation or warranty of any nature (except as specifically set
         forth herein);

                  (ii) the original recorded Mortgage accompanied by the
         original intervening assignments, showing a complete chain of title to
         Seller, or certified copies thereof;

                  (iii) to the extent possessed by Seller or reasonably
         obtainable by Seller, the originals of all other material Loan and
         Collateral Documents, or if not so possessed, copies thereof;

                  (iv) an original Mortgage Assignment in form customary and
         appropriate for recording in the land records in the jurisdiction in
         which the related Mortgaged Property is located;

                  (v) a UCC-2 form or its equivalent, assigning to Purchaser
         Seller's rights as secured party under any financing statements related
         to any Mortgage Loan for which a UCC-1 financing statement is in place
         and has not previously been terminated;

                  (vi) an assignment or other instrument assigning to Purchaser
         the rights of Seller under any security for such Mortgage Loan other
         than the Mortgage, together with all rights of Seller, if any, arising
         out of or in connection with any other document, instrument, property,
         collateral or the like delivered to Seller or its predecessor in
         interest in connection with such Mortgage Loan and all rights of Seller
         arising out of any bankruptcy or foreclosure action or any pending
         claim or action for amounts due Seller or its predecessor in interest
         in connection with any of the Mortgage Loans (except as otherwise set
         forth in this Agreement); and

                  (vii) an endorsement or other similar evidence of assignment
         for any title insurance policy of Seller as may be reasonably requested
         by Purchaser, at Purchaser's sole expense;

         PROVIDED, HOWEVER, that if the Servicing Transfer Date does not occur
         on the Closing Date, then Seller shall only be required to deliver the
         items required by clause (i) above until such time as the Servicing
         Transfer Date does occur, at which point Seller shall deliver all of
         the remaining items listed in clauses (ii) through (vii) above; and

                  (b) Evidence reasonably required by the applicable title
         insurer demonstrating that (i) Seller is an entity in good standing
         under the laws of the jurisdiction in which it is formed, and (ii)
         Seller's execution and delivery of this Agreement and the other
         documents delivered pursuant hereto and the consummation of the
         transactions contemplated hereby have been fully authorized by all
         necessary corporate authority.

         SECTION 4.3 PURCHASER'S CLOSING ITEMS. At the Closing, Purchaser shall
execute and deliver or provide (or cause to be delivered or provided) to Seller
the following:

                                      A-9
<PAGE>

         (a) A certificate of an officer of Purchaser certifying that (i)
Purchaser is an entity in good standing under the laws of the jurisdiction in
which it is formed, and (ii) Purchaser's execution and delivery of this
Agreement and the other documents delivered pursuant hereto and the consummation
of the transactions contemplated hereby have been fully authorized.

         (b) Payment of the amounts due other than under Section 2.2, which
payment must be made by a wire transfer of immediately available federal funds
to:

                           Fidelity Federal Bank, FSB
                              Via FRB San Francisco
                                ABA No. 322270369
                              Attn: Capital Markets

         SECTION 4.4 CONDITIONS TO PURCHASER'S OBLIGATIONS. The obligation of
Purchaser to purchase the Mortgage Loans pursuant to this Agreement is subject
to the fulfillment by Seller on or prior to the Closing Date of each of the
following additional conditions, except to the extent waived in writing by
Purchaser:

         (a) Seller shall have delivered or caused to be delivered all the items
that are required to be delivered pursuant to Section 4.2.

         (b) All representations and warranties of Seller set forth in Section
6.1 shall be true in all material respects at and as if made on the Closing
Date.

         (c) All requisite federal, state and local governmental and regulatory
approvals relating to the transactions contemplated hereby, if any, required to
be obtained by Seller and Purchaser shall have been obtained.

         (d) The Branch Closing and all transactions contemplated to occur at
the Branch Closing shall occur concurrently with the closing of the transaction
contemplated by this Agreement.

If all conditions under this Section 4.4 to Purchaser's obligation to complete
the Closing have been satisfied, Purchaser shall be obligated to purchase all of
the Mortgage Loans (except for a Deleted Mortgage Loan withdrawn by Seller prior
to the Closing Date) at the Closing for the Total Purchase Price (as the same
may be adjusted as described herein).

         SECTION 4.5 CONDITIONS TO SELLER'S OBLIGATIONS. The obligation of
Seller to sell the Mortgage Loans pursuant to this Agreement is subject to the
fulfillment by Purchaser on or prior to the Closing Date of each of the
following additional conditions, except to the extent waived in writing by
Seller:

         (a) Purchaser shall have paid and shall have executed and delivered, or
caused to be delivered, all the items specified in Section 4.3 in accordance
with the terms of Section 4.3.

         (b) All requisite federal, state and local governmental and regulatory
approvals relating to the transactions contemplated hereby, if any, required to
be obtained by Purchaser and Seller shall have been obtained.

                                      A-10
<PAGE>

         (c) The Branch Closing and all transactions contemplated to occur at
the Branch Closing shall occur concurrently with the closing of the transaction
contemplated by this Agreement.

         SECTION 4.6 TRANSFER AND RECORDATION TAXES; OTHER COSTS. At or prior to
Closing, Purchaser shall pay all transfer, filing and recording fees and taxes,
costs and expenses, and any state, county or city documentary taxes, if any,
relating to the filing or recording of any document or instrument contemplated
hereby or the sale or assignment of the Mortgage Loans. Purchaser shall be
solely responsible for the payment of any and all sales taxes, costs of title
insurance premiums, survey costs, and other expenses of title examination.
Seller and Purchaser shall sign and deliver on the Closing Date (or on such
earlier date as may be necessary to obtain approval if required in advance of
the Closing Date) all transfer tax and related forms reasonably required by the
other party or required by applicable law. Regardless of whether the
transactions contemplated hereunder are completed, except as otherwise provided
in Section 8.11, Purchaser shall pay all of its expenses in negotiating and
carrying out its obligations under this Agreement and the transactions
contemplated hereby, including its due diligence costs and the costs of its due
diligence providers, its counsel and title insurance.

                                    ARTICLE V

            LOAN SELECTION AND REMEDIES FOR DEFECTIVE MORTGAGE LOANS
            --------------------------------------------------------

         SECTION 5.1 DUE DILIGENCE GUIDELINES.

                  (a) DUE DILIGENCE ACCESS. Purchaser has reviewed all Due
Diligence Materials provided by Seller and, based thereon, has selected for
purchase hereunder those Mortgage Loans set forth on the Initial Mortgage Loan
Schedule. By execution of this Agreement, Purchaser hereby acknowledges that its
due diligence activities have been completed. Except with the written consent of
Seller, Purchaser and Purchaser's designated persons shall not contact, discuss,
respond to, inquire or provide information to any Mortgagor, guarantor of any
Mortgage Loan or any related Person prior to the Closing.

                  (b) INDEMNIFICATION. Purchaser shall indemnify, hold harmless
and defend Seller against, and hold Seller harmless from, all Claims and
liabilities resulting from Purchaser's activities under this Section 5.1.

                  (c) NO REIMBURSEMENT. No amounts that have been expended by
Purchaser for due diligence shall be reimbursed to Purchaser or credited to or
against the Total Purchase Price.

         SECTION 5.2 PURCHASER'S CLAIM OF A DEFECTIVE MORTGAGE LOAN.

         In order to make a claim that a Mortgage Loan is a Defective Mortgage
Loan based upon a breach of a representation and warranty under Section 6.2,
Purchaser must execute and deliver a Certificate of Defect for such Mortgage
Loan on or before the Survival Termination Date. If Purchaser fails to deliver
such Certificate of Defect within the applicable period, then such failure shall
terminate and extinguish any rights of Purchaser to submit a Certificate of
Defect, to require Seller to cure any defect in, delete, substitute for, or
repurchase, such Mortgage Loan as a result of such breach of a representation or
warranty under Section 6.2.

                                      A-11
<PAGE>

         SECTION 5.3 SELLER'S ELECTIONS FOR CLAIM OF DEFECTIVE MORTGAGE LOAN.

                  (a) By no later than five Business Days following its receipt
of a Certificate of Defect timely given under Section 5.2 that alleges a
material breach of a representation or warranty, Seller shall notify Purchaser
(A)(x) that Seller disputes (1) that the alleged breach exists, (2) that the
alleged breach is properly the subject of a Certificate of Defect pursuant to
this Agreement, or (3) that the breach materially and adversely affects the
value of the Mortgage Loan, and (y) of the basis for Seller's position; (B) that
Seller will attempt to cure such breach within the Cure Period or (C) that
Seller deletes such Mortgage Loan and elects to repurchase or substitute the
Mortgage Loan to which such Certificate of Defect relates.

                  (b) If Seller fails to make the election specified in
paragraph (a) of this Section 5.3 for a Mortgage Loan before the expiration of
the applicable five Business Day period, then Seller shall be deemed to have
elected to delete such Defective Mortgage Loan. In such event, Seller shall be
required to repurchase such Mortgage Loan pursuant to Section 5.6.

         SECTION 5.4 DELETION OR SUBSTITUTION AT SELLER'S OPTION. If, prior to
the Closing Date, Seller reasonably believes that (a) there is a breach of a
representation or warranty of Seller with respect to a Mortgage Loan or (b) the
sale of a Mortgage Loan pursuant hereto violates any law, rule, regulation or
court order applicable to Seller or the Mortgage Loan, Seller shall provide
Purchaser with notice of same. In such event, the Mortgage Loan shall be
withdrawn (unless such notice is given under clause (a) and Purchaser waives
such breach in writing within five Business Days after receipt of such notice
from Seller) and the Total Purchase Price shall be reduced by the sum of
(i)_____% of the then unpaid principal balance of such Mortgage Loan plus (ii)
accrued interest on such Mortgage Loan up to the date of such withdrawal.

         SECTION 5.5 SUBSTITUTION PROCEDURE. In the event that Seller elects to
substitute for a Mortgage Loan that is a Defective Mortgage Loan, Seller shall
send to Purchaser a Substitution Notice that (i) identifies the Mortgage Loan
that is proposed to be deleted from the Mortgage Loans to be sold hereunder and
the Substitute Mortgage Loans proposed to be substituted for such Mortgage Loan
and (ii) calculates the Substitution Adjustment. If the proposed Substitute
Mortgage Loan is accepted by Purchaser, (i) in the event the Substitution
Adjustment is a negative number, Seller shall pay such Substitution Adjustment
to Purchaser or shall reduce the Total Purchase Price correspondingly and (ii)
in the event the Substitution Adjustment is a positive number, Purchaser shall
pay such Substitution Adjustment to Seller or shall increase the Total Purchase
Price correspondingly. Seller shall deliver to Purchaser all items required
under Section 4.2 with respect to such Substitute Mortgage Loan and Purchaser
shall convey all of its right, title and interest in and to the Deleted Mortgage
Loan to Seller and shall make all deliveries and take all other actions on the
same terms and conditions under which Seller had conveyed such Mortgage Loan to
Purchaser. If Purchaser receives any amounts on account of such Mortgage Loan
after its conveyance to Seller that are payable to Seller pursuant to the terms
of this Agreement, it shall promptly forward such sums to Seller. If Seller
substitutes a Substitute Mortgage Loan for a Defective Mortgage Loan, the
deletion date for the Defective Mortgage Loan and the substitution date of the
Substitute Mortgage Loan (which shall be the same date) shall be specified in
such Substitution Notice and shall be a date occurring on or before the date
three Business Days following the date of the relevant Substitution Notice.

                                      A-12
<PAGE>

         SECTION 5.6 REPURCHASE OF MORTGAGE LOANS. In the event Purchaser timely
submits a Certificate of Defect under Section 5.2, Seller has the option (unless
it disputes the claims made in the Certificate of Defect) to cure such breach
within the time periods set forth herein. In the event Seller neither disputes
the claims made in such Certificate of Defect nor provides notice that it will
cure such breach, Seller shall repurchase such Defective Mortgage Loan for the
applicable Repurchase Price. In such event, Purchaser shall convey all of its
right, title and interest in and to the repurchased Deleted Mortgage Loan to
Seller and shall make all deliveries and take all other actions on the same
terms and conditions under which Seller had conveyed such Mortgage Loan to
Purchaser. If Purchaser receives any amounts on account of such Mortgage Loan
after its conveyance to Seller that are payable to Seller pursuant to the terms
of this Agreement, it shall promptly forward such sums to Seller.

         SECTION 5.7 FAILURE TO CURE. If Seller has given Purchaser notice of
Seller's election to attempt to cure a breach pursuant to Section 5.3(a) but has
not cured such breach by the end of the applicable Cure Period, Seller shall be
deemed to have elected delete such Defective Mortgage Loan and to repurchase
such Mortgage Loan pursuant to Section 5.6.

         SECTION 5.8 POST-CONVEYANCE DEFECTS. If a Defective Mortgage Loan has
any defect (other than a defect resulting solely from an action or omission of
Seller, or its predecessors in interest) that did not exist when such Mortgage
Loan was conveyed to Purchaser, Purchaser shall not be entitled to delete, or
require Seller to substitute a Substitute Mortgage Loan for, or to repurchase,
such Defective Mortgage Loan.

         SECTION 5.9 WITHDRAWAL OF MORTGAGE LOAN. Notwithstanding any election
by Seller, in response to the submission by Purchaser of a Certificate of Defect
to cure or remediate any breach of a representation and warranty, Seller shall
have the right at its sole option to withdraw a Mortgage Loan prior to the
Closing Date (subject to Purchaser's right to withdraw such Certificate of
Defect).

         SECTION 5.10 CREATION OF FINAL MORTGAGE LOAN SCHEDULE. On or before the
Business Day preceding the Closing Date, Seller shall prepare the Final Mortgage
Loan Schedule and shall deliver it to Purchaser for Purchaser's review and
confirmation. The Final Mortgage Loan Schedule shall, among other things,
identify for each Mortgage Loan that is not a Deleted Mortgage Loan, the Unpaid
Principal Balance thereof.

         SECTION 5.11 SOLE REMEDY. The provisions of this Article V constitute
Purchaser's sole and exclusive remedies for breaches of Seller's representations
and warranties under Sections 6.2.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         SECTION 6.1 REPRESENTATIONS AND WARRANTIES RESPECTING SELLER. Seller
represents, warrants and covenants to Purchaser that on the date hereof and as
of the Closing Date:

                  (a) DUE ORGANIZATION AND AUTHORITY. Seller is a savings
association duly organized, validly existing and in good standing under the laws
of the United States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good standing
in each state where a Mortgaged Property is located, if the laws of such state

                                      A-13
<PAGE>

require licensing or qualification in order to conduct business of the type
conducted by Seller, and in any event Seller is in compliance with the laws of
each such state to the extent necessary to ensure the enforceability of the
related Mortgage Loan and to provide the servicing of such Mortgage Loan; Seller
has the full corporate power, authority and legal right to acquire, transfer and
convey the Mortgage Loans and to execute and deliver this Agreement and to
perform in accordance with such agreements; the execution, delivery and
performance of this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by Seller and the consummation of the
transactions contemplated hereby have been duly and validly authorized; this
Agreement and all agreements contemplated hereby evidence the valid, legal,
binding and enforceable obligation of Seller, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights of creditors and to general principles of equity, regardless of whether
such enforcement is sought in a proceeding in equity or at law; and all
requisite corporate action has been taken by Seller to make this Agreement and
all agreements contemplated hereby valid and binding upon Seller in accordance
with their terms.

                  (b) ORDINARY COURSE OF BUSINESS. The consummation of the
transactions contemplated by this Agreement are in the ordinary course of
business of Seller, and the transfer, assignment and conveyance of the Mortgage
Notes and the Mortgages by Seller pursuant to this Agreement are not subject to
the bulk transfer or any similar statutory provisions in effect in any
applicable jurisdiction.
                  (c) NO CONFLICTS. Neither the execution and delivery of this
Agreement, the acquisition of the Mortgage Loans by Seller, the sale of the
Mortgage Loans to Purchaser or the transactions contemplated hereby to be
performed by Seller, nor the fulfillment of or compliance with the terms and
conditions of this Agreement by Seller, will conflict with or result in a breach
of any of the terms, conditions or provisions of Seller's charter or by-laws or
any legal restriction or any agreement or instrument to which Seller is now a
party or by which it is bound, or constitute a default or result in an
acceleration under any of the foregoing, or, subject to any applicable
regulatory approval or nonobjection (which Seller shall obtain or confirm on or
prior to the Closing Date), result in the violation of any law, rule,
regulation, order, judgment or decree to which Seller or its property is
subject, or result in the creation or imposition of any lien, charge or
encumbrance that would have an adverse effect upon any of its properties
pursuant to the terms of any mortgage, contract, deed of trust or other
instrument, or impair (i) the ability of Purchaser to realize on the Mortgage
Loans, including, without limitation, by transfer or sale thereof to third
parties, (ii) the value of the Mortgage Loans, or (iii) the ability of Purchaser
to realize on any related insurance policy.

                  (d) ABILITY TO PERFORM; SOLVENCY. Seller does not believe, nor
does it have any reason or cause to believe, that it cannot perform each and
every covenant contained in this Agreement. Seller is solvent and the sale of
the Mortgage Loans will not cause Seller to become insolvent. The sale of the
Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any
of Seller's creditors.

                  (e) NO LITIGATION PENDING. There is no action, suit,
proceeding or investigation pending except as described by Seller in writing to
Purchaser or to Seller's actual knowledge threatened against Seller which,
either in any one instance or in the aggregate, would draw into question the
validity of this Agreement or the Mortgage Loans or of any action taken or to be
taken in connection with the obligations of Seller contemplated herein, or which

                                      A-14
<PAGE>

would be likely to impair materially the ability of Seller to perform under the
terms of this Agreement.

                  (f) NO CONSENT REQUIRED. No consent, approval, authorization
or order of, or registration or filing with, or notice to any court or
governmental agency or body is required for the execution, delivery and
performance by Seller of or compliance by Seller with this Agreement or the sale
of the Mortgage Loans or the consummation by Seller of the transactions
contemplated by this Agreement, or if required, such approval will have been
obtained prior to the Closing Date.

                  (g) NO COMMISSIONS. Seller has not dealt with any person that
may be entitled to any commission or compensation from Seller or Purchaser in
connection with the execution, delivery and performance of this Agreement.

         SECTION 6.2 SURVIVING REPRESENTATIONS AND WARRANTIES BY SELLER AS TO
INDIVIDUAL MORTGAGE LOANS. Seller represents with respect to each Mortgage Loan,
as of the date hereof and as of the Closing Date:

                  (a) SOLE OWNER. Seller is the sole owner and holder of such
Mortgage Loan, with full right and authority to sell, assign and transfer such
Mortgage Loan.

                  (b) NO MODIFICATION OR RELEASE. Except as disclosed in the
Mortgage File, Seller has not modified, in any material respect, satisfied,
cancelled or subordinated the Mortgage Loan nor has Seller released the
Mortgaged Property or any part thereof.

                  (c) NO SECURITY INTEREST. Seller is transferring such Mortgage
Loan free and clear of any and all liens, pledges, equities, charges, claims or
security interests of any nature encumbering such Mortgage Loan.

                  (d) ASSIGNMENT OF MORTGAGE; NOTE ENDORSEMENT. The related
Assignment of Mortgage constitutes the legal, valid and binding assignment of
such Mortgage. The endorsement of each Mortgage Note constitutes the legal,
valid and binding assignment of such Mortgage Note, and together with the
Assignment of Mortgage, legally and validly conveys all right, title and
interest in the subject Mortgage Loan to Purchaser.

                  (e) EACH HOLDER IS AUTHORIZED TO TRANSACT BUSINESS. To the
extent required under applicable law, each holder of the Mortgage Loan was
authorized to transact and do business in the jurisdiction in which the related
Mortgaged Property is located at all times when it held the Mortgage Loan.

                  (f) COMPLIANCE WITH APPLICABLE LAWS. Seller has complied with
all federal, state and local laws and regulations affecting the origination,
administration and servicing of the Mortgage Loans in all material respects.

                  (g) NO WAIVER. Except as may be disclosed in the Mortgage
File, Seller has not waived any material default, breach, violation or event of
acceleration of any of the Mortgage Loans, and, pursuant to the terms of the
Mortgage Loan, the related Mortgage or the related Mortgage Note, no Person
other than the holder of such Mortgage Note may declare an event of default or
accelerate the related indebtedness under any such Mortgage Loan, Mortgage or
Mortgage Note.

                                      A-15
<PAGE>

                  (h) NO NOTICE OF BANKRUPTCY. Seller has not received any
notice that any Mortgagor is a debtor in any state or federal bankruptcy or
insolvency proceeding.

                  (i) VALIDITY OF DOCUMENTS. Each Mortgage Loan and each related
guaranty or other agreement is the legal, valid and binding obligation of the
maker, Mortgagor, guarantor or other party executing such document or agreement,
enforceable in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization moratorium or other laws
relating to or affecting creditors' rights generally, and by general principles
of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law) and there is no offset, defense, counterclaim or right to
rescission with respect to such Note, Mortgage or other agreements.

                  (j) PROCEEDS FULLY DISBURSED. The proceeds of the Mortgage
Loan have been fully disbursed and there is no requirement for future advances
thereunder.

                  (k) FIRST LIEN. The Mortgage constitutes a valid, existing and
enforceable first lien on the Mortgaged Property securing the related Mortgage
Note, and the Mortgaged Property is free and clear of all encumbrances and liens
having priority over the lien of the Mortgage, except for such exceptions as are
set forth in paragraph (l) below. The Mortgaged Property consists of Multifamily
Real Property situated in the state of California.

                  (l) TITLE INSURANCE. Each Mortgage File contains an ALTA or
CLTA policy of title insurance, or equivalent coverage customarily approved by
institutional investors in the jurisdiction in which the related Mortgaged
Property is located, from a title insurance company qualified to do business in
the state of California. Such title policy is in an amount not less than the
original principal amount of the related Mortgage Loan, all premiums with
respect thereto have been paid in full and such policy is freely assignable
hereunder to Purchaser without the consent of the title insurer. Such policy of
title insurance insures that the Mortgage relating thereto has first priority
subject to (i) liens for real property taxes and assessments that were not then
due and payable, (ii) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording of such
Mortgage acceptable generally to commercial mortgage lending institutions in the
area in which the related Mortgaged Property is located at the time the
Mortgaged Loan was made and (iii) such other matters to which like properties
are commonly subject that do not, individually or in the aggregate, materially
interfere with the current use of the Mortgaged Property or with the practical
realization of the benefits of the security intended to be provided by the
related Mortgage.

                  (m) CURRENT LOAN; DEFAULT, BREACH AND ACCELERATION. The
Mortgage Loan is a Current Mortgage Loan, and has been a Current Mortgage Loan
for the twelve (12) months preceding the date of this Agreement, and there is no
default, breach, violation or event of acceleration existing under the related
Mortgage or the related Mortgage Note and no event (other than payments due)
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration.

                  (n) APPRAISAL. The Mortgage File contains an appraisal of the
related Mortgaged Property which appraisal is signed by an appraiser who, to
Seller's knowledge, had no interest, direct or indirect in the Mortgaged
Property or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan. Such appraisal
was in material compliance with applicable law and regulations at the time that
such appraisal was prepared.

                                      A-16
<PAGE>

                  (o) CONDITION OF MORTGAGED PROPERTY. The Mortgaged Property
was in satisfactory condition at the time of origination of the Mortgage Loan;
PROVIDED that no representation or warranty is made with respect to compliance
with the Americans With Disabilities Act of 1990 (42 U.S.C. Section 126 et
seq.).

                  (p) NO CONDEMNATION. There is no proceeding pending, or to
Seller's knowledge threatened, for the partial or total condemnation of the
Mortgaged Property.

                  (q) TAXES, ASSESSMENTS AND OTHER CHARGES. As of the date
hereof, there are no delinquent and unadvanced taxes, (ii) delinquent
governmental assessments, (iii) delinquent water, sewer or municipal charges, or
(iv) delinquent ground rents relating to the Mortgaged Property.

                  (r) MORTGAGE PROVISIONS. The Mortgage contains provisions,
which, at the time of origination, were customary such as to render the rights
and remedies of the holder thereof adequate for foreclosure against the
Mortgaged Property and enforceable in accordance with their respective terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights of creditors and to general principles
of equity, regardless of whether such enforcement is sought in a proceeding in
equity or at law.

                  (s) HAZARD AND OTHER INSURANCE. The Mortgage Property is
insured by an insurer that, to Seller's knowledge, is financially sound, against
loss by fire, hazards covered by extended coverage insurance and such other
hazards as are customary in the area in which the Mortgaged Property is located
pursuant to insurance policies conforming to normal industry standards and
applicable regulations and, if the Mortgaged Property is in an area identified
in the Federal Register by the Federal Emergency Management Agency as having
special flood hazards (and such flood insurance is required by federal
regulation and such flood insurance has been made available), a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration. All of such insurance policies contain a standard
mortgagee clause naming Seller and its successors and assigns as mortgagee, and
all premiums thereon have been paid. The Mortgage obligates the Mortgagor
thereunder to maintain the hazard insurance policy at Mortgagor's cost and
expense, and on the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at Mortgagor's cost and expense,
and to seek reimbursement therefor from the Mortgagor. Where required by
applicable state law or regulation, the Mortgagor has been given an opportunity
to choose the carrier of the required hazard insurance. To Seller's knowledge,
each insurance policy required hereunder is the valid and binding obligation of
the insurer and is in full force and effect, and will inure to the benefit of
Purchaser upon the consummation of the transactions contemplated by this
Agreement. Seller has not engaged in, and has no knowledge of any Mortgagor's
having engaged in, any act or omission that would impair the coverage of any
such policy, the benefits of the endorsement provided for herein, or the
validity and binding effect of either the policy or such endorsement, including,
without limitation, the receipt, retention or realization of any unlawful fee,
commission, kickback or other unlawful compensation or value of any kind by any
attorney, firm or other person or entity and no such unlawful items have been
received, retained or realized by Seller.

                  (t) TRUSTEE FOR DEEDS OF TRUST. As to each Mortgage that
constitutes a deed of trust, a trustee has been properly authorized, duly
qualified and appointed under applicable law to serve as such, currently so
serves and is named in such Mortgage; and no fees or expenses are or will become
payable by Purchaser to any such trustee, except in connection with a trustee's

                                      A-17
<PAGE>

sale after default by the Mortgagor under such Mortgage. PROVIDED, HOWEVER, that
Purchaser acknowledges that, for most, if not all, of such Mortgages the entity
that serves in the capacity of trustee is closely affiliated with Seller such
that Purchaser will need to obtain a replacement trustee for such Mortgages on
the Servicing Transfer Date.

                  (u) SOLDIERS AND SAILORS CIVIL RELIEF ACT. The Mortgagor has
not notified Seller that the Mortgagor has requested, and Seller has no
knowledge that the Mortgagor has requested, any relief under the Soldiers and
Sailors Civil Relief Act of 1990.

                  (v) ENVIRONMENTAL COMPLIANCE. Seller has not received any
notice of any circumstance or condition with respect to the Mortgaged Property
that would the Mortgaged Property in violation of any applicable laws relating
to the protection of the environment or to hazardous substances or the
remediation of environmental problems; and, to Seller's knowledge, there is no
pending action or proceeding involving the Mortgaged Property in which
compliance with any environmental law, rule or regulation is an issue and Seller
is not aware of any basis for any such action or proceeding.

                  (w) LOCATION OF IMPROVEMENTS; NO ENCROACHMENTS. Except as
otherwise noted in the title insurance policy for such Mortgaged Property, at
the time that the Mortgage Loans were originated, all improvements that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of the Mortgaged
Property and no improvements on adjoining properties encroached upon the
Mortgaged Property.

         SECTION 6.3 REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser
represents and warrants to Seller that on the date hereof and as of the Closing
Date:

                  (a) DUE ORGANIZATION AND AUTHORITY. Purchaser is a savings
association duly organized, validly existing, and in good standing under the
laws of the United States of America, Purchaser has the full corporate power and
authority to acquire the Mortgage Loans and to execute and deliver this
Agreement and to perform in accordance with such agreements. The execution,
delivery and performance of this Agreement by Purchaser and the consummation of
the transactions contemplated hereby have been duly and validly authorized by
all requisite corporate action. Assuming the due authorization, execution and
delivery of this Agreement by Seller, this Agreement and all agreements
contemplated hereby evidence the valid, legal and binding obligation of
Purchaser enforceable against it in accordance with their respective terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights of creditors and to general principles
of equity, regardless of whether such enforcement is sought in a proceeding in
equity or at law.

                  (b) NO CONFLICTS. Neither the execution and delivery of this
Agreement by Purchaser, the acquisition of the Mortgage Loans by Purchaser, or
any other transactions contemplated hereby to be performed by Purchaser, nor the
fulfillment of or compliance with the terms and conditions of this Agreement by
Purchaser, will conflict with or result in a breach of any of the terms,
conditions or provisions of Purchaser's charter or by-laws or any legal
restriction or any agreement or instrument to which Purchaser is now a party or
by which it is bound, or constitute a default or result in an acceleration under
any of the foregoing, or result in the violation of any law, rule, regulation,
order, judgment or decree to which Purchaser, or its property is subject, or
result in the creation or imposition of any lien, charge or encumbrance with the
result that any of the foregoing would have a material adverse effect upon the

                                      A-18
<PAGE>

financial condition of Purchaser or its ability to carry out the transactions
contemplated by this Agreement.

                  (c) NO LITIGATION PENDING. Except as disclosed by Purchaser in
writing to Seller, there is no action, suit, proceeding or investigation
pending, or to Purchaser's knowledge threatened, against Purchaser which, either
in any one instance or in the aggregate, would draw into question the validity
of this Agreement or of any action taken or to be taken in connection with the
obligations of Purchaser contemplated herein, or which would be likely to impair
materially the ability of Purchaser to perform under the terms of this
Agreement.

                  (d) NO CONSENT REQUIRED. Except as contemplated in the Branch
Sale Agreement, no consent, approval, authorization or order of, or registration
or filing with, or notice to any court or governmental agency or body, is
required for the execution, delivery and performance by Purchaser, of or
compliance by Purchaser with this Agreement or the purchase of the Mortgage
Loans or the consummation by Purchaser of the transactions contemplated by this
Agreement, or if required, such consent, approval, authorization, order,
registration or filing has been or will be obtained or made prior to the
required or applicable date.

                  (e) NO COMMISSIONS. Purchaser has not dealt with any person
that may be entitled to any commission or compensation from Purchaser or Seller
in connection with the execution and delivery of this Agreement.

         SECTION 6.4 REPRESENTATIONS AND WARRANTIES RESPECTING THE LOAN
DOCUMENTS. Seller represents with respect to each Mortgage Loan, as of the date
hereof and as of the Closing Date:

                  (a) The Mortgage File with respect to the Mortgage Loan
contains all information and documents that are required to comply with
applicable regulations and other requirements of the Office of Thrift
Supervision governing Purchaser.

                  (b) Seller has delivered the necessary originals or copies of
the Loan and Collateral documents required by Section 4.2 to Purchaser in
accordance with the terms of Section 4.2.

         SECTION 6.5 TERMINATION OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties in Sections 6.1 and 6.2 shall survive the
Closing. The representations and warranties in Section 6.1 shall terminate and
be of no further force or effect on the Survival Termination Date. The
representations and warranties in Section 6.2 as to a particular Mortgage Loan
shall terminate and be of no further force or effect on the occurrence of a
Termination Event relating to such Mortgage Loan. The representations and
warranties in Section 6.4 shall terminate and be of no further force or effect
thirty (30) days after the Servicing Transfer Date.

         SECTION 6.6 KNOWLEDGE OR RELIANCE. For purposes of this Article VI:

                  (a) The term "to Seller's actual knowledge," or "to Seller's
knowledge" means that the officers of Seller having responsibility for the
origination, purchase or servicing of Mortgage Loans have no actual knowledge or
notice that such representation or warranty is inaccurate or incomplete, without
any independent investigation and have no knowledge of any facts or
circumstances that would render reliance thereon unjustified without further
inquiry.

                                      A-19
<PAGE>

                  (b) The term "in reliance on," means that Seller has examined
and relied in whole or in part upon the certificate, report, opinion or other
referenced document; that the information contained in such document is
sufficient to support accurately and in all material respects the substance of
the applicable representation or warranty and that Seller is under no obligation
to independently verify the information contained in such document. It is
understood that Seller's reliance must be commercially reasonable and consistent
with the standard of care exercised by prudent lending institutions originating
residential mortgage loans.

         SECTION 6.7 DEFECTS COVERED BY TITLE INSURANCE. Notwithstanding
anything to the contrary contained in this Agreement, Purchaser shall not be
entitled to deliver a Certificate of Defect for a Mortgage Loan to the extent
that Purchaser is entitled to assert a valid claim under either a title
insurance policy or any attorney's title certification with respect to the loss
caused by such breach, and in such event any such representation or warranty
shall be deemed not to have been made by Seller. Purchaser shall be deemed not
to have a valid claim under a title insurance policy or attorney's certification
if (i) in the case of a title insurance policy, the title insurer that issued
such policy has generally stopped paying valid claims under other title policies
issued by such company or (ii) in the case of any attorney's title
certification, the attorney who issues such certification is financially unable
to satisfy any claims under such attorney's title certification.

         SECTION 6.8 THIRD PARTY REPORTS. Any appraisals, structural reports,
environmental site assessments or other third-party reports or expert opinions
that are included in the Due Diligence Materials or otherwise provided by Seller
to Purchaser have been prepared for Seller by the experts named therein and have
been furnished to Purchaser solely for Purchaser's convenience. No
representations, express or implied, are being made by Seller, or any of its
employees, with respect to the content, suitability for any purpose, accuracy,
truthfulness or completeness of any such reports. Any reliance upon such reports
shall be at the sole risk of Purchaser.

                                   ARTICLE VII

                  ADDITIONAL COVENANTS OF PURCHASER AND SELLER
                  --------------------------------------------

         SECTION 7.1 ADDITIONAL PURCHASER COVENANTS.

                  (a) CONFORMITY TO LAW. Through the Survival Termination Date,
Purchaser shall abide by all applicable state and federal laws, rules and
regulations regarding the preservation and maintenance of all documents and
records relating to the Mortgage Loans purchased hereunder, including the length
of time such documents and records are to be retained.

                  (b) INSPECTION BY SELLER. After the transfer of documents or
files to Purchaser pursuant to the terms of this Agreement, Purchaser agrees
that Seller, at Seller's sole expense, shall have the continuing right, at
reasonable intervals during normal business hours and for reasonable business
purposes, as set forth in writing to Purchaser, to use, inspect and make
extracts from or copies of any such documents or records transferred by Seller
to Purchaser, upon Seller's reasonable notice to Purchaser and at the offices of
Purchaser.

                                      A-20
<PAGE>

                  (c) NOTICE OF LITIGATION. Purchaser shall promptly notify
Seller of any Claim or litigation asserted or filed, or threatened to be filed,
by any Person against Seller that arises from or relates to any of the Mortgage
Loans.

         SECTION 7.2 ADDITIONAL SELLER COVENANTS.

                  (a) NOTICE OF LITIGATION. Seller shall promptly notify
Purchaser of any Claim or litigation asserted or filed, or threatened to be
filed, by any Person against Seller that arises from or relates to any of the
Mortgage Loans.

                  (b) CONVERSION TO PURCHASER'S DATA PROCESSING SYSTEM. Seller
shall cooperate with Purchaser and respond to reasonable requests of Purchaser
relating to the conversion of the Mortgage Loans onto the data processing system
of Purchaser; PROVIDED that Purchaser shall pay all direct expenses of such
conversion.

                  (c) ACCESS TO MICROFICHE FILES. Seller shall cooperate with
Purchaser and will promptly comply with Purchaser's reasonable requests for
access to microfiche copies of documentation relating to the Mortgage Loans.

                                  ARTICLE VIII

                                  MISCELLANEOUS
                                  -------------

         SECTION 8.1 MERGER OR CONSOLIDATION OF THE PARTIES. Any Person into
which either party may be merged or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which either party shall be a
party, or any Person succeeding to the business of either party, shall be the
successor of such party hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto anything herein to
the contrary notwithstanding.

         SECTION 8.2 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if (i) mailed by
first class mail; (ii) mailed by registered or certified mail, return receipt
requested; (iii) by facsimile transmission; (iv) by overnight courier or
messenger or by other generally accepted means, when received by the other party
at the address as follows:

                     (i)      if to Seller:

                              FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK
                              4565 Colorado Boulevard
                              Los Angeles, California 90039
                              Attention: Myron Mueller and Ron Alexander

                              With a copy to:

                              FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK
                              4565 Colorado Boulevard
                              Los Angeles, California 90039
                              Attention: David E. Cher, Esq.

                     (ii)     if to Purchaser:

                                      A-21
<PAGE>

                              JACKSON FEDERAL BANK
                              599 North "E" Street
                              San Bernardino, California  92401
                              Attention: Robert Camerota

                              With a copy to:

                              JACKSON NATIONAL LIFE INSURANCE COMPANY
                              5901 Executive Drive
                              Lansing, Michigan  48901
                              Attention: General Counsel

or such other address as may hereafter be furnished to the other party by like
notice. Any such demand, notice or communication hereunder shall be deemed to
have been received on the date delivered to or received at the premises of the
addressee (as evidenced, in the case of registered or certified mail, by the
date noted on the return receipt).

         SECTION 8.3 COUNTERPARTS. This Agreement may be executed simultaneously
in any number of counterparts. Each counterpart shall be deemed to be an
original, and all such counterparts shall constitute one and the same
instrument.

         SECTION 8.4 GOVERNING LAW. The Agreement shall be construed in
accordance with the laws of the State of California and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with the
laws of the State of California.

         SECTION 8.5 INTENTION OF THE PARTIES. It is the intention of the
parties that Purchaser is purchasing, and Seller is selling the Mortgage Loans
and not a debt instrument of Seller or another security. Accordingly, the
parties hereto each intend to treat the transaction for Federal income tax
purposes as a sale by Seller, and a purchase by Purchaser, of the Mortgage
Loans. Purchaser shall have the right to review the Mortgage Loans and the
related Mortgage Files to determine the characteristics of the Mortgage Loans
which shall affect the Federal income tax consequences of owning the Mortgage
Loans and Seller shall cooperate with all reasonable requests made by Purchaser
in the course of such review. It is the understanding and intention of the
parties that Purchaser is (i) purchasing the Mortgage Loan from Seller, and (ii)
not originating or funding the origination of such Mortgage Loan. Nothing
contained in this Agreement shall constitute Purchaser and Seller as members of
any partnership, joint venture, association, syndicate, unincorporated business
or other separate entity, shall be construed to impose any liability as such on
Purchaser or Seller, or shall constitute a general or limited agency or be
deemed to confer on Purchaser or Seller or any express, implied or apparent
authority to incur any obligation or liability on behalf of the other.

         SECTION 8.6 SUCCESSORS AND ASSIGNS; ASSIGNMENT OF PURCHASE AGREEMENT.
This Agreement shall bind and inure to the benefit of and be enforceable by
Seller and Purchaser and the respective successors and assigns of Seller and
Purchaser. Neither this Agreement nor any right or obligation hereunder may be
assigned or delegated except with the prior written consent of the other party
hereto, which consent shall not unreasonably be withheld; PROVIDED, however,
that the foregoing shall nor prohibit or require consent of the other party for
an assignment by operation of law as a result of a merger or consolidation.

                                      A-22
<PAGE>

         SECTION 8.7 INTEGRATION; WAIVERS AND AMENDMENTS. This Agreement
supersedes all prior discussions and agreements between Seller and Purchaser
with respect to the purchase of the Mortgage Loans and other matters contained
herein. No term or provision of this Agreement may be amended, waived or
modified unless such amendment, waiver or modification is in writing and signed
by the party against whom such waiver or modification is sought to be enforced.

         SECTION 8.8 EXHIBITS. The exhibits to this Agreement are hereby
incorporated and made a part hereof and are an integral part of this Agreement.

         SECTION 8.9 GENERAL INTERPRETIVE PRINCIPLES. For purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

                  (a) the terms defined in this Agreement have the meanings
assigned to them in this Agreement and include the plural as well as the
singular, and the use of any gender herein shall be deemed to include the other
gender;

                  (b) references herein to "Articles," "Paragraphs," and other
subdivisions without reference to a document are to designated Articles,
Paragraphs and other subdivisions of this Agreement;

                  (c) reference to a Paragraph without further reference to an
Article is a reference to such Paragraph as contained in the same Article in
which the reference appears, and this rule shall also apply to Paragraphs and
other subdivisions;

                  (d) the words "herein," "hereof," "hereunder" and other words
of similar import refer to this Agreement as a whole and not to any particular
provision; and

         SECTION 8.10 PROTECTION OF CONFIDENTIAL INFORMATION.

                  (a) Purchaser shall keep all information obtained by it and
its officers, directors, employees, agents, attorneys, accountants or other
representatives concerning the business, properties and operations of Seller
confidential and Purchaser will use, and will cause its officers, directors,
employees, agents, attorneys, accountants or other representatives to use such
information only in connection with this Agreement and the transactions
contemplated thereby; provided that Purchaser shall be permitted to disclose
said information to the extent that disclosure thereof is required by court
order or by law.

                  (b) Purchaser and Seller shall keep confidential and shall not
divulge to any party, without the other party's prior written consent, the
purchase price paid by Purchaser for the Mortgage Loans and any information
pertaining to the Mortgage Loans or any Mortgagor thereunder, except to the
extent that it is appropriate for either party to do so in working with legal
counsel, auditors, taxing authorities or other governmental agencies in
connection with the Branch Sale Agreement and this Agreement.

                                      A-23
<PAGE>

         SECTION 8.11 ATTORNEYS' FEES. If any action is brought by either party
against the other, the prevailing party shall be entitled to recover from the
other party reasonable attorneys' fees paid or incurred in connection with such
action.

                                      A-24
<PAGE>

         IN WITNESS WHEREOF, Seller and Purchaser have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
date first above written.

                               FIDELITY FEDERAL BANK, A FEDERAL SAVINGS
                                 BANK, as Seller


                               By:
                                   ---------------------------------------------
                                    Name:
                                    Title:


                               JACKSON FEDERAL BANK, as Purchaser


                               By:
                                   ---------------------------------------------
                                    Name:
                                    Title:

                                      A-25
<PAGE>

                                                                       EXHIBIT A


                              CERTIFICATE OF DEFECT

         Pursuant to Article V of that certain Mortgage Loan Purchase Agreement
(the "AGREEMENT") by and between the undersigned as Purchaser and FIDELITY
FEDERAL BANK, A FEDERAL SAVINGS BANK as Seller, dated as of the 3rd day of
February 2000, the undersigned hereby certifies to Seller that the Mortgage Loan
identified on the Final/Initial Mortgage Loan Schedule as _________________ is a
Defective Mortgage Loan. All capitalized terms herein shall have the meanings
ascribed thereto in the Agreement.

         Material breach of a representation or warranty under Sections 6.2.
         -------------------------------------------------------------------

         Subsection(s) claimed to be materially inaccurate:




         Detailed description of condition(s) giving rise to the breach. If a
         third party report is attached, cite the specific language in such
         report that directly relates to the Subsection(s) claimed to be
         materially inaccurate:




         Evidence of material adverse effect on value of the Mortgage Loan:





         Dated the      day of                2000.
                   ----        ---------------

                                              PURCHASER



                                              JACKSON FEDERAL BANK

                                              By:
                                                  ------------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                        ------------------------


                                      A-26
<PAGE>

                                                                       EXHIBIT B

                               SUBSTITUTION NOTICE


         Pursuant to Section 5.5 of that certain Mortgage Loan Purchase
  Agreement (the "Agreement") by and between JACKSON FEDERAL BANK, as Purchaser,
  and FIDELITY FEDERAL BANK, A FEDERAL SAVINGS BANK, as Seller, dated as of the
  3rd day of February, 2000, the undersigned certifies to Seller as follows:


         1. Seller is effecting the substitution of a Substitute Mortgage Loan
for a Defective Mortgage Loan as set forth below.


         2. The Substitute Mortgage Loans being substituted are those identified
as ______________.


         3. The Repurchase Price for the Defective Mortgage Loans reference in
paragraph 2 of this Substitution Notice is $_________ [SET FORTH CALCULATION OF
REPURCHASE PRICE FOR EACH MORTGAGE LOAN].


         4. _____% of the unpaid principal balance at this time plus accrued
interest for the Substitute Mortgage Loans being substituted is
$______________________.


         5.       The Substitution Adjustment is  $_____________________  [THE
DIFFERENCE BETWEEN 3 AND 4 STATED AS NEGATIVE OR POSITIVE NUMBER]






                                              SELLER


                                              FIDELITY FEDERAL BANK, A FEDERAL
                                              SAVINGS BANK



                                              By:
                                                  ------------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                        ------------------------

                                      A-27
<PAGE>

                                    EXHIBIT B
                                    ---------

               GENERAL BILL OF SALE AND ASSIGNMENT AND ASSUMPTION

         FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Fidelity Federal Bank, a Federal Savings Bank (the "Seller"), pursuant to the
Agreement to Purchase Assets and Assume Liabilities dated February 3, 2000 (the
"Agreement"), by and between Seller and JACKSON FEDERAL BANK, a federally
chartered savings bank (the "Buyer"), hereby sells, transfers, grants, delivers,
and assigns to Buyer all of the right, title and interest of Seller in and to
the Account Loans, Records, Safe Deposit Boxes, Cash on Hand and Fixed Assets
listed on Schedule 1 attached hereto and service and maintenance contracts
listed on Schedule 2 attached hereto ("Contracts"). Capitalized terms not
defined herein shall have the meanings assigned to them in the Agreement.

         Seller represents and warrants to Buyer that it has good and marketable
title to each and all of the items and things sold, transferred and conveyed,
that it has the full right to transfer such good and marketable title to Buyer,
that each of such items and things now is, and upon delivery to Buyer will be,
free and clear of all security interests, and all other liens, Encumbrances and
adverse claims, and that Buyer will have peaceful possession and quiet enjoyment
thereof from and after the date hereof.

         In furtherance of the foregoing, Seller hereby appoints Buyer, its
successors and assigns, the true and lawful attorney-in-fact of Seller with full
power of substitution, in the name of Seller but for the benefit and at the
expense of Buyer (1) to collect for the account of Buyer all items hereby sold,
transferred and assigned to Buyer and (2) to institute and prosecute all actions
or proceedings which Buyer may deem proper in order to collect, assert or
enforce any claim, right or title of any kind in or to the property hereby sold,
transferred and assigned, to defend or compromise any and all claims, acts,
writs or proceedings in respect to any of such property and to do all such other
acts and things in relation thereto as Buyer shall deem advisable. This power of
attorney is coupled with an interest.

         Buyer assumes and agrees to pay the obligations and liabilities of the
Seller under the Contracts accruing on and after the Closing Date.

         Seller shall indemnify, hold harmless and, at the option of Buyer,
defend Buyer from and against any and all claims, liabilities, damages, costs
and expenses (including, but not limited to, reasonable attorneys' fees, court
costs and litigation expenses) relating to any of the assets herein transferred
arising before or on the date hereof, or arising out of a violation of the
warranty of title hereinabove set forth.

         Buyer shall indemnify, hold harmless and, at the option of Buyer,
defend Seller from and against any and all claims, liabilities, damages, costs
and expenses (including, but not limited to, reasonable attorneys' fees, court
costs and litigation expenses) relating to any of the assets herein transferred
arising after the date hereof, except any such claim, liability, cost or expense
caused by the gross negligence or willful act of Seller.

         In the event of any conflict between the terms hereof and the terms of
the Agreement, the terms of the Agreement shall prevail.

                                      A-28
<PAGE>

         This Bill of Sale may be executed in one or more counterparts, all of
which taken together shall constitute one instrument.

         IN WITNESS WHEREOF, Buyer and Seller have executed this Bill of Sale as
of ________________.

FIDELITY FEDERAL BANK,                      JACKSON FEDERAL BANK
A FEDERAL SAVINGS BANK



                                            By:
By:                                             --------------------------------
   ---------------------------------------       [Name]
   James E. Stutz
   President and Chief Operating Officer    Its: [Title]

                                      A-29
<PAGE>

                                    EXHIBIT C
                                    ---------

                        ASSUMPTION OF DEPOSIT LIABILITIES

         For value received, JACKSON FEDERAL BANK, a federally chartered savings
bank (the "Buyer"), executes and delivers this Assumption of Deposit Liabilities
(the "Assumption") to Fidelity Federal Bank, a Federal Savings Bank (the
"Seller"), in accordance with that certain Agreement to Purchase Assets and
Assume Liabilities dated February 3, 2000 by and between Seller and Buyer (the
"Agreement"). Capitalized terms as used in this Assumption have the meanings
assigned to them in the Agreement.

         By its execution of this Assumption, Buyer assumes and agrees to pay
the Deposit liabilities of the Seller to the holders of Deposits domiciled at
the Seller's Branches for the amounts of such accounts or deposits, including
interest accrued thereon, as of the Closing Date, in accordance with the
Agreement and the terms of such Deposits in effect as of the Closing Date. Buyer
may administer such Deposit accounts acquired from Seller pursuant to Buyer's
own internal policies and procedures, and Buyer shall have no liability or
obligation to maintain in effect the policies and procedures of Seller governing
administration of the Deposit accounts before the Closing Date; provided,
however, that Buyer and not Seller shall be responsible for properly
implementing with affected customers any such changes in policies and procedures
governing administration of the Deposit accounts, and Buyer and not Seller shall
be liable for any damages, claims or losses, including costs and attorneys'
fees, resulting from any claims that such changes were improperly implemented.

         Notwithstanding anything to the contrary contained in this Assumption
or in the Agreement, Buyer does not assume and shall have no liability for any
debts, liabilities, or obligations of Seller of any kind whatsoever except as
specifically set forth in this Assumption or the Agreement.

         This Assumption will not create in any third party (including
account-holders) any rights or remedies against Buyer which such party did not
have against Seller prior to the execution and delivery of this Assumption with
respect to the liabilities and obligations specifically assumed hereby.

         By its execution of this Assumption, Buyer acknowledges that it has
reviewed the Deposit liabilities described above, and agrees to assume those
liabilities upon the terms contained in this Assumption and in the Agreement.

         In the event of any conflict between the terms hereof and the terms of
the Agreement, the terms of the Agreement shall prevail.

<PAGE>

         This Assumption of Deposit Liabilities is executed to be effective as
of 11:59 p.m. on ________________.

JACKSON FEDERAL BANK

By:
     -----------------------------
     [Name]

Its: [Title]

                                      B-2
<PAGE>

                                    EXHIBIT D
                                    ---------

                               RETIREMENT ACCOUNTS

                               TRANSFER AGREEMENT

                                  EXAMPLE ONLY

         This Agreement (the "Transfer Agreement") is made between FIDELITY
FEDERAL BANK, A FEDERAL SAVINGS BANK, a federally chartered savings bank
("Seller") and JACKSON FEDERAL BANK, a federally chartered savings bank
("Buyer"). Capitalized terms not defined herein shall have the meanings assigned
to them in that certain Agreement to Purchase Assets and Assume Liabilities made
and entered into as of February 3, 2000 by and between Seller and Buyer (the
"Agreement"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.

                                    RECITALS
                                    --------

         A. Seller has served as trustee with respect to certain Retirement
Accounts, sponsored by the Western League of Savings Institutions or its
predecessor (the "League") (collectively, the "Plans"), the funds of which are
domiciled at the Branches as defined in the Agreement.

         B. Pursuant to the Agreement, Buyer is acquiring from Seller certain
Deposits, including Deposits holding funds of the Plans.

         C. In connection with the acquisition of such Deposits, Buyer will
succeed to the trusteeship of the Plans and become successor trustee in the
place of Seller.

         D. The Parties deem it necessary and advisable to execute this Transfer
Agreement in order to describe the terms of transfer of the Plans and the duties
and responsibilities of the Parties with regard thereto.

         E. Execution of this Transfer Agreement is a condition to and an
element of the consideration for the execution by the Parties of the Agreement.

                            (continued on next page)

<PAGE>

         Now, therefore, in consideration of premises stated above, the mutual
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which the Parties hereby acknowledge, the Parties
hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 With respect to the sale of certain Assets and the assumption of
certain liabilities relating to the Branches, "resigning trustee" shall mean
Seller and "successor trustee" shall mean Buyer.

                                   ARTICLE II

         2.1 As of the Closing Date, or such other date and time as the Parties
may fix (the "Transfer Date"), the resigning trustee shall assign, transfer and
deliver to the successor trustee as set forth in the Agreement, funds and
Deposits, domiciled in resigning trustee's Branch. Furthermore, at least thirty
(30) days prior to the Closing Date, the resigning trustee shall request the
League to remove the resigning trustee as trustee of such Plans and appoint the
successor trustee effective as of the Closing Date.

         2.2 Prior to the Transfer Date, the successor trustee shall notify
participants of each Plan acquired by successor trustee of the removal of the
resigning trustee as trustee and appointment of the successor trustee.

         2.3 After the Transfer Date, the successor trustee shall not accept any
new plans naming the resigning trustee as trustee, nor shall the successor
trustee use any advertising, materials, plan documents, or any other printed
matter referring to the resigning trustee as trustee of any Retirement Accounts
sponsored by the League.

         2.4 The resigning trustee shall prepare and file all required year-end
reports for all activity under the Plans transferred to successor trustee,
including, but not limited to, IRS form 1099R and IRS form 5498 for the portion
of the calendar year 2000 to and including the Transfer Date. The successor
trustee shall prepare and file such reports, where applicable, for the balance
of the calendar year 2000 and thereafter, so long as the successor trustee
remains as the trustee. It is further agreed that the resigning trustee and
successor trustee will each report their portion of withholding for such Plans
to the appropriate state and federal agencies.

         2.5 In the event that the resigning trustee receives, after the
Transfer Date, any documents, correspondence or other written materials relating
to the Plans transferred to successor trustee, the resigning trustee will
forward such items to the successor trustee with a written explanation of such
items. The resigning trustee agrees to answer reasonable inquiries from the
successor trustee pertaining to the Plans or to any pending transaction or items
received after the Transfer Date.

         2.6 Annual Transaction and Trustee fees for 2000 shall be collected by
the Seller provided that if the Closing occurs prior to the time which Seller in
the ordinary course would collect such fees such fees shall be collected by
Buyer. The successor trustee may assess any fees per Plan for 2001 and
thereafter pursuant to its own policies and procedures.

                                      C-2
<PAGE>

         2.7 On or before the Transfer Date, the resigning trustee shall deliver
to the successor trustee all original or legible certified copies of (i) all
documents executed by the depositors of the Plans to be transferred to successor
trustee, including, but not limited to, all adoption agreements, membership
agreements, plan amendments, and beneficiary forms, and (ii) all other records
and information necessary to allow the successor trustee to administer and
conduct business with respect to such Plans.

         2.8 On or before the Transfer Date, the resigning trustee agrees to
provide the successor trustee with a complete and up-to-date listing of:

                  (a) any and all participants of the Plans transferred to
successor trustee that have reached age 70-1/2 by 2000, and prior year balances
required for calculations of mandatory distributions;

                  (b) any or all Plans at resigning trustee's Branch receiving
periodic distributions, the method of calculation for arriving at such amounts
distributed, and copies of the approved distribution forms:

                  (c) any and all Plans on the resigning trustee's system on
deposit at the Branches;

                  (d) any and all Plans at the resigning trustee's Branch
currently not exempted from either federal tax withholding or state tax
withholding, or both, and current filing status for each participant where
withholding may apply; and

                  (e) any and all Plans at resigning trustee's Branch where the
Plan participant has died and the date of death (if known) and a legible copy of
the death certificate when available.

         2.9 The successor trustee agrees to indemnify and hold harmless the
resigning trustee, its Affiliates and successors from (i) any and all losses,
costs (including reasonable attorneys' fees), expenses, damages, liabilities or
penalties of every kind whatsoever that the resigning trustee, its Affiliates,
successors, directors, officers, employees, or agents may incur as a result of
the successor trustee's failure to perform its obligations under this Transfer
Agreement; and (ii) any penalties, taxes or other liabilities which might arise
in the event any act or omission by the successor trustee after the Transfer
Date results in disqualification of any Plan acquired from the resigning
trustee.

         2.10 The resigning trustee agrees to indemnify and hold harmless the
successor trustee, its Affiliates and successors from any and all losses, costs
(including reasonable attorneys' fees), expenses, damages, liabilities, or
penalties that the successor trustee, its Affiliates, successors, directors,
officers, employees, or agents may incur as a result of any act, omission, or
breach of fiduciary obligation by the resigning trustee prior to the Transfer
Date of in fulfillment of its obligations under this Transfer Agreement.

         2.11 After the Transfer Date, the successor trustee shall have no
further liability or obligation to the resigning trustee with respect to the
Plans transferred to the successor trustee, except as otherwise provided herein.

         2.12 If any action or proceeding is brought by either Party against the
other pertaining to or arising out of this Transfer Agreement, the final

                                      C-3
<PAGE>

prevailing Party shall be entitled to recover all costs and expenses, including
reasonable attorneys' fees, incurred on account of such action or proceeding.

         2.13 This Transfer Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which constitute one
and the same instrument.

         2.14 Resigning trustee shall retain documentation of Plan activity
prior to the Transfer Date for a period required by law for normal retention,
and shall retain responsibility for answering reasonable, written inquiries from
the successor trustee pertaining to Plan activity prior to the Transfer Date,
including (but not limited to) information relating to account histories and
Plan distributions, transfers and contributions.

         Prior to the Transfer Date, resigning trustee shall ensure that all
accounts at the Branches, if any, under Plans that also have accounts not held
at the Branches, are transferred.

         Executed this      day of                   , 2000
                       ----        ------------------

FIDELITY FEDERAL BANK,                     JACKSON FEDERAL BANK
A Federal Savings Bank
                                           By: ---------------------------------
                                                [Name]

By:                                        Its: [Title]
    -------------------------------------
    James E. Stutz
    President and Chief Operating Officer

                                      C-4
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                            PAGE


RECITALS              .........................................................1

AGREEMENT             .........................................................1

ARTICLE I             .........................................................1

DEFINITIONS           .........................................................1

ARTICLE II            .........................................................5

TERMS OF PURCHASE AND ASSUMPTION...............................................5

         2.1      Purchase and Sale of Assets..................................5

         2.2      Purchase Price...............................................5

         2.3      Assumption of Liabilities....................................5

Article III           .........................................................7

INSPECTION OF ASSETS AND REAL ESTATE VALUATION.................................7

         3.1      Valuation of Real Estate.....................................7

         3.2      Due Diligence Review, Inventory and Inspection...............7

         3.3      Other Documents..............................................8

ARTICLE IV            .........................................................8

CLOSING               .........................................................8

         4.1      Closing......................................................8

         4.2      Settlement...................................................8

         4.3      Post-Closing Adjustments.....................................9

         4.4      Deliveries at Closing........................................9

ARTICLE V             .........................................................9

REPRESENTATIONS AND WARRANTIES OF BUYER........................................9

         5.1      Organization.................................................9

         5.2      Authority...................................................10

         5.3      Compliance with Other Instruments and Law...................10

         5.4      No Breach...................................................10

         5.5      Litigation..................................................10

         5.6      Governmental Notices........................................10

         5.7      Regulatory Approvals........................................10

         5.8      Consents....................................................10

ARTICLE VI            ........................................................11

REPRESENTATIONS AND WARRANTIES OF SELLER......................................11

                                        i
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                            PAGE


         6.1      Organization................................................11

         6.2      Authority...................................................11

         6.3      Compliance with Other Instruments and Law...................11

         6.4      No Breach...................................................11

         6.5      Litigation..................................................11

         6.6      Title to Assets.............................................11

         6.7      TIN Certification...........................................12

         6.8      Account Loan Enforceability.................................12

         6.9      Safe Deposit Boxes..........................................12

         6.10     Insurance...................................................12

         6.11     Taxes.......................................................12

         6.12     Records.....................................................12

         6.13     Service and Maintenance Contracts...........................12

         6.14     Regulatory Approvals........................................12

         6.15     Consents....................................................12

         6.16     Operation...................................................13

         6.17     Condemnation................................................13

         6.18     Hazardous Substances........................................13

         6.19     Retirement Account Compliance...............................13

ARTICLE VII           ........................................................13

COVENANTS OF BUYER    ........................................................13

         7.1      Assistance in Obtaining Regulatory Approvals................13

         7.2      Performance of Liabilities..................................14

         7.3      Consents and Notices........................................14

         7.4      Further Assurances..........................................14

         7.5      Confidentiality.............................................14

ARTICLE VIII          ........................................................15

COVENANTS OF SELLER   ........................................................15

         8.1      Assistance in Obtaining Regulatory Approvals................15

         8.2      Consents and Notices........................................15

         8.3      Access to Records and Information; Personnel; Customers.....15

         8.4      Conduct of Business Pending Closing.........................15

                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                            PAGE



         8.5      Books and Records...........................................16

         8.6      Insurance Policies..........................................17

         8.7      Further Assurances..........................................17

         8.8      Consents....................................................18

         8.9      Operation of Branches.......................................18

         8.10     Service and Maintenance Contracts...........................18

         8.11     Repurchase of Certain Account Loans and Deposits............18

         8.12     Signs.......................................................19

         8.13     Cooperation.................................................19

         8.14     Confidentiality.............................................19

         8.15     Updating of Schedules.......................................19

ARTICLE IX            ........................................................20

NON-COMPETITION       ........................................................20

         9.1      Solicitation................................................20

         9.2      Non-Competition.............................................20

ARTICLE X             ........................................................20

CONDITIONS TO CLOSING ........................................................20

         10.1     Conditions to the Obligations of Buyer......................20

         10.2     Conditions to the Obligations of Seller.....................22

TERMINATION           ........................................................23

         11.1     Conditions for Termination..................................23

         11.2     Effect of Termination.......................................24

         11.3     Termination Fee.............................................24

ARTICLE XII           ........................................................25

EMPLOYEES             ........................................................25

         12.1     Employees...................................................25

         12.2     Employee Benefits...........................................26

ARTICLE XIII          ........................................................26

OTHER AGREEMENTS      ........................................................26

         13.1     Notices to Depositors.......................................26

         13.2     Safe Deposit Boxes..........................................26

         13.3     Incoming Deposits and Mail..................................27

                                       iii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                            PAGE


         13.4     Returned Items..............................................27

         13.5     ACH Items and Wire Transfers................................27

         13.6     Checking Accounts...........................................28

         13.7     Holds.......................................................28

         13.8     Retirement Accounts.........................................29

         13.9     Card Processing.............................................29

         13.10    Data Processing Conversion..................................29

         13.11    Interest Reporting..........................................30

         13.12    Withholding.................................................30

         13.13    Taxpayer Information........................................31

         13.14    Seller's Cooperation........................................31

ARTICLE XIV           ........................................................31

GENERAL PROVISIONS    ........................................................31

         14.1     Survival....................................................31

         14.2     Indemnification.............................................32

         14.3     Broker's Fees...............................................33

         14.4     Publicity and Notices.......................................33

         14.6     Attorneys' Fees.............................................34

         14.7     Sales and Transfer Taxes....................................34

         14.8     Notices.....................................................34

         14.9     Arm's Length Transaction....................................35

         14.10    Successors and Assigns......................................35

         14.11    Third Party Beneficiaries...................................35

         14.12    Governing Law; Venue........................................35

         14.13    Arbitration.................................................35

         14.14    Entire Agreement............................................36

         14.15    Headings....................................................36

         14.16    Severability................................................36

         14.17    Waiver......................................................37

         14.18    Number(s)...................................................37

         14.19    Counterparts................................................37

         14.20    Time is of the Essence......................................37

                                       iv
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                            PAGE


         14.21    Specific Performance and Lis Pendens........................37


Schedule 1.1 LIST OF BRANCHES
Exhibit A - MORTGAGE LOAN PURCHASE AGREEMENT
Exhibit B - GENERAL BILL OF SALE AND ASSIGNMENT AND ASSUMPTION
Exhibit C - ASSUMPTION OF DEPOSIT LIABILITIES
Exhibit D - RETIREMENT ACCOUNTS TRANSFER AGREEMENT

                                        v
<PAGE>


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