AMENDED AND RESTATED SUPPLEMENT TO
                       ----------------------------------
                                 TRUST AGREEMENT
                                 ---------------
                                       FOR
                                       ---
                               TERM SERIES 1999-1
                               ------------------

         This Amended and Restated Supplement to Trust Agreement for Term Series
1999-1 (as amended or modified from time to time, this  "Supplement"),  dated as
of April 14, 2000, is entered into among  Allegiance  Funding I, LLC, a Delaware
limited  liability  company  (successor  to  Allegiance  Funding  Corp.  I) (the
"Depositor"),  Manufacturers  and  Traders  Trust  Company,  a New York  banking
corporation  (the  "Trustee"),  and Point West Capital  Corporation,  a Delaware
corporation (the "Servicer").

         This Supplement  incorporates by reference all of the provisions of the
Trust Agreement (the "Trust  Agreement"),  dated as of August 1, 1998, among the
Depositor,  the Servicer and the Trustee  entered  into in  connection  with the
transactions  described  below.  This  Supplement  amends  and  restates  in its
entirety the Supplement to Trust  Agreement for Term Series 1999-1,  dated as of
September 15, 1999 (the "Prior Supplement"), among such parties.

         The Depositor  duly  authorized the execution and delivery of the Prior
Supplement  to provide for the issuance of the  Allegiance  Capital Trust I Term
Certificates,  Series 1999-1 (the "99-1 Term  Certificates"),  which consists of
the Class A Certificates,  Series 1999-1(the  "Class A  Certificates"),  Class B
Certificates, Series 1999-1 (the "Class B Certificates"),  Class C Certificates,
Series 1999-1 (the "Class C Certificates"),  Class D Certificates, Series 1999-1
(the "Class D Certificates"),  Class E Certificates, Series 1999-1 (the "Class E
Certificates"),   Class  F   Certificates,   Series   1999-1   (the   "Class   F
Certificates"),   and  Class  R  Certificates,   Series  1999-1  (the  "Class  R
Certificates")  with no aggregate principal amount, each issuable as provided in
the Trust Agreement.  This Series of Certificates has been designated as a "Term
Series"  under  the  Trust  Agreement.   The  Class  A  Certificates,   Class  B
Certificates,   Class  C  Certificates,   Class  D  Certificates   and  Class  E
Certificates  have initial  credit ratings from the Rating Agency of AA, A, BBB,
BB and B, respectively,  and the Class F and Class R Certificates are not rated.
Pursuant to Section 2.02 of the Trust Agreement,  this Supplement sets forth the
following additional terms applicable to this Series of Certificates.

Section 1.        Definitions.
----------        ------------

         "Applicable  Rate  Spread":  For each of the Class A, Class B, Class C,
Class D, Class E,  Class F and Class R  Certificates  within  this  Series,  the
amount specified below:

                  Class A = 2.00%   per  annum  for  Funding  Amounts
                                    funded  by this  Class  prior to  April  14,
                                    2000;   and  2.05%  per  annum  for  Funding
                                    Amounts funded by this Class thereafter;
                  Class B = 2.35%   per  annum  for  Funding  Amounts
                                    funded  by this  Class  prior to  April  14,
                                    2000;   and  2.40%  per  annum  for  Funding
                                    Amounts funded by this Class thereafter;
                  Class C =         3.50% per annum
                  Class D =         7.50% per annum
                  Class E =         8.50% per annum
                  Class F =         0.0% per annum
                  Class R =         0.0% per annum

         "Blended  Interest Rate":  means for each Class of  Certificates  other
than  the  Class F and the  Class R  Certificates,  a per  annum  interest  rate
determined  as of each Term Reset Date equal to the weighted

                                       1

<PAGE>


average of (i) the  Certificate  Interest  Rate as in effect on the day prior to
such Term Reset Date and (ii) the Treasury Rate determined as of such Term Reset
Date plus the  Applicable  Rate Spread,  if any, for such Class.  Such  weighted
average shall be weighted by reference to the  Outstanding  Principal  Amount of
such  Class as of such  Term  Reset  Date as  compared  to the  increase  in the
Outstanding  Principal  Amount of such Class  taking  effect on the related Term
Funding Date.

         "Certificate  Interest Rate": With respect to (i) the Class A, Class B,
Class C, Class D and Class E  Certificates  (other  than a  Sub-Class),  (A) for
Accrual  Periods  commencing  prior to the first  Term  Funding  Date  after the
Delivery Date, a per annum rate equal to the Initial  Certificate  Interest Rate
for such  Class and (B) for  Accrual  Periods  commencing  on or after such Term
Funding  Date,  a per annum rate  equal to the  Blended  Interest  Rate for such
Class;  (ii) with  respect to any  Sub-Class  of  Certificates,  the  applicable
Sub-Class Interest Rate and (iii) with respect to the Class F Certificates,  the
Class F Interest Rate.

         "Class A Certificate":  Any Certificate of this Series  designated as a
Class A  Certificate  or  Class  A-FL  Certificate,  substantially  in the  form
attached hereto as Exhibit A, and which is Outstanding as of any date.

         "Class B Certificate":  Any Certificate of this Series  designated as a
Class B  Certificate  or  Class  B-FL  Certificate,  substantially  in the  form
attached hereto as Exhibit B, and which is Outstanding as of any date.

         "Class C Certificate":  Any Certificate of this Series  designated as a
Class C Certificate, substantially in the form attached hereto as Exhibit C, and
which is Outstanding as of any date.

         "Class D Certificate":  Any Certificate of this Series  designated as a
Class D Certificate, substantially in the form attached hereto as Exhibit D, and
which is Outstanding as of any date.

         "Class E Certificate":  Any Certificate of this Series  designated as a
Class E Certificate, substantially in the form attached hereto as Exhibit E, and
which is Outstanding as of any date.

         "Class F Certificate":  Any Certificate of this Series  designated as a
Class F Certificate, substantially in the form attached hereto as Exhibit F, and
which is Outstanding as of any date.

         "Class F Interest Rate": means a per annum rate equal to 17.5%.

         "Class R Certificate":  Any Certificate of this Series  designated as a
Class R Certificate, substantially in the form attached hereto as Exhibit G, and
which is Outstanding as of any date.

         "Class Commitment  Percentage:" With respect to each Class, the meaning
set forth in the Purchase Agreement applicable to this Series.

         "Delivery Date":  September 21, 1999.

         "Funding Termination Event": The cumulative Funding of Series 99-1 Term
Certificates having an aggregate original principal amount of $60,000,045.

         "Initial  Certificate  Interest Rate":  The amount  specified below for
each Class of Certificates in this Series:

                  Class A =    7.250%

                                       2


<PAGE>


                  Class B =  7.490%
                  Class C =  8.510%
                  Class D = 13.050%
                  Class E = 13.290%
                  Class F = 17.500%

         "Initial Funding Amount":  The amount specified below for each Class of
Certificates in this Series:

                  Class A = $17,750,000.00
                  Class B = $ 1,775,000.00
                  Class C = $ 2,045,000.00
                  Class D = $ 1,775,000.00
                  Class E = $ 1,290,000.00
                  Class F = $ 2,673,529.24
                  Class R = $ 0.00

         "Initial Payment Date": October 15, 1999.

         "LIBOR Rate": With respect to each Accrual Period, a per annum interest
rate equal to the rate for London  interbank  offered  quotations  for one-month
Eurodollar  deposits  determined  by the  Servicer  for such  Accrual  Period as
follows:

         (a) On each Term Reset Date, the Servicer will determine the LIBOR Rate
         on the basis of the rate for  deposits in U.S.  Dollars for a period of
         one month that appears on Bloomberg MMR2 or, if  unavailable,  Telerate
         Page 3750, as of 11:00 a.m. (London time) on such Term Reset Date.

         (b) If such rate does not  appear on  Telerate  Page 3750 or  Bloomberg
         MMR2, the rate for such Term Reset Date will be determined on the basis
         of the rates at which  deposits  in U.S.  Dollars  are  offered  by the
         Reference Banks at approximately  11:00 a.m. (London time) on such date
         to prime banks in the London interbank market for a period of one month
         commencing  on that Term Reset  Date.  The  Servicer  will  request the
         principal  London office of each of the Reference Banks to provide such
         a  quotation.  If, on any Term Reset Date:  (i) at least two  Reference
         Banks provide  quotations when requested,  the LIBOR Rate for such Term
         Reset Date will be the  arithmetic  mean of the quotations so received;
         or (ii)  only  one or  none  of the  Reference  Banks  provides  such a
         quotation,  the LIBOR Rate will be the  arithmetic  mean of the offered
         rates  quoted by major banks in New York City  selected by the Servicer
         at  approximately  11:00  a.m.  (New York City time) on such Term Reset
         Date for loans to leading  European banks in U.S.  Dollars for a period
         of one month commencing on that Term Reset Date.

         (c) If, on any Term Reset  Date,  the LIBOR Rate  cannot be  calculated
         pursuant  to one of the above  methods,  the  LIBOR  Rate for such Term
         Reset Date shall be the rate as most recently  determinable  under such
         methods.

         "Maximum  Series  Amount":  $60,000,045,  allocated  to each  Class (or
Sub-Class)  of  Certificates  in this  Series as  provided  on the Term  Funding
Schedule.

         "Minimum Funding Amount": Fifteen million dollars ($15,000,000),  to be
funded among the various  Classes  Outstanding in accordance with their relative
Maximum  Series  Amounts;  or,  with  respect  to the  final  issuance  of  Term
Certificates  hereunder,  such  smaller  amount  necessary  to reach the Maximum
Series Amount.

                                       3


<PAGE>


         "Pro Rata Share":  With respect to (i) a Class of  Certificates in this
Series,  a fraction,  expressed as a  percentage,  the numerator of which is the
aggregate  Outstanding  Principal  Amount of such Class,  and the denominator of
which   is  the   Series   Principal   Amount;   and  (ii)  a   Certificate   or
Certificateholder  within a Class,  a fraction,  expressed as a percentage,  the
numerator of which is the Outstanding Principal Amount of such Certificate,  and
the denominator of which is the Outstanding Principal Amount of all Certificates
in the Class.

         "Scheduled Funding Termination Date": December 15, 2000.

         "Series Distributable Amount": As defined in Section 8 hereof.

         "Series  Termination  Date": For each of the Class A, Class B, Class C,
Class D,  Class E, Class F and Class R  Certificates  in this  Series,  the date
specified below:

                  Class A =   July 15, 2019
                  Class B =   July 15, 2019
                  Class C =   July 15, 2019
                  Class D =   July 15, 2019
                  Class E =   July 15, 2019
                  Class F =   July 15, 2019
                  Class R =   July 15, 2019

         "Sub-Class":  A Class A or Class B  Certificate  designated  to  accrue
interest at a floating rate in accordance with Section 4 hereof.

         "Sub-Class  Interest Rate": For each Sub-Class,  a per annum rate equal
to the LIBOR Rate as of the Term Reset Date plus the Applicable Rate Spread less
0.25%, or as otherwise set forth on the Term Funding  Schedule  delivered to the
Trustee  in  connection  with the  designation  and  Funding  of such  Sub-Class
pursuant to Section 4 hereof.

         "Term Funding Date": Any Funding Date on which the Depositor  obtains a
Funding under the 99-1 Term Certificates.

         "Term Funding Schedule": The schedule attached hereto as Schedule A, as
supplemented from time to time pursuant to Section 6 hereof and delivered with a
Funding Report related to a Term Funding Date.  Such Term Funding  Schedule,  as
amended from time to time, is incorporated herein by this reference.

         "Term  Reset  Date":  With  respect  to the  Blended  Rate,  the second
Business Day preceding a Term Funding Date.

         "Transaction  Documents  Date":  Unless  otherwise,   indicated  as  of
September 1, 1999.

         "Treasury  Rate": As determined on each Term Reset Date with respect to
each Class of  Certificates  of this Series  (other than the class F and Class R
Certificates),  a per annum rate equal to the bond equivalent  yield on actively
traded U.S. government  securities with a maturity that most closely corresponds
to the  weighted  average  life of the Loans as set  forth on page  "USD" of the
Bloomberg  Financial  Markets Screen (or if not available,  any other nationally
recognized  trading screen reporting  on-line intra-day trading in United States
government securities) at 11:00 a.m. (New York time) on such Term Reset Date, or
in the event no such  nationally  recognized  trading  screen is available,  the
arithmetic  mean of the yields for the  applicable two columns under the heading
"Week Ending"  published in the Federal Reserve H.15  Statistical  Release

                                       4

<PAGE>

under the  caption  "Treasury  Constant  Maturities"  for  maturities  that most
closely correspond to the weighted average life of such Class.

Section 2.        Clarification of Provisions in Trust Agreement as they Relate
----------        -------------------------------------------------------------
                  to this Series.
                  ---------------

         (a) For all purposes of the Trust Agreement and any Supplement thereto,
the term Class D Percentage shall be deemed to refer to the Class F Certificates
of this Series and not the Class D Certificates of this Series.

         (b) Notwithstanding Section 5.03(d)(ii) of the Trust Agreement, so long
as any Class of  Certificates  in this Series  remains  Outstanding,  any excess
funds that would otherwise be released from the Reserve Account pursuant to such
Section shall instead be distributed as follows:

                  (i)      first  to  the  Depositor,   to  the  extent  of  any
                           unreimbursed  deposits  made  by it  pursuant  to any
                           Series Supplement; and

                  (ii)     second to the Holders of the Class F Certificates, to
                           the extent of any overdue interest owing with respect
                           to such Class;

                  (iii)    third,  to the Holders of the Class R Certificates of
                           any  Term  Series  then  Outstanding  and if no  such
                           Certificates are then Outstanding, to the Depositor.

Section 3.        Class R Certificates.
----------        ---------------------

         The Class R Certificates shall be entitled to receive  distributions as
provided in Section 8 hereof,  along with (a) amounts  released from the Reserve
Account to the extent  provided in Section  5.03(d) of the Trust  Agreement  (as
modified by Section 2 of this  Supplement) and (b) Prepayment Fee Collections to
the extent provided in Section 5.01(f)(v) of the Trust Agreement.

Section 4.        Procedures for Obtaining Fundings.

         (a) Conditions Precedent.  Each Funding under this Series is subject to
             --------------------
the  satisfaction  of the  following  conditions  precedent on the relevant date
specified below:

                  (i) fifteen  (15) days prior to the Term Funding Date (or such
         shorter  period of time as may be  agreed  to by the  Certificateholder
         Agent in its sole  discretion),  the  Depositor  shall  deliver  to the
         Certificateholder  Agent and the  Certificateholders  of this  Series a
         draft Funding Report  indicating the amount of the Funding (which shall
         be within a 5% plus or minus  variance,  except in connection  with the
         final Funding under this Series) and including any proposed  changes to
         the Term Funding Schedule;

                  (ii)  five  (5)  Business  Days  prior to the  requested  Term
         Funding  Date the  Depositor  shall  deliver  to the  Certificateholder
         Agent, the  Certificateholders of this Series and the Trustee the final
         Funding  Report,  the  Term  Funding  Schedule,  and  an  executed  AFI
         Certificate substantially in the form attached hereto as Exhibit I;

                  (iii) (A) after giving effect to such Funding,  the applicable
         Maximum Series Amount shall not be exceeded and (B) the Depositor shall
         use  the  proceeds  of  such  Funding  to  repay  the  98-1   Revolving
         Certificates;

                                       5


<PAGE>


                  (iv)  such  Funding  shall  occur  on  a  date  prior  to  the
         applicable Funding  Termination Date and shall be at least equal to the
         Minimum Funding Amount for this Series when aggregated with any amounts
         to be funded on such Term Funding Date under subsection (a) above;

                  (v) after giving effect to such Funding,  there shall not have
         been more than four (4) Fundings under this Series;

                  (vi) no Default  (other  than a  Servicing  Advisor  Default),
         Depositor Event of Default, Servicer Event of Default, Special Servicer
         Event of Default or Servicing  Advisor  Event of Default shall exist or
         shall result from the Funding;

                  (vii) both before and after giving effect to such Funding, the
         Pool Performance Condition shall be met; and

                  (viii)  such  other  conditions  as  may be  specified  in the
         related Certificate Purchase Agreements.

         (b)  Preparation  of Funding  Report.  In connection  with each Funding
              ----------------------------
under this Series, the Depositor shall prepare the Funding Report, including the
Term Funding  Schedule,  and shall calculate the Certificate  Interest Rate that
will be in effect after such  Funding.  Each Funding  Report  together  with the
applicable Term Funding Schedule shall be countersigned by the Certificateholder
Agent to evidence its approval of the contents thereof.

Section 5.   Floating Rate Sub-Classes.
----------   --------------------------

        (a)  With respect to any Funding made under this Series after the Series
Principal Amount equals at least $30,000,000,  and subject to certain conditions
specified in the Certificate  Purchase  Agreement for this Series, the Depositor
may designate all or a portion of the Funding Amount to be funded by the Class A
or Class B Certificates on such date as a Sub-Class that accrues  interest based
on the LIBOR Rate.  Notwithstanding the foregoing, the cumulative amount of such
Fundings  that may be  designated  as a Sub-Class  shall not exceed  $10,000,000
without the prior written consent of the Certificateholder  Agent. The Depositor
shall make such  Sub-Class  designation in the Term Funding  Schedule  delivered
with the Funding  Report  applicable to such Term Funding Date and shall include
in such Term Funding  Schedule the Sub-Class  Interest  Rate  applicable to such
Sub-Class.  Any such  Sub-Class  shall accrue  interest at the interest rate set
forth on such schedule and shall be paid  principal and interest pari passu with
its corresponding Class of 99-1 Term Certificates.

         (b)  Certificates  evidencing  a  Sub-Class  shall  be  issued  by  the
Depositor  and  authenticated  by the  Trustee in  connection  with the  initial
Funding of any Sub-Class hereunder.

         (c)  On or before the date for initial issuance of any  Sub-Class,  the
Depositor  shall  provide  confirmation  from the Rating  Agency of the  initial
rating on each  Class of Rated  Certificates  in any  Series  then  Outstanding,
including such Sub-Class.

Section 6.    Adjustments to Term Funding Schedule and Sharing of Fundings.
----------    -------------------------------------------------------------

         As of the Delivery Date,  the Term Funding  Schedule is as set forth on
Schedule A hereto.  A revised Term Funding  Schedule shall be included with each
Funding  Report  delivered in  connection  with a Term Funding Date from time to
time thereafter and a draft revised Term Funding Schedule shall be included with
the draft Funding  Report  prepared in  connection  with such Term Funding Date.
Each such Term Funding

                                       6

<PAGE>


Schedule  shall specify the dollar amount that each Class (or Sub-Class) of this
Series shall fund in connection with the related Funding. Each Certificateholder
within a Class (or Sub-Class)  shall fund in the aggregate its Class  Commitment
Percentage of each Funding Amount allocable to such Class (or Sub-Class).

Section 7.        Calculation of Rates.
----------        ----------------------

         On the Term Reset Date  preceding  each Term Funding Date, the Servicer
shall calculate,  and the Certificateholder  Agent shall approve in writing, the
Blended   Interest  Rate  (and  the  components   thereof)  for  each  Class  of
Certificates  that will take effect as of such Term Funding Date, and notify the
Certificateholder Agent and the Trustee in writing of the rates or other amounts
determined with respect to each such calculation.  If a Term Funding Date occurs
in the middle of an Accrual Period,  for purposes of determining the Certificate
Interest Rate, the Accrual Period for the portion of the 99-1 Term  Certificates
so funded shall be deemed to commence on such Term Funding Date.

Section 8.        Distributions.
----------        --------------

         Subject to the adjustments provided for in Section 5.02(c) of the Trust
Agreement,  on each Payment Date,  the Trustee shall  withdraw all funds then in
the Distribution Account for such Series (the "Series Distributable Amount") and
shall make the following  disbursements  in the following  order of priority (in
accordance  with the  provisions  of and  instructions  on the monthly  Servicer
Report); provided,  however, that all Recovery Proceeds, if any, included in the
Series  Distributable  Amount  shall be treated  as  Principal  Collections  for
purposes hereof:

        (a)       to  the  extent  of  the  Series   Distributable   Amount  not
attributable  to the Series  Percentage  of  Principal  Collections,  to pay the
interest accrued as of that Payment Date on all outstanding Class A Certificates
of this Series and any overdue interest;

        (b)       to  the  extent  of  the  Series   Distributable   Amount  not
attributable  to the Series  Percentage  of  Principal  Collections,  to pay the
interest accrued as of that Payment Date on all outstanding Class B Certificates
of this Series and any overdue interest;

        (c)       to  the  extent  of  the  Series   Distributable   Amount  not
attributable  to the Series  Percentage  of  Principal  Collections,  to pay the
interest accrued as of that Payment Date on all outstanding Class C Certificates
of this Series and any overdue interest;

        (d)       to  the  extent  of  the  Series   Distributable   Amount  not
attributable  to the Series  Percentage  of  Principal  Collections,  to pay the
interest accrued as of that Payment Date on all outstanding Class D Certificates
of this Series and any overdue interest;

        (e)       to the  extent  of the  Series  Distributable  Amount  are not
attributable  to the Series  Percentage  of  Principal  Collections,  to pay the
interest accrued as of that Payment Date on all outstanding Class E Certificates
of this Series and any overdue interest;

        (f)       to  the  extent  of the  Series  Percentage  of  any  Interest
Collections in excess of Scheduled Expenses and amounts distributed  pursuant to
clauses (a) - (e) above, to (i) deposit into the Reserve Account an amount equal
to the Series Percentage of the amount necessary to bring the balance therein to
an  amount  equal to the  Reserve  Account  Required  Balance  and then (ii) pay
interest accrued as of that Payment Date on all outstanding Class F Certificates
of this Series;

                                       7

<PAGE>


        (g)       to the extent of any remaining Series  Collections,  to pay to
the   Class   A    Certificateholders,    including   any   related    Sub-Class
Certificateholders,  of this Series (i) an amount equal to its Pro Rata Share of
the Principal  Distribution  Amount allocable this Series,  to be applied to the
payment of the  Outstanding  Principal  Amount of such  Certificates  until such
Outstanding  Principal Amount is repaid in full, provided,  however, that on any
Payment Date on which the Pool  Performance  Condition is not met, to pay to the
Class A Certificateholders,  including any related Sub-Class Certificateholders,
of this Series any remaining Series  Collections to be applied to the payment of
the Outstanding  Principal  Amount of such  Certificates  until such Outstanding
Principal Amount is repaid in full and (ii) any remaining overdue interest;

        (h)       to the extent of any remaining Series  Collections,  to pay to
the   Class   B    Certificateholders,    including   any   related    Sub-Class
Certificateholders,  of this Series (i) an amount equal to its Pro Rata Share of
the Principal  Distribution  Amount allocable this Series,  to be applied to the
payment of the  Outstanding  Principal  Amount of such  Certificates  until such
Outstanding  Principal Amount is repaid in full, provided,  however, that on any
Payment Date on which the Pool  Performance  Condition is not met, to pay to the
Class B Certificateholders,  including any related Sub-Class Certificateholders,
of this Series any remaining Series  Collections to be applied to the payment of
the Outstanding  Principal  Amount of such  Certificates  until such Outstanding
Principal Amount is repaid in full and (ii) any remaining overdue interest;

        (i)       to the extent of any remaining Series  Collections,  to pay to
the Class C  Certificateholders  of this  Series (i) an amount  equal to its Pro
Rata Share of the Principal  Distribution  Amount  allocable this Series,  to be
applied to the payment of the Outstanding  Principal Amount of such Certificates
until such Outstanding  Principal Amount is repaid in full,  provided,  however,
that on any Payment Date on which the Pool Performance  Condition is not met, to
pay to the  Class C  Certificateholders  of this  Series  any  remaining  Series
Collections to be applied to the payment of the Outstanding  Principal Amount of
such Certificates until such Outstanding  Principal Amount is repaid in full and
(ii) any remaining overdue interest;

        (j)       to the extent of any remaining Series  Collections,  to pay to
the Class D  Certificateholders  of this  Series (i) an amount  equal to its Pro
Rata Share of the Principal  Distribution  Amount  allocable this Series,  to be
applied to the payment of the Outstanding  Principal Amount of such Certificates
until such Outstanding  Principal Amount is repaid in full,  provided,  however,
that on any Payment Date on which the Pool Performance  Condition is not met, to
pay to the  Class D  Certificateholders  of this  Series  any  remaining  Series
Collections to be applied to the payment of the Outstanding  Principal Amount of
such Certificates until such Outstanding  Principal Amount is repaid in full and
(ii) any remaining overdue interest;

        (k)       to the extent of any remaining Series  Collections,  to pay to
the Class E  Certificateholders  of this  Series (i) an amount  equal to its Pro
Rata Share of the Principal  Distribution  Amount  allocable this Series,  to be
applied to the payment of the Outstanding  Principal Amount of such Certificates
until such Outstanding  Principal Amount is repaid in full,  provided,  however,
that on any Payment Date on which the Pool Performance  Condition is not met, to
pay to the  Class E  Certificateholders  of this  Series  any  remaining  Series
Collections to be applied to the payment of the Outstanding  Principal Amount of
such Certificates until such Outstanding  Principal Amount is repaid in full and
(ii) any remaining overdue interest;

        (l)       to  pay to  the  Class  F  Certificateholders,  any  remaining
Principal Collections until such Outstanding Principal Amount is repaid in full;

        (m)       to pay to the Trustee, the Servicer,  the Special Servicer and
the Servicing Advisor any other amounts due to them as expressly provided in the
Trust Agreement or in the Servicing  Agreement,  including Recovery Expenses not
previously  reimbursed and deferred  Servicer Fees,  Special  Servicer Fees, and
Servicing  Advisor Fees not otherwise  paid pursuant to any  Supplement or other
Transaction Document;

                                       8

<PAGE>


        (n)       upon the occurrence of a Depositor Event of Default, an amount
sufficient to reimburse the Trustee and the  Certificateholders for any expenses
incurred by them in enforcing remedies available under Section 6.02 of the Trust
Agreement;

        (o)       to pay to the  Class F  Certificateholders,  any  accrued  but
unpaid interest  (including overdue interest) and their remaining Pro Rata Share
of the Principal Distribution Amount not already paid above; and

        (p)       to  pay  any  and  all   remaining   funds  to  the   Class  R
Certificateholders.

Section 9.        Limitation of Transfer and Exchange of Class F Certificates.
----------        -----------------------------------------------------------

         So long as any Rated Certificates are Outstanding,  the Depositor shall
maintain  legal and  beneficial  ownership  of at least  51% of the  Outstanding
Principal  Amount of the Class F  Certificates,  unless  otherwise  agreed to in
writing by the  Controlling  Holders,  which  consent  will not be  unreasonably
withheld if (i) the purpose of such  reduction in legal or beneficial  ownership
is to  generate  funds for  reinvestment  in the  business of the  Depositor  or
Allegiance Capital, LLC and (ii) the making of such investment is not materially
adverse to the interests of the Certificateholders.

Section 10.       Minimum Denominations.
-----------       ----------------------

         The  Certificates  of this  Series  shall be issuable  without  minimum
denominations.

Section 11.       Distribution In-Kind.
-----------       ---------------------

         The parties  hereto,  by their  execution of this  Supplement,  and the
Holders  of the 99-1  Term  Certificates,  by their  execution  of the  Purchase
Agreement,  acknowledge and approve the  distribution  in-kind by the Trustee to
the Holder of the Class D-R Revolving  Certificate,  Series 1998-1 of all right,
title and  interest  in and to *** and any Loan  Assets  related to such Loan in
lieu of a portion of the cash prepayment  otherwise being made to such Holder as
of the Delivery Date.  The in kind  distribution  shall be credited  against the
cash  prepayment  due to such Holder in an amount equal to the unpaid  principal
balance of such Loan, as shown on the  Repurchase  Price  Calculation  Statement
included in the Servicer  Report dated September 13, 1999. The Trustee is hereby
directed to execute and deliver all  assignments,  note  endorsements  and other
documentation necessary to effectuate such distribution in kind.

Section 12.       General Provisions.
-----------       -------------------

         As  supplemented  by this  Supplement,  the Trust  Agreement  is in all
respects ratified and confirmed and the Trust Agreement as so supplemented shall
be read, taken and construed as one and the same  instrument.  In the event that
any term or provision  contained  herein shall conflict with or be  inconsistent
with any term or  provision  contained  in the  Trust  Agreement,  the terms and
conditions of the Supplement shall be controlling.

         The 99-1 Certificates shall be deemed amended according to the terms of
this  Amended and Restated  Supplement.  In the event that any term or provision
contained  herein  shall  conflict  with or be  inconsistent  with  any  term or
provision contained in the existing 99-1 Certificates,  the terms and conditions
of this Amended and Restated Supplement shall be controlling. The holders of the
99-1 Certificates shall not be required to exchange their existing  Certificates
for amended Certificates.

***Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.

                                       9

<PAGE>


         This  Supplement  shall be construed in accordance with and governed by
the internal laws of the State of New York  applicable to agreements made and to
be performed therein.

         This Supplement may be executed in any number of counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

                                       10

<PAGE>



         IN WITNESS  WHEREOF,  the Depositor,  the Trustee and the Servicer have
caused  this  Supplement  to be  executed by their  respective  duly  authorized
officers as of the date and year first written above.


                                   ALLEGIANCE FUNDING I, LLC, as the
                                   Depositor

                                   By:  ALLEGIANCE MANAGEMENT CORP., as Manager

                                   By:     /s/ M.W. McDermitt
                                   --------------------------------
                                   Name:   M.W. McDermitt
                                   Title:  Vice President and Secretary


                                   MANUFACTURERS AND TRADERS TRUST
                                   COMPANY, as the Trustee

                                   By:     /S/ Russell T. Whitley
                                   --------------------------------
                                   Name:    Russell T. Whitley
                                   Title:   Assistant Vice President


                                   POINT WEST CAPITAL CORPORATION, as
                                   the Servicer


                                   By:     /s/ John Ward Rotter
                                   --------------------------------
                                   Name:   John Ward Rotter
                                   Title:  Chief Financial Officer


<PAGE>



Consented and Agreed:

Each of the Certificateholders authorizes and directs the Trustee to execute the
foregoing.


PACIFIC LIFE INSURANCE COMPANY
(Certificates held in the nominee name MAC & CO.)

By:       /s/ Cathy Schwartz
Its:      Assistant Vice President
Date:     4/14/00


By:       /s/ Audrey L. Milfs
Its:      Corporate Secretary
Date:     4/14/00

UNITED OF OMAHA LIFE INSURANCE COMPANY

By:       /s/ Kent Knudsen
Its:      Vice President
Date:     4/14/00


NATIONWIDE LIFE INSURANCE COMPANY

By:       /s/ Mark W. Poeppelman
Its:      Associate Vice President
Date:     4/13/00

LIBERTY LIFE  INSURANCE  COMPANY
(Certificates  held in the nominee name HARE &
CO.)

By:       /s/ Adam Emerson
Its:      Authorized Officer
Date:     4/14/00

TICE & CO.

By:       /s/ Brian Hunt
Its:      Partner
Date:     4/13/00


<PAGE>





                                                                     EXHIBIT A
                                                                     ---------


                        FORM OF CLASS A TERM CERTIFICATE
                        --------------------------------

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS  PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS.  THIS  CERTIFICATE  MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE,  TRANSFER,  PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE  WITH SECTION 2.06 OF THE TRUST  AGREEMENT  REFERRED TO HEREIN AND
(B) IS MADE (i)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION  REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE  STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE  SECURITIES  ACT WHO IS AWARE THAT THE RESALE
OR OTHER  TRANSFER IS BEING MADE IN RELIANCE  ON RULE 144A.  NEITHER  ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE  "TRUSTEE"),  IS OBLIGATED TO REGISTER THE  CERTIFICATES  UNDER THE
SECURITIES  ACT OR ANY  APPLICABLE  STATE  SECURITIES  LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS A  CERTIFICATE  IS TO BE MADE,  THE  PROSPECTIVE  TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST  AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A),  AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH  TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.

DUE TO THE  PROVISIONS  FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL  CONTAINED
HEREIN,  THE OUTSTANDING  PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT  SHOWN ON THE FACE  HEREOF.  ANYONE  PURCHASING
THIS  CERTIFICATE  MAY  ASCERTAIN  THE  OUTSTANDING  PRINCIPAL  AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.

No. A                                                      % of Class
     ----                                                             ----


                           ALLEGIANCE CAPITAL TRUST I
                     CLASS A TERM CERTIFICATE, SERIES 1999-1

Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.

             (This  Certificate  does not  represent  an  obligation  of,  or an
            interest in, the Depositor,  Allegiance Capital, LLC, the Trustee or
            any of their respective affiliates or successors.)


                                      A-1



<PAGE>







                           Registered Owner:
                                             ----------------------

DELIVERY DATE:                           SERIES TERMINATION DATE: July 15, 2019
              ----- --, ----

         THIS CERTIFIES THAT the registered  owner  specified above is the owner
of an  undivided  fractional  interest in the  Allegiance  Capital  Trust I (the
"Trust") formed by Allegiance  Funding I, LLC (the  "Depositor").  The Trust was
created pursuant to the Trust  Agreement,  dated as of August 1, 1998, among the
Depositor,  Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital  Corporation,  as Servicer,  and the  Supplement to Trust
Agreement  for Term Series  1999-1,  dated as of September  15, 1999,  among the
Depositor,  the  Trustee  and  Point  West  Capital  Corporation,   as  Servicer
(collectively, the "Trust Agreement").  Reference is made to the Trust Agreement
for a statement  of the  respective  rights  thereunder  of the  Depositor,  the
Trustee  and the  Holders  of the  Certificates,  and the terms  upon  which the
Certificates are, and are to be, authenticated and delivered.  To the extent not
otherwise  defined  herein,  each  capitalized  term used herein has the meaning
assigned to it in the Trust Agreement.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
designated  as the  Class A Term  Certificates,  Series  1999-1  having a Series
Termination  Date of July 15, 2019  (herein  called the "Class A  Certificates")
issued and to be issued under the Trust  Agreement.  This Class A Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement,  to which Trust  Agreement the holder of this Class A Certificate  by
virtue of such Holder's  acceptance  hereof  assents and by which such Holder is
bound.

         The Holder of this  Certificate  is obligated  to provide  funds to the
Depositor  on each  Funding  Date  during  the  Funding  Period  subject  to the
applicable  terms and conditions  set forth in the  Transaction  Documents.  The
Fundings  made by the  Holder  of this  Certificate  to the  Depositor  shall be
evidenced by this  Certificate  and the  Certificateholder  shall endorse on the
schedule  annexed  hereto and made a part  hereof,  or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect  thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule   attached  hereto  or  maintain  such  records;   provided  that  each
                                                            --------
Certificateholder's  endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee,  absent manifest error
in such register.  The failure of the  Certificateholder to make, or an error in
making,  a notation  with  respect to any Funding  shall not limit or  otherwise
affect the obligations of the Depositor  hereunder or under the Trust Agreement.
The  aggregate  amount  of all  Fundings  to be  made  by  the  Holder  of  this
Certificate shall be set forth in the Term Funding Schedule.

         This Class A Certificate  bears interest  during each Accrual Period on
the  Outstanding  Principal  Amount  hereof (as of the first day of the  Accrual
Period) at the  Certificate  Interest  Rate,  until and  including  the last day
preceding the Payment Date on which the Outstanding  Principal Amount hereof has
been reduced to zero. Interest on the Outstanding  Principal Amount hereof shall
be calculated on the basis of a 360-day year  consisting of 12 months of 30 days
each.  Interest  shall be due and payable in arrears on each  Payment  Date.  In
addition, with respect to any Funding by the Class A Certificates of this Series
occurring in any Accrual  Period  following  the  preceding  Payment  Date,  the
related  Funding  Amounts shall accrue  interest  from the related  Funding Date
through  the end of the  Accrual  Period  in which  such  Funding  occurs at the
applicable  Certificate  Interest Rate. In making any interest  payment,  if the
interest  calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01,  then such payment shall be decreased to the
nearest  whole  cent,  and no  subsequent  adjustment  shall be made in  respect
thereof.

                                      A-2



<PAGE>



         The  principal  of  this  Class  A  Certificate  shall  be  payable  in
installments  ending no later than the Series Termination Date unless this Class
A Certificate  becomes due and payable at an earlier date by call for redemption
or otherwise.  All  reductions in the principal  amount of a Class A Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class A Certificate  and of any Class
A Certificate  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu hereof,  whether or not such payment is noted on this Class A
Certificate.  Each installment of principal  payable on this Class A Certificate
shall be in an amount  equal to this  Certificateholder's  pro rata share of the
Class A Principal  Distribution  Amount  available to be paid in accordance with
the  priorities of Section 8 of the  Supplement for this Series and Section 5.02
of the  Trust  Agreement.  Subject  to the  terms of the  Trust  Agreement,  the
principal payable on this Class A Certificate shall be paid on each Payment Date
during the term of the Trust  Agreement,  beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class A  Certificates  of a
Series  shall  be made on a pro  rata  basis  based  upon  the  ratio  that  the
Outstanding  Principal Amount of a Class A Certificate  bears to the Outstanding
Principal  Amount of all Class A Certificates of such Series;  provided that, if
as a result of such  proration  a portion of such  principal  would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.

         In addition,  the Certificate  Prepayment Fee Amount,  if any, shall be
distributed on each Payment Date to the Holders of the Class A  Certificates  to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date.  All payments of  Certificate  Prepayment Fee Amounts with respect to
the  Class A  Certificates  shall be made  prorata  based  upon the ratio of the
Outstanding  Principal Amount of this  Certificate to the Outstanding  Principal
Amount of Class A Certificates  of this Series,  provided that if as a result of
such  proration,  a portion of such payment would be less than $0.01,  then such
payment shall be reduce to the nearest whole cent.

         The  interest and  principal  so payable on any Payment  Date will,  as
provided  in the  Trust  Agreement,  be paid to the  Person  in whose  name this
Certificate is registered on the Record Date for such Payment Date,  which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this  Certificate
are  payable by wire  transfer  in  immediately  available  funds to the account
specified  in writing to the  Trustee  by the Person  whose name  appears as the
Registered  Holder of this Certificate on the Certificate  Register  received at
least five (5)  Business  Days prior to the Record Date for the Payment Date (or
if no such  account  is  specified  or if such wire  fails,  by check  mailed by
first-class  mail to the Person whose name appears as the  Registered  Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the  Certificate  Register),  in such coin or  currency of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private debts. Funds represented by checks returned  undelivered will
be held for payment to the Person entitled thereto,  subject to the terms of the
Trust  Agreement,  at the  office  or  agency in the  United  States of  America
designated  as such by the  Depositor  for such  purpose  pursuant  to the Trust
Agreement.

         The Depositor has structured the Trust  Agreement and the  Certificates
with the intention that the Trust be treated as a  partnership,  with the assets
of the  partnership  including  all of the  assets of the Trust  Estate  and the
partners  of  the  partnership  being  all  of the  Certificateholders  and  the
Depositor.  The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate  (and any Person that is a beneficial  owner of
any  interest in a  Certificate,  by virtue of such  Person's  acquisition  of a
beneficial  interest  therein),  agree to report the  transactions  contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.

                                      A-3

<PAGE>


         The  property  of the Trust  Estate  includes  certain  Loan Assets and
certain other assets described in the Trust Agreement.  The Class A Certificates
of the 1999-1 Series and all other Series of Class A  Certificates  issued under
the Trust  Agreement  are  generally  payable out of the Trust Estate pari passu
among such Class A  Certificateholders  equally and ratably  without  prejudice,
priority or  distinction  between any Class A  Certificate  by reason of time of
issue or otherwise.  The Class A Certificates  are payable only out of the Trust
Estate and do not represent  recourse  obligations of the Depositor,  Allegiance
Capital,  LLC or any of their  respective  affiliates or  successors.  The Trust
Agreement pursuant to which this Class A Certificate is issued also provides for
the  issuance  of other  Classes and Series of  Certificates  from time to time.
Payments of interest on the Class A Certificates  are senior to such payments on
other  Classes  having a lower  credit  rating  from the  Rating  Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency.  Payments of principal in the Class A  Certificates  are
senior to payments of principal on other  classes  having a lower credit  rating
from the Rating Agency and are  subordinate to such payments on any Class having
a higher credit rating from the Rating Agency.

         Unless the Depositor  exercises its Optional  Termination  rights,  the
Certificates  are  payable  only at the time and in the manner  provided  in the
Trust  Agreement  and are not  redeemable  or  prepayable  at the  option of the
Depositor before such time.

         As provided in the Trust  Agreement and subject to certain  limitations
therein set forth,  the transfer of this  Certificate  may be  registered on the
Certificate  Register of the Depositor  upon surrender of this  Certificate  for
registration  of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose,  duly endorsed by, or accompanied
by a written  instrument  of transfer  in form  reasonably  satisfactory  to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly  authorized in writing,  and thereupon one or more new Class A Certificates
of authorized  denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.

         Prior  to  due  presentment  for   registration  of  transfer  of  this
Certificate,  the  Depositor,  the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this  Certificate  is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this  Certificate be overdue,  and neither the
Depositor,  the  Trustee,  nor any such agent shall be affected by notice to the
contrary.

         The Holder of this  Certificate,  by  acceptance  of this  Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate  thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise  institute any  bankruptcy,  reorganization,  arrangement,
insolvency or liquidation  proceeding or other  proceeding  under any federal or
state bankruptcy or similar law against the Depositor.

         The  Trust  Agreement  permits,  with  certain  exceptions  as  therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the Depositor and the rights of the Holders of the  Certificates
under the Trust  Agreement  at any time by the  Depositor,  the  Trustee and the
Servicer without the consent of the Holders of the Certificates.

         The  Certificates  are issuable only in registered form without coupons
in such authorized  denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.

                                      A-4

<PAGE>


         This Class A Certificate  and the Trust  Agreement shall be governed by
and  construed in  accordance  with the internal  laws of the State of New York,
without regard to conflicts of laws principles.

         No  reference  herein to the Trust  Agreement  and no provision of this
Class A  Certificate  or of the  Trust  Agreement  shall  alter  or  impair  the
obligation  of the Trust  Estate to pay the  principal  of and  interest on this
Class A  Certificate,  but  solely  from the  assets of the Trust  Estate at the
times, place and rate, and in the coin or currency, herein prescribed.


                                      A-5
<PAGE>


         IN  WITNESS  WHEREOF,   Allegiance  Funding  I,  LLC  has  caused  this
instrument to be signed, manually, by its President or a Vice President.

                                         ALLEGIANCE FUNDING I, LLC

                                       By:      Allegiance   Management  Corp.,
                                                as Manager
                                       By:
                                                ------------------------------
                                       Title:
                                                ------------------------------

<PAGE>


                          CERTIFICATE OF AUTHENTICATION


         This  is  one  of  the   Class   A   Certificates   described   in  the
within-mentioned Trust Agreement.


Dated:
      -------------------------------------

MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee

By:
      --------------------------------------
                  Authorized Signatory




<PAGE>




Schedule to Class A Term Certificates, Series 1999-1

Disbursement
Date of                  Amount of                 Principal
Funding                  Funding                   Payment          Date Paid

-------------------------------------------------------------------------------



<PAGE>
                                                                     EXHIBIT B
                                                                     ---------

                        FORM OF CLASS B TERM CERTIFICATE
                        --------------------------------

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS  PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS.  THIS  CERTIFICATE  MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE,  TRANSFER,  PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE  WITH SECTION 2.06 OF THE TRUST  AGREEMENT  REFERRED TO HEREIN AND
(B) IS MADE (i)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION  REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE  STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE  SECURITIES  ACT WHO IS AWARE THAT THE RESALE
OR OTHER  TRANSFER IS BEING MADE IN RELIANCE  ON RULE 144A.  NEITHER  ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE  "TRUSTEE"),  IS OBLIGATED TO REGISTER THE  CERTIFICATES  UNDER THE
SECURITIES  ACT OR ANY  APPLICABLE  STATE  SECURITIES  LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS B  CERTIFICATE  IS TO BE MADE,  THE  PROSPECTIVE  TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST  AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A),  AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH  TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.

DUE TO THE  PROVISIONS  FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL  CONTAINED
HEREIN,  THE OUTSTANDING  PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT  SHOWN ON THE FACE  HEREOF.  ANYONE  PURCHASING
THIS  CERTIFICATE  MAY  ASCERTAIN  THE  OUTSTANDING  PRINCIPAL  AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.

No. B                                                   % of Class
     -----                                                         ------

                           ALLEGIANCE CAPITAL TRUST I
                     CLASS B TERM CERTIFICATE, SERIES 1999-1

Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.

             (This  Certificate  does not  represent  an  obligation  of,  or an
            interest in, the Depositor,  Allegiance Capital, LLC, the Trustee or
            any of their respective affiliates or successors.)



                                      B-1

<PAGE>

                Registered Owner:
                                  -------------------------------

DELIVERY DATE:                           SERIES TERMINATION DATE: July 15, 2019
              ----- --, ----

         THIS CERTIFIES THAT the registered  owner  specified above is the owner
of an  undivided  fractional  interest in the  Allegiance  Capital  Trust I (the
"Trust") formed by Allegiance  Funding I, LLC (the  "Depositor").  The Trust was
created pursuant to the Trust  Agreement,  dated as of August 1, 1998, among the
Depositor,  Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital  Corporation,  as Servicer,  and the  Supplement to Trust
Agreement  for Term Series  1999-1,  dated as of September  15, 1999,  among the
Depositor,  the  Trustee  and  Point  West  Capital  Corporation,   as  Servicer
(collectively, the "Trust Agreement").  Reference is made to the Trust Agreement
for a statement  of the  respective  rights  thereunder  of the  Depositor,  the
Trustee  and the  Holders  of the  Certificates,  and the terms  upon  which the
Certificates are, and are to be, authenticated and delivered.  To the extent not
otherwise  defined  herein,  each  capitalized  term used herein has the meaning
assigned to it in the Trust Agreement.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
designated  as the  Class B Term  Certificates,  Series  1999-1  having a Series
Termination  Date of July 15, 2019  (herein  called the "Class B  Certificates")
issued and to be issued under the Trust  Agreement.  This Class B Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement,  to which Trust  Agreement the holder of this Class B Certificate  by
virtue of such Holder's  acceptance  hereof  assents and by which such Holder is
bound.

         The Holder of this  Certificate  is obligated  to provide  funds to the
Depositor  on each  Funding  Date  during  the  Funding  Period  subject  to the
applicable  terms and conditions  set forth in the  Transaction  Documents.  The
Fundings  made by the  Holder  of this  Certificate  to the  Depositor  shall be
evidenced by this  Certificate  and the  Certificateholder  shall endorse on the
schedule  annexed  hereto and made a part  hereof,  or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect  thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule   attached  hereto  or  maintain  such  records;   provided  that  each
                                                            --------
Certificateholder's  endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee,  absent manifest error
in such register.  The failure of the  Certificateholder to make, or an error in
making,  a notation  with  respect to any Funding  shall not limit or  otherwise
affect the obligations of the Depositor  hereunder or under the Trust Agreement.
The  aggregate  amount  of all  Fundings  to be  made  by  the  Holder  of  this
Certificate shall be set forth in the Term Funding Schedule.

         This Class B Certificate  bears interest  during each Accrual Period on
the  Outstanding  Principal  Amount  hereof (as of the first day of the  Accrual
Period) at the  Certificate  Interest  Rate,  until and  including  the last day
preceding the Payment Date on which the Outstanding  Principal Amount hereof has
been reduced to zero. Interest on the Outstanding  Principal Amount hereof shall
be calculated on the basis of a 360-day year  consisting of 12 months of 30 days
each.  Interest  shall be due and payable in arrears on each  Payment  Date.  In
addition, with respect to any Funding by the Class B Certificates of this Series
occurring in any Accrual  Period  following  the  preceding  Payment  Date,  the
related  Funding  Amounts shall accrue  interest  from the related  Funding Date
through  the end of the  Accrual  Period  in which  such  Funding  occurs at the
applicable  Certificate  Interest Rate. In making any interest  payment,  if the
interest  calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01,  then such payment shall be decreased to the
nearest  whole  cent,  and no  subsequent  adjustment  shall be made in  respect
thereof.

                                      B-2

<PAGE>


         The  principal  of  this  Class  B  Certificate  shall  be  payable  in
installments  ending no later than the Series Termination Date unless this Class
B Certificate  becomes due and payable at an earlier date by call for redemption
or otherwise.  All  reductions in the principal  amount of a Class B Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class B Certificate  and of any Class
B Certificate  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu hereof,  whether or not such payment is noted on this Class B
Certificate.  Each installment of principal  payable on this Class B Certificate
shall be in an amount  equal to this  Certificateholder's  pro rata share of the
Class B Principal  Distribution  Amount  available to be paid in accordance with
the  priorities of Section 8 of the  Supplement for this Series and Section 5.02
of the  Trust  Agreement.  Subject  to the  terms of the  Trust  Agreement,  the
principal payable on this Class B Certificate shall be paid on each Payment Date
during the term of the Trust  Agreement,  beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class B  Certificates  of a
Series  shall  be made on a pro  rata  basis  based  upon  the  ratio  that  the
Outstanding  Principal Amount of a Class B Certificate  bears to the Outstanding
Principal  Amount of all Class B Certificates of such Series;  provided that, if
                                                               --------
as a result of such  proration  a portion of such  principal  would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.

         In addition,  the Certificate  Prepayment Fee Amount,  if any, shall be
distributed on each Payment Date to the Holders of the Class B  Certificates  to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date.  All payments of  Certificate  Prepayment Fee Amounts with respect to
the  Class B  Certificates  shall be made  prorata  based  upon the ratio of the
Outstanding  Principal Amount of this  Certificate to the Outstanding  Principal
Amount of Class B Certificates  of this Series,  provided that if as a result of
such  proration,  a portion of such payment would be less than $0.01,  then such
payment shall be reduce to the nearest whole cent.

         The  interest and  principal  so payable on any Payment  Date will,  as
provided  in the  Trust  Agreement,  be paid to the  Person  in whose  name this
Certificate is registered on the Record Date for such Payment Date,  which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this  Certificate
are  payable by wire  transfer  in  immediately  available  funds to the account
specified  in writing to the  Trustee  by the Person  whose name  appears as the
Registered  Holder of this Certificate on the Certificate  Register  received at
least five (5)  Business  Days prior to the Record Date for the Payment Date (or
if no such  account  is  specified  or if such wire  fails,  by check  mailed by
first-class  mail to the Person whose name appears as the  Registered  Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the  Certificate  Register),  in such coin or  currency of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private debts. Funds represented by checks returned  undelivered will
be held for payment to the Person entitled thereto,  subject to the terms of the
Trust  Agreement,  at the  office  or  agency in the  United  States of  America
designated  as such by the  Depositor  for such  purpose  pursuant  to the Trust
Agreement.

         The Depositor has structured the Trust  Agreement and the  Certificates
with the intention that the Trust be treated as a  partnership,  with the assets
of the  partnership  including  all of the  assets of the Trust  Estate  and the
partners  of  the  partnership  being  all  of the  Certificateholders  and  the
Depositor.  The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate  (and any Person that is a beneficial  owner of
any  interest in a  Certificate,  by virtue of such  Person's  acquisition  of a
beneficial  interest  therein),  agree to report the  transactions  contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.

                                      B-3

<PAGE>


         The  property  of the Trust  Estate  includes  certain  Loan Assets and
certain other assets described in the Trust Agreement.  The Class B Certificates
of the 1999-1 Series and all other Series of Class B  Certificates  issued under
the Trust  Agreement  are  generally  payable out of the Trust Estate pari passu
among such Class B  Certificateholders  equally and ratably  without  prejudice,
priority or  distinction  between any Class B  Certificate  by reason of time of
issue or otherwise.  The Class B Certificates  are payable only out of the Trust
Estate and do not represent  recourse  obligations of the Depositor,  Allegiance
Capital,  LLC or any of their  respective  affiliates or  successors.  The Trust
Agreement pursuant to which this Class B Certificate is issued also provides for
the  issuance  of other  Classes and Series of  Certificates  from time to time.
Payments of interest on the Class B Certificates  are senior to such payments on
other  Classes  having a lower  credit  rating  from the  Rating  Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency.  Payments of principal in the Class B  Certificates  are
senior to payments of principal on other  classes  having a lower credit  rating
from the Rating Agency and are  subordinate to such payments on any Class having
a higher credit rating from the Rating Agency.

         Unless the Depositor  exercises its Optional  Termination  rights,  the
Certificates  are  payable  only at the time and in the manner  provided  in the
Trust  Agreement  and are not  redeemable  or  prepayable  at the  option of the
Depositor before such time.

         As provided in the Trust  Agreement and subject to certain  limitations
therein set forth,  the transfer of this  Certificate  may be  registered on the
Certificate  Register of the Depositor  upon surrender of this  Certificate  for
registration  of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose,  duly endorsed by, or accompanied
by a written  instrument  of transfer  in form  reasonably  satisfactory  to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly  authorized in writing,  and thereupon one or more new Class B Certificates
of authorized  denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.

         Prior  to  due  presentment  for   registration  of  transfer  of  this
Certificate,  the  Depositor,  the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this  Certificate  is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this  Certificate be overdue,  and neither the
Depositor,  the  Trustee,  nor any such agent shall be affected by notice to the
contrary.

         The Holder of this  Certificate,  by  acceptance  of this  Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate  thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise  institute any  bankruptcy,  reorganization,  arrangement,
insolvency or liquidation  proceeding or other  proceeding  under any federal or
state bankruptcy or similar law against the Depositor.

         The  Trust  Agreement  permits,  with  certain  exceptions  as  therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the Depositor and the rights of the Holders of the  Certificates
under the Trust  Agreement  at any time by the  Depositor,  the  Trustee and the
Servicer without the consent of the Holders of the Certificates.

         The  Certificates  are issuable only in registered form without coupons
in such authorized  denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.

                                      B-4

<PAGE>

         This Class B Certificate  and the Trust  Agreement shall be governed by
and  construed in  accordance  with the internal  laws of the State of New York,
without regard to conflicts of laws principles.

         No  reference  herein to the Trust  Agreement  and no provision of this
Class B  Certificate  or of the  Trust  Agreement  shall  alter  or  impair  the
obligation  of the Trust  Estate to pay the  principal  of and  interest on this
Class B  Certificate,  but  solely  from the  assets of the Trust  Estate at the
times, place and rate, and in the coin or currency, herein prescribed.


                                      B-5

<PAGE>



         IN  WITNESS  WHEREOF,   Allegiance  Funding  I,  LLC  has  caused  this
instrument to be signed, manually, by its President or a Vice President.

                                         ALLEGIANCE FUNDING I, LLC

                                       By:      Allegiance   Management  Corp.,
                                                as Manager
                                       By:
                                                ------------------------------
                                       Title:
                                                ------------------------------

<PAGE>


                          CERTIFICATE OF AUTHENTICATION


         This  is  one  of  the   Class   B   Certificates   described   in  the
within-mentioned Trust Agreement.


Dated:
      -------------------------------------

MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee

By:
      --------------------------------------
                  Authorized Signatory




<PAGE>




Schedule to Class B Term Certificates, Series 1999-1

Disbursement
Date of                  Amount of                 Principal
Funding                  Funding                   Payment          Date Paid

-------------------------------------------------------------------------------

<PAGE>
                                                                      EXHIBIT C
                                                                      ---------

                        FORM OF CLASS C TERM CERTIFICATE
                        --------------------------------

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS  PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS.  THIS  CERTIFICATE  MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE,  TRANSFER,  PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE  WITH SECTION 2.06 OF THE TRUST  AGREEMENT  REFERRED TO HEREIN AND
(B) IS MADE (i)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION  REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE  STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE  SECURITIES  ACT WHO IS AWARE THAT THE RESALE
OR OTHER  TRANSFER IS BEING MADE IN RELIANCE  ON RULE 144A.  NEITHER  ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE  "TRUSTEE"),  IS OBLIGATED TO REGISTER THE  CERTIFICATES  UNDER THE
SECURITIES  ACT OR ANY  APPLICABLE  STATE  SECURITIES  LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS C  CERTIFICATE  IS TO BE MADE,  THE  PROSPECTIVE  TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST  AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A),  AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH  TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.

DUE TO THE  PROVISIONS  FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL  CONTAINED
HEREIN,  THE OUTSTANDING  PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT  SHOWN ON THE FACE  HEREOF.  ANYONE  PURCHASING
THIS  CERTIFICATE  MAY  ASCERTAIN  THE  OUTSTANDING  PRINCIPAL  AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.

No. C                                                        % of Class
     ----                                                              ----

                           ALLEGIANCE CAPITAL TRUST I
                     CLASS C TERM CERTIFICATE, SERIES 1999-1

Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.

             (This  Certificate  does not  represent  an  obligation  of,  or an
            interest in, the Depositor,  Allegiance Capital, LLC, the Trustee or
            any of their respective affiliates or successors.)

                                      C-1



<PAGE>


                           Registered Owner:
                                             --------------------------

DELIVERY DATE:                           SERIES TERMINATION DATE: July 15, 2019
              ----- --, ----

         THIS CERTIFIES THAT the registered  owner  specified above is the owner
of an  undivided  fractional  interest in the  Allegiance  Capital  Trust I (the
"Trust") formed by Allegiance  Funding I, LLC (the  "Depositor").  The Trust was
created pursuant to the Trust  Agreement,  dated as of August 1, 1998, among the
Depositor,  Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital  Corporation,  as Servicer,  and the  Supplement to Trust
Agreement  for Term Series  1999-1,  dated as of September  15, 1999,  among the
Depositor,  the  Trustee  and  Point  West  Capital  Corporation,   as  Servicer
(collectively, the "Trust Agreement").  Reference is made to the Trust Agreement
for a statement  of the  respective  rights  thereunder  of the  Depositor,  the
Trustee  and the  Holders  of the  Certificates,  and the terms  upon  which the
Certificates are, and are to be, authenticated and delivered.  To the extent not
otherwise  defined  herein,  each  capitalized  term used herein has the meaning
assigned to it in the Trust Agreement.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
designated  as the  Class C Term  Certificates,  Series  1999-1  having a Series
Termination  Date of July 15, 2019  (herein  called the "Class C  Certificates")
issued and to be issued under the Trust  Agreement.  This Class C Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement,  to which Trust  Agreement the holder of this Class C Certificate  by
virtue of such Holder's  acceptance  hereof  assents and by which such Holder is
bound.

         The Holder of this  Certificate  is obligated  to provide  funds to the
Depositor  on each  Funding  Date  during  the  Funding  Period  subject  to the
applicable  terms and conditions  set forth in the  Transaction  Documents.  The
Fundings  made by the  Holder  of this  Certificate  to the  Depositor  shall be
evidenced by this  Certificate  and the  Certificateholder  shall endorse on the
schedule  annexed  hereto and made a part  hereof,  or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect  thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule   attached  hereto  or  maintain  such  records;   provided  that  each
                                                            --------
Certificateholder's  endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee,  absent manifest error
in such register.  The failure of the  Certificateholder to make, or an error in
making,  a notation  with  respect to any Funding  shall not limit or  otherwise
affect the obligations of the Depositor  hereunder or under the Trust Agreement.
The  aggregate  amount  of all  Fundings  to be  made  by  the  Holder  of  this
Certificate shall be set forth in the Term Funding Schedule.

         This Class C Certificate  bears interest  during each Accrual Period on
the  Outstanding  Principal  Amount  hereof (as of the first day of the  Accrual
Period) at the  Certificate  Interest  Rate,  until and  including  the last day
preceding the Payment Date on which the Outstanding  Principal Amount hereof has
been reduced to zero. Interest on the Outstanding  Principal Amount hereof shall
be calculated on the basis of a 360-day year  consisting of 12 months of 30 days
each.  Interest  shall be due and payable in arrears on each  Payment  Date.  In
addition, with respect to any Funding by the Class C Certificates of this Series
occurring in any Accrual  Period  following  the  preceding  Payment  Date,  the
related  Funding  Amounts shall accrue  interest  from the related  Funding Date
through  the end of the  Accrual  Period  in which  such  Funding  occurs at the
applicable  Certificate  Interest Rate. In making any interest  payment,  if the
interest  calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01,  then such payment shall be decreased to the
nearest  whole  cent,  and no  subsequent  adjustment  shall be made in  respect
thereof.

                                      C-2

<PAGE>



         The  principal  of  this  Class  C  Certificate  shall  be  payable  in
installments  ending no later than the Series Termination Date unless this Class
C Certificate  becomes due and payable at an earlier date by call for redemption
or otherwise.  All  reductions in the principal  amount of a Class C Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class C Certificate  and of any Class
C Certificate  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu hereof,  whether or not such payment is noted on this Class C
Certificate.  Each installment of principal  payable on this Class C Certificate
shall be in an amount  equal to this  Certificateholder's  pro rata share of the
Class C Principal  Distribution  Amount  available to be paid in accordance with
the  priorities of Section 8 of the  Supplement for this Series and Section 5.02
of the  Trust  Agreement.  Subject  to the  terms of the  Trust  Agreement,  the
principal payable on this Class C Certificate shall be paid on each Payment Date
during the term of the Trust  Agreement,  beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class C  Certificates  of a
Series  shall  be made on a pro  rata  basis  based  upon  the  ratio  that  the
Outstanding  Principal Amount of a Class C Certificate  bears to the Outstanding
Principal  Amount of all Class C Certificates of such Series;  provided that, if
                                                               --------
as a result of such  proration  a portion of such  principal  would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.

         In addition,  the Certificate  Prepayment Fee Amount,  if any, shall be
distributed on each Payment Date to the Holders of the Class C  Certificates  to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date.  All payments of  Certificate  Prepayment Fee Amounts with respect to
the  Class C  Certificates  shall be made  prorata  based  upon the ratio of the
Outstanding  Principal Amount of this  Certificate to the Outstanding  Principal
Amount of Class C Certificates  of this Series,  provided that if as a result of
such  proration,  a portion of such payment would be less than $0.01,  then such
payment shall be reduce to the nearest whole cent.

         The  interest and  principal  so payable on any Payment  Date will,  as
provided  in the  Trust  Agreement,  be paid to the  Person  in whose  name this
Certificate is registered on the Record Date for such Payment Date,  which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this  Certificate
are  payable by wire  transfer  in  immediately  available  funds to the account
specified  in writing to the  Trustee  by the Person  whose name  appears as the
Registered  Holder of this Certificate on the Certificate  Register  received at
least five (5)  Business  Days prior to the Record Date for the Payment Date (or
if no such  account  is  specified  or if such wire  fails,  by check  mailed by
first-class  mail to the Person whose name appears as the  Registered  Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the  Certificate  Register),  in such coin or  currency of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private debts. Funds represented by checks returned  undelivered will
be held for payment to the Person entitled thereto,  subject to the terms of the
Trust  Agreement,  at the  office  or  agency in the  United  States of  America
designated  as such by the  Depositor  for such  purpose  pursuant  to the Trust
Agreement.

         The Depositor has structured the Trust  Agreement and the  Certificates
with the intention that the Trust be treated as a  partnership,  with the assets
of the  partnership  including  all of the  assets of the Trust  Estate  and the
partners  of  the  partnership  being  all  of the  Certificateholders  and  the
Depositor.  The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate  (and any Person that is a beneficial  owner of
any  interest in a  Certificate,  by virtue of such  Person's  acquisition  of a
beneficial  interest  therein),  agree to report the  transactions  contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.

                                      C-3

<PAGE>


         The  property  of the Trust  Estate  includes  certain  Loan Assets and
certain other assets described in the Trust Agreement.  The Class C Certificates
of the 1999-1 Series and all other Series of Class C  Certificates  issued under
the Trust  Agreement  are  generally  payable out of the Trust Estate pari passu
among such Class C  Certificateholders  equally and ratably  without  prejudice,
priority or  distinction  between any Class C  Certificate  by reason of time of
issue or otherwise.  The Class C Certificates  are payable only out of the Trust
Estate and do not represent  recourse  obligations of the Depositor,  Allegiance
Capital,  LLC or any of their  respective  affiliates or  successors.  The Trust
Agreement pursuant to which this Class C Certificate is issued also provides for
the  issuance  of other  Classes and Series of  Certificates  from time to time.
Payments of interest on the Class C Certificates  are senior to such payments on
other  Classes  having a lower  credit  rating  from the  Rating  Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency.  Payments of principal in the Class C  Certificates  are
senior to payments of principal on other  classes  having a lower credit  rating
from the Rating Agency and are  subordinate to such payments on any Class having
a higher credit rating from the Rating Agency.

         Unless the Depositor  exercises its Optional  Termination  rights,  the
Certificates  are  payable  only at the time and in the manner  provided  in the
Trust  Agreement  and are not  redeemable  or  prepayable  at the  option of the
Depositor before such time.

         As provided in the Trust  Agreement and subject to certain  limitations
therein set forth,  the transfer of this  Certificate  may be  registered on the
Certificate  Register of the Depositor  upon surrender of this  Certificate  for
registration  of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose,  duly endorsed by, or accompanied
by a written  instrument  of transfer  in form  reasonably  satisfactory  to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly  authorized in writing,  and thereupon one or more new Class C Certificates
of authorized  denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.

         Prior  to  due  presentment  for   registration  of  transfer  of  this
Certificate,  the  Depositor,  the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this  Certificate  is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this  Certificate be overdue,  and neither the
Depositor,  the  Trustee,  nor any such agent shall be affected by notice to the
contrary.

         The Holder of this  Certificate,  by  acceptance  of this  Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate  thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise  institute any  bankruptcy,  reorganization,  arrangement,
insolvency or liquidation  proceeding or other  proceeding  under any federal or
state bankruptcy or similar law against the Depositor.

         The  Trust  Agreement  permits,  with  certain  exceptions  as  therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the Depositor and the rights of the Holders of the  Certificates
under the Trust  Agreement  at any time by the  Depositor,  the  Trustee and the
Servicer without the consent of the Holders of the Certificates.

         The  Certificates  are issuable only in registered form without coupons
in such authorized  denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.

                                      C-4

<PAGE>


         This Class C Certificate  and the Trust  Agreement shall be governed by
and  construed in  accordance  with the internal  laws of the State of New York,
without regard to conflicts of laws principles.

         No  reference  herein to the Trust  Agreement  and no provision of this
Class C  Certificate  or of the  Trust  Agreement  shall  alter  or  impair  the
obligation  of the Trust  Estate to pay the  principal  of and  interest on this
Class C  Certificate,  but  solely  from the  assets of the Trust  Estate at the
times, place and rate, and in the coin or currency, herein prescribed.

                                      C-5


<PAGE>




         IN  WITNESS  WHEREOF,   Allegiance  Funding  I,  LLC  has  caused  this
instrument to be signed, manually, by its President or a Vice President.

                                         ALLEGIANCE FUNDING I, LLC

                                       By:      Allegiance   Management  Corp.,
                                                as Manager
                                       By:
                                                ------------------------------
                                       Title:
                                                ------------------------------

<PAGE>


                          CERTIFICATE OF AUTHENTICATION


         This  is  one  of  the   Class   C   Certificates   described   in  the
within-mentioned Trust Agreement.


Dated:
      -------------------------------------

MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee

By:
      --------------------------------------
                  Authorized Signatory




<PAGE>




Schedule to Class C Term Certificates, Series 1999-1

Disbursement
Date of                  Amount of                 Principal
Funding                  Funding                   Payment          Date Paid

------------------------------------------------------------------------------


<PAGE>

                                                                     EXHIBIT D
                                                                     ---------

                        FORM OF CLASS D TERM CERTIFICATE
                        --------------------------------

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS  PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS.  THIS  CERTIFICATE  MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE,  TRANSFER,  PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE  WITH SECTION 2.06 OF THE TRUST  AGREEMENT  REFERRED TO HEREIN AND
(B) IS MADE (i)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION  REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE  STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE  SECURITIES  ACT WHO IS AWARE THAT THE RESALE
OR OTHER  TRANSFER IS BEING MADE IN RELIANCE  ON RULE 144A.  NEITHER  ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE  "TRUSTEE"),  IS OBLIGATED TO REGISTER THE  CERTIFICATES  UNDER THE
SECURITIES  ACT OR ANY  APPLICABLE  STATE  SECURITIES  LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS D  CERTIFICATE  IS TO BE MADE,  THE  PROSPECTIVE  TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST  AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A),  AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH  TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.

DUE TO THE  PROVISIONS  FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL  CONTAINED
HEREIN,  THE OUTSTANDING  PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT  SHOWN ON THE FACE  HEREOF.  ANYONE  PURCHASING
THIS  CERTIFICATE  MAY  ASCERTAIN  THE  OUTSTANDING  PRINCIPAL  AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.

No. D                                                         % of Class
     ----                                                               ----

                           ALLEGIANCE CAPITAL TRUST I
                     CLASS D TERM CERTIFICATE, SERIES 1999-1

Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.

             (This  Certificate  does not  represent  an  obligation  of,  or an
            interest in, the Depositor,  Allegiance Capital, LLC, the Trustee or
            any of their respective affiliates or successors.)



                                      D-1

<PAGE>
                       Registered Owner:
                                        -----------------------------

DELIVERY DATE:                            SERIES TERMINATION DATE: July 15, 2019
              ----- --, ----

         THIS CERTIFIES THAT the registered  owner  specified above is the owner
of an  undivided  fractional  interest in the  Allegiance  Capital  Trust I (the
"Trust") formed by Allegiance  Funding I, LLC (the  "Depositor").  The Trust was
created pursuant to the Trust  Agreement,  dated as of August 1, 1998, among the
Depositor,  Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital  Corporation,  as Servicer,  and the  Supplement to Trust
Agreement  for Term Series  1999-1,  dated as of September  15, 1999,  among the
Depositor,  the  Trustee  and  Point  West  Capital  Corporation,   as  Servicer
(collectively, the "Trust Agreement").  Reference is made to the Trust Agreement
for a statement  of the  respective  rights  thereunder  of the  Depositor,  the
Trustee  and the  Holders  of the  Certificates,  and the terms  upon  which the
Certificates are, and are to be, authenticated and delivered.  To the extent not
otherwise  defined  herein,  each  capitalized  term used herein has the meaning
assigned to it in the Trust Agreement.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
designated  as the  Class D Term  Certificates,  Series  1999-1  having a Series
Termination  Date of July 15, 2019  (herein  called the "Class D  Certificates")
issued and to be issued under the Trust  Agreement.  This Class D Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement,  to which Trust  Agreement the holder of this Class D Certificate  by
virtue of such Holder's  acceptance  hereof  assents and by which such Holder is
bound.

         The Holder of this  Certificate  is obligated  to provide  funds to the
Depositor  on each  Funding  Date  during  the  Funding  Period  subject  to the
applicable  terms and conditions  set forth in the  Transaction  Documents.  The
Fundings  made by the  Holder  of this  Certificate  to the  Depositor  shall be
evidenced by this  Certificate  and the  Certificateholder  shall endorse on the
schedule  annexed  hereto and made a part  hereof,  or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect  thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule   attached  hereto  or  maintain  such  records;   provided  that  each
                                                            --------
Certificateholder's  endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee,  absent manifest error
in such register.  The failure of the  Certificateholder to make, or an error in
making,  a notation  with  respect to any Funding  shall not limit or  otherwise
affect the obligations of the Depositor  hereunder or under the Trust Agreement.
The  aggregate  amount  of all  Fundings  to be  made  by  the  Holder  of  this
Certificate shall be set forth in the Term Funding Schedule.

         This Class D Certificate  bears interest  during each Accrual Period on
the  Outstanding  Principal  Amount  hereof (as of the first day of the  Accrual
Period) at the  Certificate  Interest  Rate,  until and  including  the last day
preceding the Payment Date on which the Outstanding  Principal Amount hereof has
been reduced to zero. Interest on the Outstanding  Principal Amount hereof shall
be calculated on the basis of a 360-day year  consisting of 12 months of 30 days
each.  Interest  shall be due and payable in arrears on each  Payment  Date.  In
addition, with respect to any Funding by the Class D Certificates of this Series
occurring in any Accrual  Period  following  the  preceding  Payment  Date,  the
related  Funding  Amounts shall accrue  interest  from the related  Funding Date
through  the end of the  Accrual  Period  in which  such  Funding  occurs at the
applicable  Certificate  Interest Rate. In making any interest  payment,  if the
interest  calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01,  then such payment shall be decreased to the
nearest  whole  cent,  and no  subsequent  adjustment  shall be made in  respect
thereof.

                                      D-2

<PAGE>

         The  principal  of  this  Class  D  Certificate  shall  be  payable  in
installments  ending no later than the Series Termination Date unless this Class
D Certificate  becomes due and payable at an earlier date by call for redemption
or otherwise.  All  reductions in the principal  amount of a Class D Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class D Certificate  and of any Class
D Certificate  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu hereof,  whether or not such payment is noted on this Class D
Certificate.  Each installment of principal  payable on this Class D Certificate
shall be in an amount  equal to this  Certificateholder's  pro rata share of the
Class D Principal  Distribution  Amount  available to be paid in accordance with
the  priorities of Section 8 of the  Supplement for this Series and Section 5.02
of the  Trust  Agreement.  Subject  to the  terms of the  Trust  Agreement,  the
principal payable on this Class D Certificate shall be paid on each Payment Date
during the term of the Trust  Agreement,  beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class D  Certificates  of a
Series  shall  be made on a pro  rata  basis  based  upon  the  ratio  that  the
Outstanding  Principal Amount of a Class D Certificate  bears to the Outstanding
Principal  Amount of all Class D Certificates of such Series;  provided that, if
                                                               --------
as a result of such  proration  a portion of such  principal  would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.

         In addition,  the Certificate  Prepayment Fee Amount,  if any, shall be
distributed on each Payment Date to the Holders of the Class D  Certificates  to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date.  All payments of  Certificate  Prepayment Fee Amounts with respect to
the  Class D  Certificates  shall be made  prorata  based  upon the ratio of the
Outstanding  Principal Amount of this  Certificate to the Outstanding  Principal
Amount of Class D Certificates  of this Series,  provided that if as a result of
such  proration,  a portion of such payment would be less than $0.01,  then such
payment shall be reduce to the nearest whole cent.

         The  interest and  principal  so payable on any Payment  Date will,  as
provided  in the  Trust  Agreement,  be paid to the  Person  in whose  name this
Certificate is registered on the Record Date for such Payment Date,  which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this  Certificate
are  payable by wire  transfer  in  immediately  available  funds to the account
specified  in writing to the  Trustee  by the Person  whose name  appears as the
Registered  Holder of this Certificate on the Certificate  Register  received at
least five (5)  Business  Days prior to the Record Date for the Payment Date (or
if no such  account  is  specified  or if such wire  fails,  by check  mailed by
first-class  mail to the Person whose name appears as the  Registered  Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the  Certificate  Register),  in such coin or  currency of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private debts. Funds represented by checks returned  undelivered will
be held for payment to the Person entitled thereto,  subject to the terms of the
Trust  Agreement,  at the  office  or  agency in the  United  States of  America
designated  as such by the  Depositor  for such  purpose  pursuant  to the Trust
Agreement.

         The Depositor has structured the Trust  Agreement and the  Certificates
with the intention that the Trust be treated as a  partnership,  with the assets
of the  partnership  including  all of the  assets of the Trust  Estate  and the
partners  of  the  partnership  being  all  of the  Certificateholders  and  the
Depositor.  The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate  (and any Person that is a beneficial  owner of
any  interest in a  Certificate,  by virtue of such  Person's  acquisition  of a
beneficial  interest  therein),  agree to report the  transactions  contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.

                                      D-3

<PAGE>

         The  property  of the Trust  Estate  includes  certain  Loan Assets and
certain other assets described in the Trust Agreement.  The Class D Certificates
of the 1999-1 Series and all other Series of Class D  Certificates  issued under
the Trust  Agreement  are  generally  payable out of the Trust Estate pari passu
among such Class D  Certificateholders  equally and ratably  without  prejudice,
priority or  distinction  between any Class D  Certificate  by reason of time of
issue or otherwise.  The Class D Certificates  are payable only out of the Trust
Estate and do not represent  recourse  obligations of the Depositor,  Allegiance
Capital,  LLC or any of their  respective  affiliates or  successors.  The Trust
Agreement pursuant to which this Class D Certificate is issued also provides for
the  issuance  of other  Classes and Series of  Certificates  from time to time.
Payments of interest on the Class D Certificates  are senior to such payments on
other  Classes  having a lower  credit  rating  from the  Rating  Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency.  Payments of principal in the Class D  Certificates  are
senior to payments of principal on other  classes  having a lower credit  rating
from the Rating Agency and are  subordinate to such payments on any Class having
a higher credit rating from the Rating Agency.

         Unless the Depositor  exercises its Optional  Termination  rights,  the
Certificates  are  payable  only at the time and in the manner  provided  in the
Trust  Agreement  and are not  redeemable  or  prepayable  at the  option of the
Depositor before such time.

         As provided in the Trust  Agreement and subject to certain  limitations
therein set forth,  the transfer of this  Certificate  may be  registered on the
Certificate  Register of the Depositor  upon surrender of this  Certificate  for
registration  of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose,  duly endorsed by, or accompanied
by a written  instrument  of transfer  in form  reasonably  satisfactory  to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly  authorized in writing,  and thereupon one or more new Class D Certificates
of authorized  denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.

         Prior  to  due  presentment  for   registration  of  transfer  of  this
Certificate,  the  Depositor,  the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this  Certificate  is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this  Certificate be overdue,  and neither the
Depositor,  the  Trustee,  nor any such agent shall be affected by notice to the
contrary.

         The Holder of this  Certificate,  by  acceptance  of this  Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate  thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise  institute any  bankruptcy,  reorganization,  arrangement,
insolvency or liquidation  proceeding or other  proceeding  under any federal or
state bankruptcy or similar law against the Depositor.

         The  Trust  Agreement  permits,  with  certain  exceptions  as  therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the Depositor and the rights of the Holders of the  Certificates
under the Trust  Agreement  at any time by the  Depositor,  the  Trustee and the
Servicer without the consent of the Holders of the Certificates.

         The  Certificates  are issuable only in registered form without coupons
in such authorized  denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.

                                      D-4

<PAGE>

         This Class D Certificate  and the Trust  Agreement shall be governed by
and  construed in  accordance  with the internal  laws of the State of New York,
without regard to conflicts of laws principles.

         No  reference  herein to the Trust  Agreement  and no provision of this
Class D  Certificate  or of the  Trust  Agreement  shall  alter  or  impair  the
obligation  of the Trust  Estate to pay the  principal  of and  interest on this
Class D  Certificate,  but  solely  from the  assets of the Trust  Estate at the
times, place and rate, and in the coin or currency, herein prescribed.

                                      D-5


<PAGE>





         IN  WITNESS  WHEREOF,   Allegiance  Funding  I,  LLC  has  caused  this
instrument to be signed, manually, by its President or a Vice President.

                                         ALLEGIANCE FUNDING I, LLC

                                       By:      Allegiance   Management  Corp.
                                                as Manager
                                       By:
                                                ------------------------------
                                       Title:
                                                ------------------------------

<PAGE>


                          CERTIFICATE OF AUTHENTICATION


         This  is  one  of  the   Class   D   Certificates   described   in  the
within-mentioned Trust Agreement.


Dated:
      -------------------------------------

MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee

By:
      --------------------------------------
                  Authorized Signatory




<PAGE>




Schedule to Class D Term Certificates, Series 1999-1

Disbursement
Date of                  Amount of                 Principal
Funding                  Funding                   Payment          Date Paid

-------------------------------------------------------------------------------

<PAGE>


                                                                      EXHIBIT E
                                                                      ---------

                     FORM OF CLASS E TERM CERTIFICATE
                     --------------------------------

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS  PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS.  THIS  CERTIFICATE  MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE,  TRANSFER,  PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE  WITH SECTION 2.06 OF THE TRUST  AGREEMENT  REFERRED TO HEREIN AND
(B) IS MADE (i)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION  REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE  STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE  SECURITIES  ACT WHO IS AWARE THAT THE RESALE
OR OTHER  TRANSFER IS BEING MADE IN RELIANCE  ON RULE 144A.  NEITHER  ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE  "TRUSTEE"),  IS OBLIGATED TO REGISTER THE  CERTIFICATES  UNDER THE
SECURITIES  ACT OR ANY  APPLICABLE  STATE  SECURITIES  LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS E  CERTIFICATE  IS TO BE MADE,  THE  PROSPECTIVE  TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST  AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A),  AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH  TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.

DUE TO THE  PROVISIONS  FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL  CONTAINED
HEREIN,  THE OUTSTANDING  PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT  SHOWN ON THE FACE  HEREOF.  ANYONE  PURCHASING
THIS  CERTIFICATE  MAY  ASCERTAIN  THE  OUTSTANDING  PRINCIPAL  AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.

No. E                                                           % of Class
     ----                                                                  ----

                           ALLEGIANCE CAPITAL TRUST I
                     CLASS E TERM CERTIFICATE, SERIES 1999-1

Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.

             (This  Certificate  does not  represent  an  obligation  of,  or an
            interest in, the Depositor,  Allegiance Capital, LLC, the Trustee or
            any of their respective affiliates or successors.)


                                      E-1

<PAGE>
                           Registered Owner:
                                            -------------------------

DELIVERY DATE:                            SERIES TERMINATION DATE: July 15, 2019
              ----- --, ----

         THIS CERTIFIES THAT the registered  owner  specified above is the owner
of an  undivided  fractional  interest in the  Allegiance  Capital  Trust I (the
"Trust") formed by Allegiance  Funding I, LLC (the  "Depositor").  The Trust was
created pursuant to the Trust  Agreement,  dated as of August 1, 1998, among the
Depositor,  Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital  Corporation,  as Servicer,  and the  Supplement to Trust
Agreement  for Term Series  1999-1,  dated as of September  15, 1999,  among the
Depositor,  the  Trustee  and  Point  West  Capital  Corporation,   as  Servicer
(collectively, the "Trust Agreement").  Reference is made to the Trust Agreement
for a statement  of the  respective  rights  thereunder  of the  Depositor,  the
Trustee  and the  Holders  of the  Certificates,  and the terms  upon  which the
Certificates are, and are to be, authenticated and delivered.  To the extent not
otherwise  defined  herein,  each  capitalized  term used herein has the meaning
assigned to it in the Trust Agreement.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
designated  as the  Class E Term  Certificates,  Series  1999-1  having a Series
Termination  Date of July 15, 2019  (herein  called the "Class E  Certificates")
issued and to be issued under the Trust  Agreement.  This Class E Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement,  to which Trust  Agreement the holder of this Class E Certificate  by
virtue of such Holder's  acceptance  hereof  assents and by which such Holder is
bound.

         The Holder of this  Certificate  is obligated  to provide  funds to the
Depositor  on each  Funding  Date  during  the  Funding  Period  subject  to the
applicable  terms and conditions  set forth in the  Transaction  Documents.  The
Fundings  made by the  Holder  of this  Certificate  to the  Depositor  shall be
evidenced by this  Certificate  and the  Certificateholder  shall endorse on the
schedule  annexed  hereto and made a part  hereof,  or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect  thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule   attached  hereto  or  maintain  such  records;   provided  that  each
                                                            --------
Certificateholder's  endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee,  absent manifest error
in such register.  The failure of the  Certificateholder to make, or an error in
making,  a notation  with  respect to any Funding  shall not limit or  otherwise
affect the obligations of the Depositor  hereunder or under the Trust Agreement.
The  aggregate  amount  of all  Fundings  to be  made  by  the  Holder  of  this
Certificate shall be set forth in the Term Funding Schedule.

         This Class E Certificate  bears interest  during each Accrual Period on
the  Outstanding  Principal  Amount  hereof (as of the first day of the  Accrual
Period) at the  Certificate  Interest  Rate,  until and  including  the last day
preceding the Payment Date on which the Outstanding  Principal Amount hereof has
been reduced to zero. Interest on the Outstanding  Principal Amount hereof shall
be calculated on the basis of a 360-day year  consisting of 12 months of 30 days
each.  Interest  shall be due and payable in arrears on each  Payment  Date.  In
addition, with respect to any Funding by the Class E Certificates of this Series
occurring in any Accrual  Period  following  the  preceding  Payment  Date,  the
related  Funding  Amounts shall accrue  interest  from the related  Funding Date
through  the end of the  Accrual  Period  in which  such  Funding  occurs at the
applicable  Certificate  Interest Rate. In making any interest  payment,  if the
interest  calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01,  then such payment shall be decreased to the
nearest  whole  cent,  and no  subsequent  adjustment  shall be made in  respect
thereof.

                                      E-2


<PAGE>


         The  principal  of  this  Class  E  Certificate  shall  be  payable  in
installments  ending no later than the Series Termination Date unless this Class
E Certificate  becomes due and payable at an earlier date by call for redemption
or otherwise.  All  reductions in the principal  amount of a Class E Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class E Certificate  and of any Class
E Certificate  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu hereof,  whether or not such payment is noted on this Class E
Certificate.  Each installment of principal  payable on this Class E Certificate
shall be in an amount  equal to this  Certificateholder's  pro rata share of the
Class E Principal  Distribution  Amount  available to be paid in accordance with
the  priorities of Section 8 of the  Supplement for this Series and Section 5.02
of the  Trust  Agreement.  Subject  to the  terms of the  Trust  Agreement,  the
principal payable on this Class E Certificate shall be paid on each Payment Date
during the term of the Trust  Agreement,  beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class E  Certificates  of a
Series  shall  be made on a pro  rata  basis  based  upon  the  ratio  that  the
Outstanding  Principal Amount of a Class E Certificate  bears to the Outstanding
Principal  Amount of all Class E Certificates of such Series;  provided that, i
                                                               --------
as a result of such  proration  a portion of such  principal  would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.

         In addition,  the Certificate  Prepayment Fee Amount,  if any, shall be
distributed on each Payment Date to the Holders of the Class E  Certificates  to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date.  All payments of  Certificate  Prepayment Fee Amounts with respect to
the  Class E  Certificates  shall be made  prorata  based  upon the ratio of the
Outstanding  Principal Amount of this  Certificate to the Outstanding  Principal
Amount of Class E Certificates  of this Series,  provided that if as a result of
such  proration,  a portion of such payment would be less than $0.01,  then such
payment shall be reduce to the nearest whole cent.

         The  interest and  principal  so payable on any Payment  Date will,  as
provided  in the  Trust  Agreement,  be paid to the  Person  in whose  name this
Certificate is registered on the Record Date for such Payment Date,  which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this  Certificate
are  payable by wire  transfer  in  immediately  available  funds to the account
specified  in writing to the  Trustee  by the Person  whose name  appears as the
Registered  Holder of this Certificate on the Certificate  Register  received at
least five (5)  Business  Days prior to the Record Date for the Payment Date (or
if no such  account  is  specified  or if such wire  fails,  by check  mailed by
first-class  mail to the Person whose name appears as the  Registered  Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the  Certificate  Register),  in such coin or  currency of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private debts. Funds represented by checks returned  undelivered will
be held for payment to the Person entitled thereto,  subject to the terms of the
Trust  Agreement,  at the  office  or  agency in the  United  States of  America
designated  as such by the  Depositor  for such  purpose  pursuant  to the Trust
Agreement.

         The Depositor has structured the Trust  Agreement and the  Certificates
with the intention that the Trust be treated as a  partnership,  with the assets
of the  partnership  including  all of the  assets of the Trust  Estate  and the
partners  of  the  partnership  being  all  of the  Certificateholders  and  the
Depositor.  The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate  (and any Person that is a beneficial  owner of
any  interest in a  Certificate,  by virtue of such  Person's  acquisition  of a
beneficial  interest  therein),  agree to report the  transactions  contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.

                                      E-3

<PAGE>

         The  property  of the Trust  Estate  includes  certain  Loan Assets and
certain other assets described in the Trust Agreement.  The Class E Certificates
of the 1999-1 Series and all other Series of Class E  Certificates  issued under
the Trust  Agreement  are  generally  payable out of the Trust Estate pari passu
among such Class E  Certificateholders  equally and ratably  without  prejudice,
priority or  distinction  between any Class E  Certificate  by reason of time of
issue or otherwise.  The Class E Certificates  are payable only out of the Trust
Estate and do not represent  recourse  obligations of the Depositor,  Allegiance
Capital,  LLC or any of their  respective  affiliates or  successors.  The Trust
Agreement pursuant to which this Class E Certificate is issued also provides for
the  issuance  of other  Classes and Series of  Certificates  from time to time.
Payments of interest on the Class E Certificates  are senior to such payments on
other  Classes  having a lower  credit  rating  from the  Rating  Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency.  Payments of principal in the Class E  Certificates  are
senior to payments of principal on other  classes  having a lower credit  rating
from the Rating Agency and are  subordinate to such payments on any Class having
a higher credit rating from the Rating Agency.

         Unless the Depositor  exercises its Optional  Termination  rights,  the
Certificates  are  payable  only at the time and in the manner  provided  in the
Trust  Agreement  and are not  redeemable  or  prepayable  at the  option of the
Depositor before such time.

         As provided in the Trust  Agreement and subject to certain  limitations
therein set forth,  the transfer of this  Certificate  may be  registered on the
Certificate  Register of the Depositor  upon surrender of this  Certificate  for
registration  of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose,  duly endorsed by, or accompanied
by a written  instrument  of transfer  in form  reasonably  satisfactory  to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly  authorized in writing,  and thereupon one or more new Class E Certificates
of authorized  denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.

         Prior  to  due  presentment  for   registration  of  transfer  of  this
Certificate,  the  Depositor,  the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this  Certificate  is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this  Certificate be overdue,  and neither the
Depositor,  the  Trustee,  nor any such agent shall be affected by notice to the
contrary.

         The Holder of this  Certificate,  by  acceptance  of this  Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate  thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise  institute any  bankruptcy,  reorganization,  arrangement,
insolvency or liquidation  proceeding or other  proceeding  under any federal or
state bankruptcy or similar law against the Depositor.

         The  Trust  Agreement  permits,  with  certain  exceptions  as  therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the Depositor and the rights of the Holders of the  Certificates
under the Trust  Agreement  at any time by the  Depositor,  the  Trustee and the
Servicer without the consent of the Holders of the Certificates.

         The  Certificates  are issuable only in registered form without coupons
in such authorized  denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.

                                      E-4

<PAGE>

    This Class E Certificate  and the Trust  Agreement shall be governed by
and  construed in  accordance  with the internal  laws of the State of New York,
without regard to conflicts of laws principles.

         No  reference  herein to the Trust  Agreement  and no provision of this
Class E  Certificate  or of the  Trust  Agreement  shall  alter  or  impair  the
obligation  of the Trust  Estate to pay the  principal  of and  interest on this
Class E  Certificate,  but  solely  from the  assets of the Trust  Estate at the
times, place and rate, and in the coin or currency, herein prescribed.

                                      E-5
<PAGE>




         IN  WITNESS  WHEREOF,   Allegiance  Funding  I,  LLC  has  caused  this
instrument to be signed, manually, by its President or a Vice President.

                                         ALLEGIANCE FUNDING I, LLC

                                       By:      Allegiance   Management  Corp.,
                                                as Manager
                                       By:
                                                ------------------------------
                                       Title:
                                                ------------------------------

<PAGE>


                          CERTIFICATE OF AUTHENTICATION


         This  is  one  of  the   Class   E   Certificates   described   in  the
within-mentioned Trust Agreement.


Dated:
      -------------------------------------

MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee

By:
      --------------------------------------
                  Authorized Signatory




<PAGE>




Schedule to Class E Term Certificates, Series 1999-1

Disbursement
Date of                  Amount of                 Principal
Funding                  Funding                   Payment          Date Paid

-------------------------------------------------------------------------------

<PAGE>
                                                                     EXHIBIT F
                                                                     ---------

                        FORM OF CLASS F TERM CERTIFICATE
                        --------------------------------

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS  PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS.  THIS  CERTIFICATE  MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE,  TRANSFER,  PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE  WITH SECTION 2.06 OF THE TRUST  AGREEMENT  REFERRED TO HEREIN AND
(B) IS MADE (i)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION  REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE  STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE  SECURITIES  ACT WHO IS AWARE THAT THE RESALE
OR OTHER  TRANSFER IS BEING MADE IN RELIANCE  ON RULE 144A.  NEITHER  ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE  "TRUSTEE"),  IS OBLIGATED TO REGISTER THE  CERTIFICATES  UNDER THE
SECURITIES  ACT OR ANY  APPLICABLE  STATE  SECURITIES  LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS F  CERTIFICATE  IS TO BE MADE,  THE  PROSPECTIVE  TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST  AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A),  AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH  TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.

DUE TO THE  PROVISIONS  FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL  CONTAINED
HEREIN,  THE OUTSTANDING  PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT  SHOWN ON THE FACE  HEREOF.  ANYONE  PURCHASING
THIS  CERTIFICATE  MAY  ASCERTAIN  THE  OUTSTANDING  PRINCIPAL  AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.

No. F                                                          % of Class
     ----                                                                ----

                           ALLEGIANCE CAPITAL TRUST I
                     CLASS F TERM CERTIFICATE, SERIES 1999-1

Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.

             (This  Certificate  does not  represent  an  obligation  of,  or an
            interest in, the Depositor,  Allegiance Capital, LLC, the Trustee or
            any of their respective affiliates or successors.)




                                      F-1

<PAGE>


                    Registered Owner:
                                     --------------------------

DELIVERY DATE:                           SERIES TERMINATION DATE: July 15, 2019
              ----- --, ----

         THIS CERTIFIES THAT the registered  owner  specified above is the owner
of an  undivided  fractional  interest in the  Allegiance  Capital  Trust I (the
"Trust") formed by Allegiance  Funding I, LLC (the  "Depositor").  The Trust was
created pursuant to the Trust  Agreement,  dated as of August 1, 1998, among the
Depositor,  Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital  Corporation,  as Servicer,  and the  Supplement to Trust
Agreement  for Term Series  1999-1,  dated as of September  15, 1999,  among the
Depositor,  the  Trustee  and  Point  West  Capital  Corporation,   as  Servicer
(collectively, the "Trust Agreement").  Reference is made to the Trust Agreement
for a statement  of the  respective  rights  thereunder  of the  Depositor,  the
Trustee  and the  Holders  of the  Certificates,  and the terms  upon  which the
Certificates are, and are to be, authenticated and delivered.  To the extent not
otherwise  defined  herein,  each  capitalized  term used herein has the meaning
assigned to it in the Trust Agreement.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
designated  as the  Class F Term  Certificates,  Series  1999-1  having a Series
Termination  Date of July 15, 2019  (herein  called the "Class F  Certificates")
issued and to be issued under the Trust  Agreement.  This Class F Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement,  to which Trust  Agreement the holder of this Class F Certificate  by
virtue of such Holder's  acceptance  hereof  assents and by which such Holder is
bound.

         The Holder of this  Certificate  is obligated  to provide  funds to the
Depositor  on each  Funding  Date  during  the  Funding  Period  subject  to the
applicable  terms and conditions  set forth in the  Transaction  Documents.  The
Fundings  made by the  Holder  of this  Certificate  to the  Depositor  shall be
evidenced by this  Certificate  and the  Certificateholder  shall endorse on the
schedule  annexed  hereto and made a part  hereof,  or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect  thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule   attached  hereto  or  maintain  such  records;   provided  that  eac
                                                            --------
Certificateholder's  endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee,  absent manifest error
in such register.  The failure of the  Certificateholder to make, or an error in
making,  a notation  with  respect to any Funding  shall not limit or  otherwise
affect the obligations of the Depositor  hereunder or under the Trust Agreement.
The  aggregate  amount  of all  Fundings  to be  made  by  the  Holder  of  this
Certificate shall be set forth in the Term Funding Schedule.

         This Class F Certificate  bears interest  during each Accrual Period on
the  Outstanding  Principal  Amount  hereof (as of the first day of the  Accrual
Period) at the  Certificate  Interest  Rate,  until and  including  the last day
preceding the Payment Date on which the Outstanding  Principal Amount hereof has
been reduced to zero. Interest on the Outstanding  Principal Amount hereof shall
be calculated on the basis of a 360-day year  consisting of 12 months of 30 days
each.  Interest  shall be due and payable in arrears on each  Payment  Date.  In
addition, with respect to any Funding by the Class F Certificates of this Series
occurring in any Accrual  Period  following  the  preceding  Payment  Date,  the
related  Funding  Amounts shall accrue  interest  from the related  Funding Date
through  the end of the  Accrual  Period  in which  such  Funding  occurs at the
applicable  Certificate  Interest Rate. In making any interest  payment,  if the
interest  calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01,  then such payment shall be decreased to the
nearest  whole  cent,  and no  subsequent  adjustment  shall be made in  respect
thereof.

                                      F-2

<PAGE>

         The  principal  of  this  Class  F  Certificate  shall  be  payable  in
installments  ending no later than the Series Termination Date unless this Class
F Certificate  becomes due and payable at an earlier date by call for redemption
or otherwise.  All  reductions in the principal  amount of a Class F Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class F Certificate  and of any Class
F Certificate  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu hereof,  whether or not such payment is noted on this Class F
Certificate.  Each installment of principal  payable on this Class F Certificate
shall be in an amount  equal to this  Certificateholder's  pro rata share of the
Class F Principal  Distribution  Amount  available to be paid in accordance with
the  priorities of Section 8 of the  Supplement for this Series and Section 5.02
of the  Trust  Agreement.  Subject  to the  terms of the  Trust  Agreement,  the
principal payable on this Class F Certificate shall be paid on each Payment Date
during the term of the Trust  Agreement,  beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class F  Certificates  of a
Series  shall  be made on a pro  rata  basis  based  upon  the  ratio  that  the
Outstanding  Principal Amount of a Class F Certificate  bears to the Outstanding
Principal  Amount of all Class F Certificates of such Series;  provided that, if
                                                               --------
as a result of such  proration  a portion of such  principal  would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.

         In addition,  the Certificate  Prepayment Fee Amount,  if any, shall be
distributed on each Payment Date to the Holders of the Class F  Certificates  to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date.  All payments of  Certificate  Prepayment Fee Amounts with respect to
the  Class F  Certificates  shall be made  prorata  based  upon the ratio of the
Outstanding  Principal Amount of this  Certificate to the Outstanding  Principal
Amount of Class F Certificates  of this Series,  provided that if as a result of
such  proration,  a portion of such payment would be less than $0.01,  then such
payment shall be reduce to the nearest whole cent. Certain amounts released from
the Reserve Account are also payable to the Holders of the Class F Certificates,
generally to the extent of funds  deposited  therein that would  otherwise  have
been distributed to such Holders.

         The  interest and  principal  so payable on any Payment  Date will,  as
provided  in the  Trust  Agreement,  be paid to the  Person  in whose  name this
Certificate is registered on the Record Date for such Payment Date,  which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this  Certificate
are  payable by wire  transfer  in  immediately  available  funds to the account
specified  in writing to the  Trustee  by the Person  whose name  appears as the
Registered  Holder of this Certificate on the Certificate  Register  received at
least five (5)  Business  Days prior to the Record Date for the Payment Date (or
if no such  account  is  specified  or if such wire  fails,  by check  mailed by
first-class  mail to the Person whose name appears as the  Registered  Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the  Certificate  Register),  in such coin or  currency of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private debts. Funds represented by checks returned  undelivered will
be held for payment to the Person entitled thereto,  subject to the terms of the
Trust  Agreement,  at the  office  or  agency in the  United  States of  America
designated  as such by the  Depositor  for such  purpose  pursuant  to the Trust
Agreement.

         The Depositor has structured the Trust  Agreement and the  Certificates
with the intention that the Trust be treated as a  partnership,  with the assets
of the  partnership  including  all of the  assets of the Trust  Estate  and the
partners  of  the  partnership  being  all  of the  Certificateholders  and  the
Depositor.  The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate  (and any Person that is a beneficial  owner of
any  interest in a  Certificate,  by virtue of such  Person's  acquisition  of a
beneficial  interest  therein),  agree to report the  transactions  contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.

                                      F-3

<PAGE>


         The  property  of the Trust  Estate  includes  certain  Loan Assets and
certain other assets described in the Trust Agreement.  The Class F Certificates
of the 1999-1 Series and all other Series of Class F  Certificates  issued under
the Trust  Agreement  are  generally  payable out of the Trust Estate pari passu
among such Class F  Certificateholders  equally and ratably  without  prejudice,
priority or  distinction  between any Class F  Certificate  by reason of time of
issue or otherwise.  The Class F Certificates  are payable only out of the Trust
Estate and do not represent  recourse  obligations of the Depositor,  Allegiance
Capital,  LLC or any of their  respective  affiliates or  successors.  The Trust
Agreement pursuant to which this Class F Certificate is issued also provides for
the  issuance  of other  Classes and Series of  Certificates  from time to time.
Payments of interest on the Class F Certificates  are senior to such payments on
other  Classes  having a lower  credit  rating  from the  Rating  Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency and to deposits to maintain the Reserve Account  Required
Balance.  Payments  of  principal  in the  Class F  Certificates  are  senior to
payments of principal  on other  classes  having a lower credit  rating from the
Rating Agency and are  subordinate to such payments on any Class having a higher
credit rating from the Rating Agency.

         Unless the Depositor  exercises its Optional  Termination  rights,  the
Certificates  are  payable  only at the time and in the manner  provided  in the
Trust  Agreement  and are not  redeemable  or  prepayable  at the  option of the
Depositor before such time.

         As provided in the Trust  Agreement and subject to certain  limitations
therein set forth,  the transfer of this  Certificate  may be  registered on the
Certificate  Register of the Depositor  upon surrender of this  Certificate  for
registration  of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose,  duly endorsed by, or accompanied
by a written  instrument  of transfer  in form  reasonably  satisfactory  to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly  authorized in writing,  and thereupon one or more new Class F Certificates
of authorized  denominations and for the same initial aggregate principal amount
will be issued to the designated transferees; provided that so long as any Rated
Certificates are Outstanding,  the Depositor shall maintain legal and beneficial
ownership  of at least 51% of the  Outstanding  Principal  Amount of the Class F
Certificates, unless otherwise agreed to in writing by the Controlling Holders.

         Prior  to  due  presentment  for   registration  of  transfer  of  this
Certificate,  the  Depositor,  the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this  Certificate  is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this  Certificate be overdue,  and neither the
Depositor,  the  Trustee,  nor any such agent shall be affected by notice to the
contrary.

         The Holder of this  Certificate,  by  acceptance  of this  Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate  thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise  institute any  bankruptcy,  reorganization,  arrangement,
insolvency or liquidation  proceeding or other  proceeding  under any federal or
state bankruptcy or similar law against the Depositor.

         The  Trust  Agreement  permits,  with  certain  exceptions  as  therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the Depositor and the rights of the Holders of the  Certificates
under the Trust  Agreement  at any time by the  Depositor,  the  Trustee and the
Servicer without the consent of the Holders of the Certificates.

                                      F-4

<PAGE>

         The  Certificates  are issuable only in registered form without coupons
in such authorized  denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.

         This Class F Certificate  and the Trust  Agreement shall be governed by
and  construed in  accordance  with the internal  laws of the State of New York,
without regard to conflicts of laws principles.

         No  reference  herein to the Trust  Agreement  and no provision of this
Class F  Certificate  or of the  Trust  Agreement  shall  alter  or  impair  the
obligation  of the Trust  Estate to pay the  principal  of and  interest on this
Class F  Certificate,  but  solely  from the  assets of the Trust  Estate at the
times, place and rate, and in the coin or currency, herein prescribed.

                                      F-5

<PAGE>




         IN  WITNESS  WHEREOF,   Allegiance  Funding  I,  LLC  has  caused  this
instrument to be signed, manually, by its President or a Vice President.

                                         ALLEGIANCE FUNDING I, LLC

                                       By:      Allegiance   Management  Corp.,
                                                as Manager
                                       By:
                                                ------------------------------
                                       Title:
                                                ------------------------------

<PAGE>


                          CERTIFICATE OF AUTHENTICATION


         This  is  one  of  the   Class   F   Certificates   described   in  the
within-mentioned Trust Agreement.


Dated:
      -------------------------------------

MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee

By:
      --------------------------------------
                  Authorized Signatory




<PAGE>




Schedule to Class F Term Certificates, Series 1999-1

Disbursement
Date of                  Amount of                 Principal
Funding                  Funding                   Payment          Date Paid

-------------------------------------------------------------------------------
<PAGE>


                                                                      EXHIBIT G
                                                                      ---------

                        FORM OF CLASS R TERM CERTIFICATE
                        --------------------------------

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS  PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS.  THIS  CERTIFICATE  MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE,  TRANSFER,  PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE  WITH SECTION 2.06 OF THE TRUST  AGREEMENT  REFERRED TO HEREIN AND
(B) IS MADE (i)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION  REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE  STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE  SECURITIES  ACT WHO IS AWARE THAT THE RESALE
OR OTHER  TRANSFER IS BEING MADE IN RELIANCE  ON RULE 144A.  NEITHER  ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE  "TRUSTEE"),  IS OBLIGATED TO REGISTER THE  CERTIFICATES  UNDER THE
SECURITIES  ACT OR ANY  APPLICABLE  STATE  SECURITIES  LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS R  CERTIFICATE  IS TO BE MADE,  THE  PROSPECTIVE  TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST  AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A),  AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH  TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.

No. R                                                          % of Class
     ----                                                                ----

                           ALLEGIANCE CAPITAL TRUST I
                     CLASS R TERM CERTIFICATE, SERIES 1999-1

Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.

             (This  Certificate  does not  represent  an  obligation  of,  or an
            interest in, the Depositor,  Allegiance Capital, LLC, the Trustee or
            any of their respective affiliates or successors.)



                           Registered Owner:
                                             --------------------------
                                      G-1

<PAGE>

DELIVERY DATE:                            SERIES TERMINATION DATE: July 15, 2019
              ----- --, ----

         THIS CERTIFIES THAT the registered  owner  specified above is the owner
of an  undivided  fractional  interest in the  Allegiance  Capital  Trust I (the
"Trust") formed by Allegiance  Funding I, LLC (the  "Depositor").  The Trust was
created pursuant to the Trust  Agreement,  dated as of August 1, 1998, among the
Depositor,  Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital  Corporation,  as Servicer,  and the  Supplement to Trust
Agreement  for Term Series  1999-1,  dated as of September  15, 1999,  among the
Depositor,  the  Trustee  and  Point  West  Capital  Corporation,   as  Servicer
(collectively, the "Trust Agreement").  Reference is made to the Trust Agreement
for a statement  of the  respective  rights  thereunder  of the  Depositor,  the
Trustee  and the  Holders  of the  Certificates,  and the terms  upon  which the
Certificates are, and are to be, authenticated and delivered.  To the extent not
otherwise  defined  herein,  each  capitalized  term used herein has the meaning
assigned to it in the Trust Agreement.

         This  Certificate  is one of a duly  authorized  issue of  Certificates
designated  as the  Class R Term  Certificates,  Series  1999-1  having a Series
Termination  Date of July 15, 2019  (herein  called the "Class R  Certificates")
issued and to be issued under the Trust  Agreement.  This Class R Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement,  to which Trust  Agreement the holder of this Class R Certificate  by
virtue of such Holder's  acceptance  hereof  assents and by which such Holder is
bound.

         The Certificateholder  shall endorse on the schedule annexed hereto and
made a part hereof, or elsewhere in its internal records, the date and amount of
each  payment  made by the  Depositor  with  respect  to this  Certificate.  The
Certificateholder  is  authorized  and directed by the  Depositor to endorse the
schedule   attached  hereto  or  maintain  such  records;   provided  that  eac
                                                            --------
Certificateholder's  endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee,  absent manifest error
in such register.  The failure of the  Certificateholder to make, or an error in
making,  a notation  with  respect to any payment  shall not limit or  otherwise
affect the obligations of the Depositor hereunder or under the Trust Agreement.

         Class  R   Certificateholders   are   entitled   to   receive   certain
distributions  from the Series  Distributable  Amount,  certain amounts released
from the Reserve  Account and certain  Prepayment  Fee  Collections,  as further
provided in the Trust Agreement and related  supplement.  Amounts  distributable
with  respect to Class R  Certificates  shall be  payable  only to the extent of
amounts  available in accordance  with, and to the extent of, the priorities for
payment of Class R  Certificates  set forth in Section 8 of the  Supplement  for
this Series and Sections 5.01 and 5.03 of the Trust  Agreement,  in installments
ending no later than the Series Termination Date unless the Class R Certificates
becomes due and payable at an earlier date by call for  redemption or otherwise.
All distributions made on any such Payment Date shall be binding upon all future
Holders of this Class R Certificate  and of any Class R Certificate  issued upon
the  registration of transfer  hereof or in exchange  herefor or in lieu hereof,
whether or not such payment is noted on this Class R  Certificate.  All payments
with respect to all of the Class R  Certificates  of a Series shall be made on a
pro rata basis based upon the percentage  interest specified on the face hereof;
provided  that, if as a result of such proration a portion of such payment woul
--------
be less than $0.01,  then such  payment  shall be reduced to the  nearest  whole
cent.

         All amounts  payable  with respect to this Class R  Certificate  on any
Payment Date will, as provided in the Trust Agreement,  be paid to the Person in
whose name this  Certificate  is  registered on the Record Date for such Payment
Date, which shall be the close of business on the last day of the month prior to
such Payment Date (whether or not a Business  Day).  Such amounts are payable by
wire transfer in immediately

                                      G-2

<PAGE>

available funds to the account specified in writing to the Trustee by the Person
whose  name  appears  as  the  Registered  Holder  of  this  Certificate  on the
Certificate  Register  received  at least  five (5)  Business  Days prior to the
Record Date for the Payment  Date (or if no such account is specified or if such
wire fails, by check mailed by first-class mail to the Person whose name appears
as the Registered Holder of this Certificate on the Certificate  Register at the
address of such Person as it appears on the Certificate Register),  in such coin
or currency  of the United  States of America as at the time of payment is legal
tender for  payment of public and private  debts.  Funds  represented  by checks
returned  undelivered  will be held for payment to the Person entitled  thereto,
subject  to the terms of the  Trust  Agreement,  at the  office or agency in the
United  States of America  designated  as such by the Depositor for such purpose
pursuant to the Trust Agreement.

         The Depositor has structured the Trust  Agreement and the  Certificates
with the intention that the Trust be treated as a  partnership,  with the assets
of the  partnership  including  all of the  assets of the Trust  Estate  and the
partners  of  the  partnership  being  all  of the  Certificateholders  and  the
Depositor.  The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate  (and any Person that is a beneficial  owner of
any  interest in a  Certificate,  by virtue of such  Person's  acquisition  of a
beneficial  interest  therein),  agree to report the  transactions  contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.

         The  property  of the Trust  Estate  includes  certain  Loan Assets and
certain other assets described in the Trust Agreement.  The Class R Certificates
of the 1999-1 Series and all other Series of Class R  Certificates  issued under
the Trust  Agreement  are  generally  payable out of the Trust Estate pari passu
among such Class R  Certificateholders  equally and ratably  without  prejudice,
priority or  distinction  between any Class R  Certificate  by reason of time of
issue or otherwise.  The Class R Certificates  are payable only out of the Trust
Estate and do not represent  recourse  obligations of the Depositor,  Allegiance
Capital,  LLC or any of their  respective  affiliates or  successors.  The Trust
Agreement pursuant to which this Class R Certificate is issued also provides for
the  issuance  of other  Classes and Series of  Certificates  from time to time.
Payments on the Class R Certificates  are generally  subordinated to payments on
all other Classes of Certificates.

         Unless the Depositor  exercises its Optional  Termination  rights,  the
Certificates  are  payable  only at the time and in the manner  provided  in the
Trust  Agreement  and are not  redeemable  or  prepayable  at the  option of the
Depositor before such time.

         As provided in the Trust  Agreement and subject to certain  limitations
therein set forth,  the transfer of this  Certificate  may be  registered on the
Certificate  Register of the Depositor  upon surrender of this  Certificate  for
registration  of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose,  duly endorsed by, or accompanied
by a written  instrument  of transfer  in form  reasonably  satisfactory  to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly  authorized in writing,  and thereupon one or more new Class R Certificates
of authorized  denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.

         Prior  to  due  presentment  for   registration  of  transfer  of  this
Certificate,  the  Depositor,  the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this  Certificate  is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this  Certificate be overdue,  and neither the
Depositor,  the  Trustee,  nor any such agent shall be affected by notice to the
contrary.

                                      G-3

<PAGE>

         The Holder of this  Certificate,  by  acceptance  of this  Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate  thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise  institute any  bankruptcy,  reorganization,  arrangement,
insolvency or liquidation  proceeding or other  proceeding  under any federal or
state bankruptcy or similar law against the Depositor.

         The  Trust  Agreement  permits,  with  certain  exceptions  as  therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the Depositor and the rights of the Holders of the  Certificates
under the Trust  Agreement  at any time by the  Depositor,  the  Trustee and the
Servicer without the consent of the Holders of the Certificates.

         The  Certificates  are issuable only in registered form without coupons
in such authorized  denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.

         This Class R Certificate  and the Trust  Agreement shall be governed by
and  construed in  accordance  with the internal  laws of the State of New York,
without regard to conflicts of laws principles.

         No  reference  herein to the Trust  Agreement  and no provision of this
Class R  Certificate  or of the  Trust  Agreement  shall  alter  or  impair  the
obligation  of the Trust Estate to pay amounts due on this Class R  Certificate,
but solely from the assets of the Trust Estate at the times, place and rate, and
in the coin or currency, herein prescribed.

                                      G-4
<PAGE>



         IN  WITNESS  WHEREOF,   Allegiance  Funding  I,  LLC  has  caused  this
instrument to be signed, manually, by its President or a Vice President.

                                         ALLEGIANCE FUNDING I, LLC

                                       By:      Allegiance   Management  Corp.,
                                                as Manager
                                       By:
                                                ------------------------------
                                       Title:
                                                ------------------------------

<PAGE>


                          CERTIFICATE OF AUTHENTICATION


         This  is  one  of  the   Class   R   Certificates   described   in  the
within-mentioned Trust Agreement.


Dated:
      -------------------------------------

MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee

By:
      --------------------------------------
                  Authorized Signatory




<PAGE>




Schedule to Class R Term Certificates, Series 1999-1

Disbursement
Date of                  Amount of                 Principal
Funding                  Funding                   Payment          Date Paid

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