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                                                                EXHIBIT 10.6(d)


                                 PROMISSORY NOTE


$150,000,000                                                     March 16, 1998
New York, New York

FOR VALUE RECEIVED, the undersigned, BNC Mortgage, Inc. ("Customer"), HEREBY
PROMISES TO PAY to the order of DLJ Mortgage Capital, Inc. ("DLJ"), for the
benefit of DLJ and the holders from time to time of interests herein, in lawful
money of the United States of America, the lesser of (i) one hundred fifty
million dollars ($150,000,000) and (ii) the aggregate unpaid principal amount of
all Advances made by DLJ to Customer pursuant to the Whole Loan Financing
Facility, dated the date hereof (as amended from time to time, the "Facility"),
between DLJ and Customer on the respective Maturity Date for each such Advance,
together with interest on each such Advance outstanding, from and including the
date on which such Advance is made until the principal amount of such Advance is
paid in full on such Maturity Date (and, as to any overdue principal and accrued
interest thereon, on demand), at an interest rate per annum with respect to such
Advance equal to the Quoted Rate applicable to such Advance and on such overdue
amounts as provided herein. Each Advance under this promissory note (the
"Promissory Note") shall be made pursuant to an executed Notice of Borrowing.

1. DEFINITIONS. All capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Whole Loan Financing Facility ("Facility")
or the Pledge Agreement ("Pledge Agreement") executed by Customer and dated the
date hereof.

2. LATE PAYMENTS. Customer shall pay interest on any overdue principal of each
Advance and (to the extent permitted by applicable law) accrued interest
thereon, payable daily at a fluctuating interest rate per annum equal to 2%
above the rate of interest per annum quoted as the prime rate in The Wall
Street Journal (the "Default Rate"), each change in such Default Rate to take
effect simultaneously with any change in such prime rate.

3. WHOLE LOAN FINANCING FACILITY. This Promissory Note is the Promissory Note
referred to in the Facility and is secured by, entitled to the benefit of, and
subject to the provisions of the Facility and the Pledge Agreement.

4. NO PREPAYMENT. Customer shall have no right to prepay any principal amount of
any Advance without ten (10) days prior written notice of DLJ.

5. PAYMENTS AND COMPUTATIONS. Customer shall make each payment hereunder on the
day when due to DLJ pursuant to DLJ's instructions in same day funds. All
computations of interest shall be made by DLJ on the basis of a year of 360 days
for the actual number of days (including the first day but excluding the last
day) occurring in the period for which such interest is payable. Any payment to
be made hereunder on a day other than a Business Day shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest.

6. EVENTS OF DEFAULT. If any of the following events (each, an "Event of
Default") shall occur and be continuing:

     (a) Customer shall fall to pay when due any principal of, interest on or
     other amount due and payable under this Promissory Note attributable to any
     Advance made hereunder; or

     (b) Customer shall fall to perform or observe any other term, covenant or
     agreement contained in the Program Documents on its part to be performed
     or observed when required; or

     (c) any representation or warranty made by Customer (or any of its
     officers) in the Program Documents or in any document delivered in
     connection therewith shall prove to have been incorrect in any material
     respect when made; or



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     (d) Customer or any of its subsidiaries shall fall to pay any of its
     indebtedness for borrowed money or any interest or premium thereon when due
     (whether by scheduled maturity, required prepayment, acceleration, demand
     or otherwise) and such failure shall continue after the applicable grace
     period, if any, specified in the agreement or instrument relating to such
     indebtedness; or any other default under any agreement or instrument
     relating to any such indebtedness, or any other event, shall occur and
     shall continue after the applicable grace period, if any, specified in such
     agreement or instrument, if the effect of such default or event is to
     accelerate, or to permit the acceleration of, the maturity of such
     indebtedness; or if any such indebtedness shall be declared to be due and
     payable, or required to be prepaid (other than by a regularly scheduled
     required prepayment), prior to the stated maturity thereof; or

     (e) a custodian, receiver, conservator, liquidator, trustee, sequestrator
     or similar official for Customer or any of its subsidiaries, or of any of
     their property, is appointed or takes possession of such property; or
     Customer or any of its subsidiaries generally fails to pay its debts as
     they become due; or Customer or any of its subsidiaries is adjudicated
     bankrupt or insolvent; or an order for relief is entered under the Federal
     Bankruptcy Code, any successor or similar applicable statute, or any
     administrative insolvency scheme, against Customer or any of its
     subsidiaries; or any of their property is sequestered by court or
     administrative order; or a petition is filed against Customer or any of its
     subsidiaries under any bankruptcy, reorganization, arrangement, insolvency,
     readjustment of debt, dissolution or liquidation law of any jurisdiction,
     whether now or subsequently in effect; or

     (f) Customer or any of its subsidiaries files a voluntary petition in
     bankruptcy or seeks relief under any provision of any bankruptcy,
     reorganization, arrangement, insolvency, readjustment of debt, dissolution
     or liquidation law of any jurisdiction whether now or subsequently in
     effect; or consents to the filing of any petition against it under any such
     law; or consents to the appointment of or taking possession by a custodian,
     receiver, conservator, trustee, liquidator, sequestrator or similar
     official for Customer or any of its subsidiaries, or of all or any part of
     their property; or makes an assignment for the benefit of its creditors; or

     (g) any Judgment or order for the payment of money in excess of $1,000,000
     shall be rendered against Customer or any of its subsidiaries; or

     (h) any governmental authority or agency or any person, agency or entity
     acting or purporting to act under governmental authority shall have taken
     any action to condemn, seize or appropriate, or to assume custody or
     control of, all or any substantial part of the property of Customer or of
     any of its subsidiaries, or shall have taken any action to displace the
     management of Customer or of any of its subsidiaries or to curtail its
     authority in the conduct of the business of Customer or of any of its
     subsidiaries, or any Agency takes any action to remove, limit or restrict
     the approval of Customer as an issuer, lender or a seller/servicer of
     mortgage loans; or

     (i) Customer or any of its subsidiaries shall default under, or fail to
     perform as requested under, or shall otherwise breach the terms of any
     instrument, agreement or contract between it and DLJ or any of DLJ's
     affiliates; or

     (j) any material adverse change occurs in the financial condition,
     operations, business prospects or corporate structure of Customer or any of
     its subsidiaries;

then, and in any such event, DLJ may (i) by notice to Customer, declare this
Promissory Note and all Advances made hereunder, the outstanding principal of
and all interest accrued thereon and all other amounts payable under the Program
Documents to be immediately due and payable, whereupon this Promissory Note and
all such Advances, interest and other amounts shall become and be immediately
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by Customer, and (ii) exercise or
cause to be exercised all rights and remedies of DLJ as secured party under the
Pledge Agreement; provided, that upon occurrence of any Event of Default
described in paragraphs (e) and (f) above, the outstanding principal of and
accrued interest on this Promissory Note and all other amounts payable under the
Program Documents shall immediately and automatically become due and payable
without presentment, demand, protest or notice of any kind.



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7. AMENDMENTS, ETC. No amendment or waiver of any provision of this Promissory
Note, nor any consent to any failure by Customer to comply therewith, shall be
effective unless the same shall be in writing and signed by DLJ. Any such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it is given.

8. NOTICES. All written communications hereunder shall be mailed, telecopied or
delivered at the respective addresses as listed in the Custody Agreement or at
such other address as shall be designated by Customer or DLJ in a written notice
to the other. All such notices and communications shall be effective when
delivered to the party to which such notice is to be given.

9. NO WAIVER, REMEDIES. No failure on the part of DLJ to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any other remedies provided in
equity or at law.

10. BINDING EFFECT; GOVERNING LAW; VENUE. This Promissory Note shall be binding
upon Customer and its successors and assigns, and shall inure to the benefit of
DLJ and its successors and assigns. Customer may not assign its obligations
under this Promissory Note without the prior written consent of DLJ. DLJ may
assign, by bookkeeping entry on DLJ's records or otherwise, all or any part of,
or any interest in, DLJ's rights and benefits hereunder, including, without
limitation, its right to payments of principal and interest with respect to a
particular Advance. To the extent of such assignment, such assignee shall have
the same rights and benefits against Customer as it would have had if it were
DLJ hereunder. However, nothing contained herein shall preclude DLJ from
continuing to exercise all of its rights hereunder for the benefit of any such
assignee of DLJ, and Customer shall continue to accept directions and other
notices solely from DLJ unless otherwise notified by DLJ in writing. This
Promissory Note shall be construed in accordance with, and governed by, the laws
of the State of New York, without giving effect to the conflict of law
principles thereof. Customer waives trial by jury. Customer hereby irrevocably
consents to the non-exclusive jurisdiction of any court of the State of New
York, or in the United States District Court for the Southern District of New
York, in any action or proceeding arising out of or relating to this Promissory
Note. Customer hereby submits to, and waives any objection it may have to,
personal jurisdiction and venue in the courts of the State of New York and the
United States District Court for the Southern District of New York, with respect
to any disputes arising out of or relating to this Promissory Note. Customer
consents to service of process by mail at the address specified in the Custody
Agreement or otherwise designated pursuant to Section 8 hereof and waives any
objection it may have to the sufficiency or adequacy of such method of service
of process.

IN WITNESS WHEREOF, Customer has caused this Promissory Note to be executed by
its officer thereunto duly authorized, as of the date first above written.

BNC Mortgage, Inc.           ,as Customer
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By:  /s/ KELLY W. MONAHAN
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Name:  Kelly W. Monahan
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Title:  President
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