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                                                  Draft - 7/29/96

                        CREDIT AGREEMENT


          CREDIT AGREEMENT dated as of July 30, 1996 by and among
HARBOURTON MORTGAGE CO., L.P. (the "Borrower"), a Delaware
limited partnership, the financial institutions party hereto as
lenders from time to time (collectively, the "Lenders," and each
individually, a "Lender"), FIRST BANK NATIONAL ASSOCIATION, a
national banking association, as administrative agent for the
Lenders (together with its successor or successors in such
capacity from time to time, the "Administrative Agent"), THE BANK
OF NEW YORK, a New York corporation, RESIDENTIAL FUNDING
CORPORATION, a Delaware corporation, and BANK ONE, TEXAS,
NATIONAL ASSOCIATION, a national banking association, as
administrative co-agents (together with their respective
successors in such capacities from time to time, the
"Administrative Co-Agents"), and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association, as collateral and
managing agent for the Lenders (together with its successor or
successors in such capacity, the "Collateral and Managing
Agent").

                             RECITAL

          The Borrower has requested the Lenders to provide
certain credit facilities to the Borrower, and the Borrower and
the Lenders have requested that the Administrative Agent, the
Administrative Co-Agents and the Collateral and Managing Agent
act as administrative agent, administrative co-agents and
collateral and managing agent, respectively, for the Lenders with
respect to such credit facilities.  The Lenders are willing to
provide such credit facilities, and the Administrative Agent, the
Administrative Co-Agents and the Collateral and Managing Agent
are willing to act in such capacities, all upon the terms and
conditions hereinafter set forth.

          NOW, THEREFORE,  in consideration of the premises and
of the mutual covenants and agreements hereinafter set forth, the
parties hereto do hereby agree as follows:

          SECTION 1.  DEFINITIONS AND ACCOUNTING TERMS.

          1.01  Certain Defined Terms.  As used herein, the terms
defined in the introductory paragraphs hereof shall have the
meanings given them therein and the following terms shall have
the following respective meanings (such terms to be equally
applicable to both the singular and plural forms of the terms
defined):

          "Acknowledgement Agreement":  with respect to FNMA,
FHLMC or GNMA, an acknowledgement agreement in a standard form
promulgated by such agency which is satisfactory to the
Administrative Agent; and with respect to any other Investor, an
acknowledgement agreement in form and substance satisfactory to
such Investor and the Administrative Agent.

          "Affiliate":  with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or
under common control with, such Person, whether through the
ownership of voting securities, by contract or otherwise.

          "Agents":  collectively, the Administrative Agent, the
Administrative Co-Agents and the Collateral and Managing Agent.

          "Agreement":  this Credit Agreement, as amended,
supplemented, restated or otherwise modified and in effect from
time to time.

          "Alternate Base Rate":  a fluctuating rate per annum as
shall be in effect from time to time, which rate per annum shall
at all times be equal to the higher of (a) the Reference Rate and
(b) the sum of the Federal Funds Effective Rate plus one-half of
one percent (0.50%) per annum.

          "Alternate Base Rate Borrowing":  the portion of the
outstanding principal balance of a Servicing Note, Warehousing
Note, Working Capital Note or Discretionary Note that bears
interest as provided in Section 2.05(a)(ii).

          "Applicable Margin":  with respect to:

          (a)  an Alternate Base Rate Borrowing consisting of all
     or a portion of the outstanding principal balance of a
     Servicing Note, 1.00% per annum;

          (b)  an Alternate Base Rate Borrowing consisting of all
     or a portion of the outstanding principal balance of a
     Warehousing Note, 0% per annum;

          (c)  an Alternate Base Rate Borrowing consisting of all
     or a portion of the outstanding principal balance of a
     Working Capital Note, 0.50% per annum;

          (d)  an Alternate Base Rate Borrowing consisting of all
     or a portion of the outstanding principal balance of a
     Discretionary Note, 0% per annum;

          (e)  a Floating Eurodollar Rate Borrowing consisting of
     all or a portion of the outstanding principal balance of a
     Servicing Note, 2.25% per annum;

          (f)  a Floating Eurodollar Rate Borrowing consisting of
     all or a portion of the outstanding principal balance of a
     Warehousing Note, 1.00% per annum;

          (g)  a Floating Eurodollar Rate Borrowing consisting of
     all or a portion of the outstanding principal balance of a
     Working Capital Note, 1.625% per annum;

          (h)  a Floating Eurodollar Rate Borrowing consisting of
     all or a portion of the aggregate principal balance of
     Discretionary Tranche 1 Advances outstanding under a
     Discretionary Note, 0.35% per annum;

          (i)  a Floating Eurodollar Rate Borrowing consisting of
     all or a portion of the aggregate principal balance of
     Discretionary Tranche 2 Advances outstanding under a
     Discretionary Note, 0.65% per annum; and

          (j)  a Floating Eurodollar Rate Borrowing consisting of
     all or a portion of the aggregate principal balance of
     Discretionary Tranche 3 Advances outstanding under a
     Discretionary Note, 0.75% per annum.

          "Balance Calculation Period":  each calendar month.

          "Balances Deficiency":  as such term is defined in
     Section 2.05(a)(i).

          "Balances Deficiency Fee":  as such term is defined in
     Section 2.05(a)(i).

          "Balances Surplus":  as such term is defined in Section
     2.05(a)(i).

          "Board":  the Board of Governors of the Federal Reserve
     System.

          "Borrower":  as defined in the opening paragraph of
this Agreement.

          "Borrower's Adjusted Tangible Net Worth":  at the time
of any determination, the sum of (a) Borrower's Tangible Net
Worth, plus (b) 90% of the aggregate fair market value of the
Servicing Portfolio (determined in the same manner as the
Qualified Servicing Portfolio Value is determined).

          "Borrower's Intangible Assets":  as of a date of
determination, the net book value of all assets of the Borrower
(to the extent reflected in the balance sheet of the Borrower)
which would be treated as intangibles under GAAP, including,
without limitation, such items as purchased Servicing Rights,
Originated Servicing Rights, capitalized excess servicing fees,
goodwill (whether representing the excess cost over book value of
assets acquired or otherwise), patents, trademarks, trade names,
franchises, copyrights, licenses, service marks, rights with
respect to the foregoing and deferred charges (including, without
limitation, unamortized debt discount and expense, organization
costs and research and development costs).

          "Borrower's Net Worth":  as of a date of determination,
the sum of the amounts shown on the books of the Borrower as the
aggregate equity of its partners.

          "Borrower's Tangible Net Worth":  as of the time of any
determination, the remainder of (a) Borrower's Net Worth, less
(b) Borrower's Intangible Assets.

          "Borrowing":  an Alternate Base Rate Borrowing, a Fixed
Rate Borrowing or a Floating Eurodollar Rate Borrowing.

          "Borrowing Base Certificate":  a certificate in the
     form of Exhibit A.

          "Business Day":  any day of the year other than a
Saturday, Sunday or other day on which commercial banks in
Minneapolis, Minnesota or Houston, Texas are required or
authorized to close.

          "Capital Lease":  any lease of property, real or
personal, the obligations of the lessee in respect of which are
required in accordance with GAAP to be capitalized on the balance
sheet of the lessee.

          "Capitalized Lease Obligations":  as to any Person, the
obligations of such Person to pay rent or other amounts under a
lease of (or other agreement conveying the right to use) real or
personal property which obligations are required to be classified
and accounted for as a capital lease on a balance sheet of such
Person under GAAP (including Statement of Financial Accounting
Standards No. 13 of the Financial Accounting Standards Board)
and, for purposes of this Agreement, the amount of such
obligations shall be the capitalized amount thereof, determined
in accordance with GAAP (including such Statement No. 13).

          "Cash Flow":   as determined as of the last day of any
fiscal quarter of the Borrower for the period of two consecutive
fiscal quarters ending on such last day, the sum of

          (a) net income, plus

          (b) noncash expenses, to the extent deducted in
     determining such net income, minus

          (c) noncash income, to the extent included in
     determining such net income, plus

          (d) 90% of the capitalized amount (which shall not
     exceed market value for current production as determined in
     accordance with the most recent Satisfactory Appraisal) of
     Originated Servicing Rights, plus

          (e) interest expenses on the Servicing Notes,

in each case as determined for the Borrower for such period in
accordance with GAAP.

          "Code":  the Internal Revenue Code of 1986, together
with all amendments from time to time thereto.

          "Collateral"  the Servicing Collateral, the Warehousing
Collateral, the Working Capital Collateral and the Discretionary
Collateral.

          "Collateral Account":  account number 1-902-7206-3180
of the Borrower with the Administrative Agent, which shall be
under the sole dominion and control of the Administrative Agent
for the benefit of the Lenders.

          "Committed Whole Loan":  a whole Mortgage Loan that is
subject to Take-Out Commitment.

          "Commitments":  the Servicing Commitments, the
Warehousing Commitments and the Working Capital Commitments.

          "Compliance Certificate":  a certificate in the form of
     Exhibit B.

          "Confirmation":  a confirmation in the form of
Exhibit C.

          "Controlled Disbursement Bank":  The First National
Bank of Maryland, its successors and assigns.

          "Controlled Disbursement Service Agreement":  the
Controlled Disbursement Service Agreement of even date herewith
between the Borrower, the Controlled Disbursement Bank and the
Administrative Agent, as the same may be amended, supplemented,
restated or otherwise modified in writing from time to time by
the parties thereto.

          "Debt Service Coverage Ratio":   as determined as of
the last day of any fiscal quarter of the Borrower, the ratio of

          (a) Cash Flow for the period of two consecutive fiscal
     quarters ending on such last day, to

          (b)  the sum of (i) interest expense on the Servicing
     Notes plus (ii) the aggregate amount of Mandatory Servicing
     Principal Payments required to be paid on the Servicing
     Notes for the period of two consecutive fiscal quarters next
     following such last day,

in each case as determined for the Borrower for the applicable
period in accordance with GAAP.

          "Default":  any event which with the lapse of time,
with notice to the Borrower or with both would constitute an
Event of Default.

          "Designated Fixed Rate Borrowing":  as such term is
defined in Section 2.05(d).

          "Discretionary Advance":  a Discretionary Tranche 1
Advance, a Discretionary Tranche 2 Advance or a Discretionary
Tranche 3 Advance.

          "Discretionary Tranche 1 Advance":  a loan made by a
Discretionary Lender to the Borrower pursuant to Section 2.04(a)
for the purpose of financing or refinancing the origination or
acquisition of a Gestation Security.

          "Discretionary Tranche 2 Advance":  a loan made by a
Discretionary Lender to the Borrower pursuant to Section 2.04(a)
for the purpose of financing or refinancing the origination or
acquisition of a Gestation Loan.

          "Discretionary Tranche 3 Advance":  a loan made by a
Discretionary Lender to the Borrower pursuant to Section 2.04(a)
for the purpose of financing or refinancing the origination or
acquisition of a Committed Whole Loan.

          "Discretionary Advance Date":  the day (which shall be
a Business Day) specified by the Borrower in a Confirmation as
the date on which it requests the Discretionary Lenders to make a
Discretionary Advance.

          "Discretionary Borrowing Base":  as of any date of
determination, an amount equal to 100% of the Discretionary
Collateral Value of the Discretionary Collateral as determined by
the Administrative Agent from its records.

          "Discretionary Collateral":  as such term is defined in
the Warehousing and Discretionary Security Agreement.

          "Discretionary Collateral Value":  on the date of any
determination with respect to the Discretionary Collateral, as
determined by the Collateral and Managing Agent in accordance
with Exhibit D.

          "Discretionary Facility":  the credit facility provided
for in Section 2.04.

          "Discretionary Lenders":  at any time, Lenders which
have outstanding Discretionary Advances under their Discretionary
Notes.

          "Discretionary Lending Limit":  as to any Discretionary
Lender, the amount set opposite the name of such Discretionary
Lender under the column entitled "Discretionary" on Exhibit E.

          "Discretionary Note":  as such term is defined in
Section 2.04(c).

          "Discretionary Termination Date":  the earlier of (a)
July 28, 1997 and (b) the date on which the Commitments are
terminated pursuant to Section 6.02.

          "Effective Date"  the date on which all of the
conditions precedent set forth in Section 5 have been satisfied
and/or waived in writing by the Lenders.

          "ERISA":  the Employee Retirement Income Security Act
of 1974, together with all amendments from time to time thereto.

          "ERISA Affiliate":  any trade or business (whether or
not incorporated) that is a member of a group that is treated as
a single employer under Section 414(b) or 414(c) of the Code of
which the Borrower is a member.

          "Eurodollar Reserve Percentage":  as of any day, that
percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board for determining the maximum
reserve requirement (including any basic, supplemental or
emergency reserves) for a member bank of the Federal Reserve
System, with deposits comparable in amount to those held by the
Administrative Agent, in respect of "Eurocurrency liabilities" as
such term is defined in Regulation D. The rate of interest
applicable to any outstanding Floating Eurodollar Rate Borrowings
shall be adjusted automatically on and as of the effective date
of any change in the Eurodollar Reserve Percentage.

          "Event of Default":  as such term is defined in Section
6.01.

          "Existing Servicing Credit Agreement":  the Credit
Agreement (Servicing Credit Facility) dated as of July 31, 1995,
as amended, between the Borrower, Chemical Bank, as
Administrative Agent, First Bank as Co-Agent and the lenders
party thereto.

          "Existing Warehouse Credit Agreement:  the Credit
Agreement (Revolving Warehouse Credit Facility) dated as of July
31, 1995, as amended, between the Borrower, Chemical Bank, as
Agent, First Bank, as Co-Agent, and the lenders party thereto.

          "Federal Funds Effective Rate":  for any date of
determination, the weighted average of the quotations for such
date for overnight federal funds transactions received by First
Bank from three (3) federal funds brokers of recognized standing
selected by First Bank; provided, that in lieu of determining the
rate in the foregoing manner, the Administrative Agent may
substitute the per annum rate for such transactions displayed on
the Telerate screen, page 120, at 10:00 A.M. (Minneapolis time)
on such date or, if such date is not a Business Day, the most
recent Business Day.

          "FHA":  Federal Housing Administration and any
successor thereto.

          "FHLMC":  Federal Home Loan Mortgage Corporation and
any successor thereto.

          "Fixed Rate Borrowing":  the portion of the outstanding
principal balance of a Servicing Note, Warehousing Note or
Working Capital Note that bears interest as provided in
Section 2.05(a)(i).

          "Floating Eurodollar Rate Borrowing":  the portion of
the outstanding principal balance of a Servicing Note,
Warehousing Note, Working Capital Note or Discretionary Note that
bears interest as provided in Section 2.05(a)(iii).

          "Floating Reserve-Adjusted Eurodollar Rate":  on any
date of determination, the rate determined by dividing the
Floating Eurodollar Rate for such date by 1.00 minus the
Eurodollar Reserve Percentage.  For purposes hereof, "Floating
Eurodollar Rate" shall mean, for any day, the offered rate for
deposits in United States Dollars for a period of one month which
appears on the Reuters Screen LIBO page on that day, or if not
published by Reuters, the one-month rate determined on that day
based on such other published service of general application as
shall be selected by the Administrative Agent for such purpose
with the Borrower's consent.

          "FNMA":  Federal National Mortgage Association and any
successor thereto.

          "Foreclosure Advance":  a loan made by a Working
Capital Lender pursuant to Section 2.03 for the purpose of
funding a Foreclosure Payment.

          "Foreclosure Payment":  a recoverable payment of
delinquent principal, interest, taxes, insurance or out of pocket
expenses on a Mortgage Loan which is in the process of
foreclosure, liquidation, or FHA or VA claim payment and which
payment the Borrower is obligated to fund under a Servicing
Contract or under applicable FHA or VA requirements and the
payment of which creates a Foreclosure Payment Receivable.

          "Foreclosure Payment Receivable":   as such term is
defined in the Servicing and Working Capital Security Agreement.

          "GAAP":  generally accepted accounting principles in
the United States set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a
significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination.

          "General Partner":  Harbourton Funding Corporation, a
Delaware corporation, the general partner of the Borrower.

          "Gestation Loans":  Mortgage Loans pledged to the
Collateral and Managing Agent, for the benefit of the Lenders,
pursuant to the Warehousing and Discretionary Security Agreement
that have been delivered to a pool custodian acceptable to the
Collateral and Managing Agent and the Administrative Agent for
inclusion in a pool of Mortgage Loans to back Gestation
Securities and with respect to which the pool custodian has
issued its initial certification, provided that the Borrower has
a Take-Out Commitment covering such Gestation Securities, a copy
of which has been delivered to the Collateral and Managing Agent,
that is reasonably satisfactory in all respects to the Collateral
and Managing Agent.

          "Gestation Security":  a Mortgage-backed Security that
is an interest in a pool of Gestation Loans or is secured by such
an interest and is guaranteed by GNMA or is issued or guaranteed
by FNMA or FHLMC.

          "GNMA":  Government National Mortgage Association and
any successor thereto.

          "Guarantee":  any obligation, contingent or otherwise,
of any Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person (the "primary
obligor") in any manner, whether directly or otherwise, (i) to
purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or to purchase (or to advance or
supply funds for the purchase of) any direct or indirect security
therefor, (ii) to purchase property, securities, or services for
the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness, (iii) to maintain working capital,
equity capital, or other financial statement condition of the
primary obligor so as to enable the primary obligor to pay such
Indebtedness or otherwise to protect the owner thereof against
loss in respect thereof, or (iv) entered into for the purpose of
assuring in any manner the owner of such Indebtedness of the
payment of such Indebtedness or to protect such owner against
loss in respect thereof; provided, that the term "Guarantee"
shall not include endorsements for collection or deposit, in each
case in the ordinary course of business.

          "Guarantors":  The General Partner, Harbourton
Financial and Western Sunrise, provided, however, that if Western
Sunrise becomes merged or consolidated with, or its equity
interest is otherwise transferred to, Harbourton Financial, the
term "Guarantors" shall thereafter mean and refer to Harbourton
Financial.

          "Guaranty and Pledge Agreement":  with respect to a
Guarantor, the Guaranty and Pledge Agreement of even date
herewith from such Guarantor in favor of the Administrative Agent
for the benefit of the Lenders and the Agents, as the same may be
amended, supplemented, restated or otherwise modified in writing
from time to time by the parties thereto.

          "Harbourton Financial":  Harbourton Financial Services
L.P., a Delaware limited partnership, its successors and assigns.

          "Harbourton Financial's Adjusted Tangible Net Worth":
at the time of any determination, the sum of (a) Harbourton
Financial's Tangible Net Worth plus (b) 90% of the aggregate fair
market value of all servicing rights owned by Harbourton
Financial or any of its Subsidiaries.

          "Harbourton Financial's Intangible Assets":  as of a
date of determination, the net book value of all assets of
Harbourton Financial (to the extent reflected in the consolidated
balance sheet of Harbourton Financial) which would be treated as
intangibles under GAAP, including, without limitation, such items
as purchased servicing rights, originated servicing rights,
capitalized excess servicing fees, goodwill (whether representing
the excess cost over book value of assets acquired or otherwise),
patents, trademarks, trade names, franchises, copyrights,
licenses, service marks, rights with respect to the foregoing and
deferred charges (including, without limitation, unamortized debt
discount and expense, organization costs and research and
development costs).

          "Harbourton Financial's Net Worth":  as of a date of
determination, the sum of the amounts shown on the books of the
Harbourton Financial as the aggregate equity of its partners.

          "Harbourton Financial's Tangible Net Worth":  as of the
time of any determination, the remainder of (a) Harbourton
Financial's Net Worth, less (b) Harbourton Financial's Intangible
Assets.

          "Hedging Contract":  shall mean a contract to buy or
sell an instrument on the futures market, cash forward market,
private investor whole loan market or the options market or an
option or financial future purchased over the counter for future
delivery of such instrument, including without limitation,
treasury strips, mortgage loan derivatives, swaps, futures, caps,
collars and options, each of the foregoing issued in accordance
with the requirements of a Hedging Program.

          "Hedging Program":  shall mean a program for hedging
interest rate risks of the Borrower, which program shall provide,
without limitation, that all Hedging Contracts will be placed
with futures commission merchants, clearing houses, or private
investor whole loan purchasers, if applicable.

          "HTP Financial":  shall mean HTP Financial, L.P., a
Delaware limited partnership.

          "HUD":  the U.S. Department of Housing and Urban
Development and any successor thereto.

          "Immediately Available Funds":  funds with good value
on the day and in the city in which payment is received.

          "Indebtedness":  with respect to any Person at any
time, without duplication, all obligations of such Person which,
in accordance with GAAP, consistently applied, should be
classified as liabilities on an unconsolidated balance sheet of
such Person, but in any event shall include:  (a) all obligations
of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or other similar
instruments, (c) all obligations of such Person upon which
interest charges are customarily paid or accrued, (d) all
obligations of such Person under conditional sale or other title
retention agreements relating to property purchased by such
Person, (e) all obligations of such Person issued or assumed as
the deferred purchase price of property or services, (f) all
obligations of others secured by any Lien on property owned or
acquired by such Person, whether or not the obligations secured
thereby have been assumed, (g) all Capitalized Lease Obligations
of such Person, (h) all obligations of such Person in respect of
interest rate protection agreements entered into in connection
with obligations of the Borrower described in clauses (a), (b),
(c), (d), (e), (f), (g), (i), (j) or (k) of this definition, (i)
all obligations of such Person, actual or contingent, in respect
of letters of credit or banker's acceptances, (j) all obligations
of any partnership or joint venture as to which such Person is or
may become personally liable, and (k) all Guarantees by such
Person of Indebtedness of others.

          "Inventory/Pipeline Report":  an inventory/pipeline
position report prepared as of the last day of each week showing
with respect to each Take-Out Commitment:  the type, Investor
type, expiration date, price, interest rate and/or required
yield, the original amount or aggregate thereof and the portions
thereof that have been utilized and the portions thereof that
remain available, future contracts, hedged positions, repurchase
agreements and profit and loss, indicating the number of Mortgage
Loans owned by the Borrower, the aggregate principal balance
thereof and the warehouse and pipeline balances (for purposes of
this definition, "inventory" means Mortgage Loans owned by the
Borrower which have been fully funded or with respect to which
the Borrower has paid the full purchase price and "pipeline"
means the Mortgage Loans (or applications for Mortgages) as to
which the Borrower has made either firm or floating price quotes
to purchase or fund but which have not been purchased or funded
by the Borrower.

          "Investment":  as applied to any Person, any direct or
indirect purchase or other acquisition by that Person of, or a
beneficial interest in, stock or other securities of any other
Person, or any direct or indirect loan, advance (other than
advances to employees for moving and travel expenses, drawing
accounts and similar expenditures in the ordinary course of
business) or capital contribution by that Person to any other
Person, including all Indebtedness and accounts receivable from
that other Person which are not current assets or did not arise
from sales to that other Person in the ordinary course of
business.

          "Investment Loan":  a Mortgage Loan owned by the
Borrower and held by the Borrower for investment purposes.

          "Investment Loan Advance":  a loan made by a Working
Capital Lender pursuant to Section 2.03 for the purpose of
financing or refinancing the origination or acquisition of an
Investment Loan.

          "Investor":  any of the Persons listed on Exhibit F and
any other bank, trust company, savings and loan association,
pension fund, governmental authority, insurance company or other
responsible and substantial institutional investor, dealer or
securities broker designated by the Borrower and approved by the
Administrative Agent and the Collateral and Managing Agent.

          "Leverage Ratio":  at the time of any determination,
the ratio of (a) an amount equal to the remainder of (i) Total
Liabilities, less Permitted Subdebt, less Indebtedness under the
Discretionary Notes to (b) the sum of (i) Borrower's Adjusted
Tangible Net Worth plus (ii) 50% of the excess, if any, of
Harbourton Financial's Adjusted Tangible Net Worth over
Borrower's Adjusted Tangible Net Worth.

          "Lien'':  any security interest, mortgage, pledge,
lien, charge, encumbrance, title retention agreement or analogous
instrument, in, of, or on any of the assets or properties, now
owned or hereafter acquired, of any Person, whether arising by
agreement or operation of law.

          "Loan Documents":  this Agreement, the Notes, the
Warehousing and Discretionary Security Agreement, the Servicing
and Working Capital Security Agreement, the Guaranty and Pledge
Agreements, the Controlled Disbursement Service Agreement, any
Acknowledgement Agreements, any Powers of Attorney and any
separate written agreement entered into between the Borrower and
any Agent or any Lender pursuant to Section 2.05(a)(i), Section
2.05(d) and/or Section 2.06 and all other agreements,
instruments, certificates and other documents at any time
executed and delivered pursuant to or in connection herewith or
therewith, as the same may be supplemented, amended or otherwise
modified from time to time after the Signing Date.

          "Mandatory Servicing Principal Payment":   on each
Servicing Amortization Date other than the final Servicing
Amortization Date, an aggregate amount equal to 5% of the
aggregate principal amount outstanding under the Servicing Notes
on the initial Servicing Amortization Date, and on the final
(i.e., the twentieth) Servicing Amortization Date, the aggregate
unpaid principal balance outstanding under the Servicing Notes.

          "Mandatory Servicing Principal Prepayment":  on any
date and after giving effect to the payment of any Mandatory
Servicing Principal Payment due and payable on such date, the
amount by which (a) the aggregate unpaid principal balance
outstanding under the Servicing Notes on such date exceeds (b)
the Qualified Servicing Portfolio Value on such date.

          "Material Adverse Event":  any event of whatsoever
nature (including, without limitation, any adverse determination
in any litigation, arbitration or governmental investigation or
proceeding) which materially adversely affects the present or
reasonably foreseeable prospective financial condition or
operations of the Borrower or materially impairs the ability of
the Borrower to perform its obligations under the Loan Documents.

          "Mortgage":  a mortgage, deed of trust or similar
security instrument on real property which has been improved by a
completed single family (i.e., one to four family units) dwelling
unit (i.e., a detached house, townhouse or condominium).

          "Mortgage Banker's Financial Reporting Form": Form
Number 1002-1055 of the FNMA Seller's Guide.

          "Mortgage Loan":  a loan or advance evidenced by a
Mortgage Note and secured by the related Mortgage.

          "Mortgage Note":  a promissory note which has a term
not exceeding 30 years evidencing a loan or advance which is
secured by a Mortgage.

          "Mortgage-backed Security":  a security (including,
without limitation, a participation certificate) that is an
interest in a pool of Mortgage Loans or is secured by such an
interest and is guaranteed by GNMA or is issued or guaranteed by
FNMA or FHLMC.

          "Notes'':  the Servicing Notes, the Warehousing Notes,
the Working Capital Notes and the Discretionary Notes.

          "Obligations":  all obligations, liabilities and
Indebtedness of the Borrower to the Administrative Agent and to
the Lenders now or hereafter existing under any Loan Document,
whether for principal, premium, interest, fees (including,
without limitation, commitment fees, facility fees, fees payable
to any of the Agents and Balances Deficiency Fees) and other
amounts payable to an Agent or a Lender under any separate
written agreement entered into between the Borrower and any Agent
or any Lender pursuant to Section 2.05(a)(i) or Section 2.05(d),
expenses (including, without limitation, the fees, service
charges and expenses of legal counsel to the Agents and to the
Lenders, subject to the limitations set forth in Section 8.03),
costs (including, without limitation, any increased costs or
other compensation payable under Section 2.09 or Section 2.10),
reimbursement, indemnification or otherwise.

          "Originated Servicing Rights":  Servicing Rights with
respect to Mortgage Loans originated by the Borrower and
capitalized in accordance with FASB 122 (Accounting for Mortgage
Servicing Rights).

          "PBGC":  the Pension Benefit Guaranty Corporation
created by Section 4002(a) of ERISA or any governmental body
succeeding to the functions thereof.

          "Permitted Subdebt":  Indebtedness of the Borrower held
by Harbourton Financial or Harbourton Holdings, L.P. subordinated
to the Obligations in the manner and to the extent reasonably
required by the Required Lenders pursuant to written
subordination agreements satisfactory in form and substance to
the Required Lenders (which subordination agreement shall
provide, among other things, that such subordinated Indebtedness
shall be short-term, unsecured, on market terms and at market
rates, used for working capital purposes, and that after the
occurrence of a Default or Event of Default, no payments of
interest or principal shall be payable with respect thereto,
which Indebtedness shall not at any time exceed an aggregate
principal amount of $15,000,000.

          "Person":  any natural person, corporation, limited
liability company, partnership, joint venture, firm, association,
trust, unincorporated organization, government or governmental
agency or political subdivision or any other entity, whether
acting in an individual, fiduciary or other capacity.

          "P&I Advance":  a loan made by a Working Capital Lender
pursuant to Section 2.03 for the purpose of funding a P&I
Payment.

          "P&I Payment":  a recoverable payment of delinquent
principal or interest on a Mortgage Loan which is delinquent and
which the Borrower is obligated to fund under the terms of a
Servicing Contract and the payment of which creates a P&I Payment
Receivable.

          "P&I Payment Receivable":  as such term is defined in
the Servicing and Working Capital Security Agreement.

          "Plan":  each "employee pension benefit plan", as such
term is defined in Section 3 of ERISA, that is subject to the
provisions of Title IV of ERISA and that is maintained on the
Signing Date or at any time after the Signing Date for the
employees of the Borrower or any ERISA Affiliate.

          "Prohibited Transaction":  the respective meanings
assigned to such term in Section 4975 of the Code and Section 406
of ERISA.

          "Pro Rata Share":  with respect to each Lender, in each
case expressed as a percentage:

          (a)  as such term pertains to a Servicing Lender's
     obligation to make Servicing Advances under Section 2.01,
     the fraction which its Servicing Commitment Amount is to the
     total of all the Servicing Commitment Amounts;

          (b)  as such term pertains to a Warehousing Lender's
     obligation to make Warehousing Advances under Section 2.02,
     the fraction which its Warehousing Commitment Amount is to
     the total of all the Warehousing Commitment Amounts;

          (c)  as such term pertains to a Working Capital
     Lender's obligation to make Working Capital Advances under
     Section 2.03, the fraction which its Working Capital
     Commitment Amount is to the total of all the Working Capital
     Commitment Amounts;

          (d)  as such term pertains to a Servicing Lender's
     right to receive any payment or prepayment of the principal
     of its Servicing Note or any payment from the proceeds of
     Collateral, the fraction which the unpaid principal amount
     outstanding under its Servicing Note is to the total of the
     unpaid principal amounts outstanding under all Servicing
     Notes;

          (e)  as such term pertains to a Warehousing Lender's
     right to receive any payment or prepayment of the principal
     of its Warehousing Note and any payment from the proceeds of
     Collateral, the fraction which the unpaid principal amount
     outstanding under its Warehousing Note  is to the total of
     the unpaid principal amounts outstanding under all
     Warehousing Notes;

          (f)  as such term pertains to a Working Capital
     Lender's right to receive any payment or prepayment of the
     principal of its Working Capital Note and any payment from
     the proceeds of Collateral, the fraction which the unpaid
     principal amount outstanding under its Working Capital Note
     is to the total of the unpaid principal amounts outstanding
     under all Working Capital Notes;

          (g)  as such term pertains to a Discretionary Lender's
     right to receive any payment or prepayment of the principal
     of its Discretionary Note and any payment from the proceeds
     of Collateral, the fraction which the unpaid principal
     amount outstanding under its Discretionary Note is to the
     total of the unpaid principal amounts outstanding under all
     Discretionary Notes; and

          (h)  as such term pertains to a Lender's obligations
     under Section 7.09, and for all other purposes with respect
     to such Lender, the fraction which the total of the unpaid
     principal amounts outstanding under such Lender's Notes is
     to the total of the unpaid principal amounts outstanding
     under all the Notes of all the Lenders or, if no principal
     amounts are outstanding under any of the Notes of any of the
     Lenders, then the fraction which the sum of such Lender's
     Servicing Loan Commitment Amount, Warehousing Commitment
     Amount and Working Capital Commitment Amount is to the sum
     of all Servicing Loan Commitment Amounts, Warehousing
     Commitment Amounts and Working Capital Commitment Amounts of
     all the Lenders.

          "PWRES":  shall mean Paine Webber Real Estate
Securities Inc., a Delaware corporation.

          "PWRES Financing Agreements":  shall mean (i) the
mortgage loan repurchase agreement between PWRES and the
Borrower, (ii) the mortgage loan purchase agreement between PWRES
and the Borrower, and (iii) the servicing advance credit
agreement between PWRES and the Borrower.

          "Qualified Servicing Portfolio":  at any time, that
portion of the Servicing Portfolio with respect to which the
Administrative Agent, for the benefit of the Lenders, has a
perfected, first-priority security interest (subject only to the
rights of the Investors therein) and as to which the requirements
of Section 4.18 have been met, excluding subservicing.

          "Qualified Servicing Portfolio Valuation Date":  any
date as of which a Satisfactory Appraisal is prepared in
accordance with Section 4.01(e).

          "Qualified Servicing Portfolio Value":  as of any date
of determination thereof, an amount equal to 65% of the fair
market value of the Qualified Servicing Portfolio as determined
by a Satisfactory Appraisal as of the most recent Qualified
Servicing Portfolio Valuation Date.

          "Reference Rate":  at the time of any determination
thereof, the rate per annum which is most recently publicly
announced by First Bank as its "reference rate," which may be a
rate at, above or below which First Bank lends to other Persons.

          "Regulation D":  Regulation D (or any substitute
regulations) of the Board (or any successor thereto), together
with all amendments from time to time thereto.

          "Regulatory Change":  any change after the Effective
Date in United States federal, state or foreign laws or
regulations or the adoption or making after such date of any
interpretations, directives or requests applying to a class of
banks including the Lenders under any United States federal,
state or foreign laws or regulations (whether or not having the
force of law) by any court or governmental or monetary authority
charged with the interpretation or administration thereof.

          "Reportable Event":  as such term is defined in Section
3.09.

          "Required Discretionary Lenders":  at any time of
determination, Discretionary Lenders whose Discretionary Notes
have unpaid principal balances outstanding aggregating at least
66.67% of the total of the unpaid principal balances outstanding
under the Discretionary Notes of all Discretionary Lenders.

          "Required Lenders":  at any time of determination,
Lenders which have

          (a)  Servicing Commitment Amounts, or, if the Servicing
     Conversion Date has occurred or the Servicing Commitments
     have terminated, Servicing Notes having unpaid principal
     balances outstanding,

          (b)  Warehousing Commitment Amounts, or, if the
     Warehousing Commitments have terminated, Warehousing Notes
     having unpaid principal balances outstanding,

          (c)  Working Capital Commitment Amounts, or, if the
     Working Capital Commitments have terminated, Working Capital
     Notes having unpaid principal balances outstanding, and/or

          (e)  Discretionary Notes having unpaid principal
     balances outstanding,

     aggregating at least 66.67% of the total of

               (i)   the Servicing Loan Commitment Amounts, or,
          if the Servicing Conversion Date has occurred or the
          Servicing Loan Commitments have terminated, the
          outstanding unpaid principal balances of the Servicing
          Notes,

               (ii)   the Warehousing Commitment Amounts, or, if
          the Warehousing Commitments have terminated, the
          outstanding unpaid principal balances of the
          Warehousing Notes,

               (iii)  the Working Capital Commitment Amounts, or,
          if the Working Capital Commitments have terminated, the
          outstanding unpaid principal balances of the Working
          Capital Notes, and

                    (v)  the outstanding unpaid principal
          balances of the Discretionary Notes,

     of all Lenders.

          "Required Servicing Lenders":  at any time of
determination, Servicing Lenders which have Servicing Commitment
Amounts aggregating at least 66.67% of the total of the Servicing
Commitment Amounts of all Servicing Lenders or, if the Servicing
Conversion Date has occurred or the Servicing Commitments have
terminated, Servicing Lenders whose Servicing Notes have
outstanding principal balances aggregating at least 66.67% of the
total of the outstanding principal balances of the Servicing
Notes of all Servicing Lenders.

          "Required Warehousing Lenders":  at any time of
determination, Warehousing Lenders which have Warehousing
Commitment Amounts aggregating at least 66.67% of the total of
the Warehousing Commitment Amounts of all Warehousing Lenders or,
if the Warehousing Commitments have terminated, Warehousing
Lenders whose Warehousing Notes have outstanding principal
balances aggregating at least 66.67% of the total of the
outstanding principal balances of the Warehousing Notes of all
Warehousing Lenders.

          "Required Working Capital Lenders":  at any time of
determination, Working Capital Lenders which have Working Capital
Commitment Amounts aggregating at least 66.67% of the total of
the Working Capital Commitment Amounts of all Working Capital
Lenders or, if the Working Capital Commitments have terminated,
Working Capital Lenders whose Working Capital Notes have
outstanding principal balances aggregating at least 66.67% of the
total of the outstanding principal balances of the Working
Capital Notes of all Working Capital Lenders.

          "Reserve-Adjusted Balances":  for any Balance
Calculation Period, with respect to any Lender, an amount
obtained by multiplying (a) the average net daily collected
noninterest bearing balances of the Borrower on deposit with such
Lender during such Balance Calculation Period over and above any
balances required to compensate such Lender for services provided
by such Lender for said Balance Calculation Period and
assessments payable with respect to such balances by such Lender
to the Federal Deposit Insurance Corporation (or any successor
thereto) for such Corporation's insuring of deposits in dollars
made at such Lender for such Balance Calculation Period by (b) a
percentage equal to 100% minus the average daily Reserve
Percentage in effect for said Balance Calculation Period.  For
purposes of the foregoing, with respect to the balances
maintained by the Borrower with any Lender, "Reserve Percentage"
shall mean, on any date of determination, the full reserve
requirement percentage as imposed for such day by Regulation D
that such Lender determines will be applicable to such balances
(including, without limitation, any marginal, emergency,
supplemental, special or other reserves if such Lender, in its
sole discretion, determines that it is required to maintain at
such time).

          "Restricted Payments":  with respect to the Borrower,
collectively, all dividends or other distributions of any nature
(cash, securities (other than common stock of the Borrower),
assets or otherwise), and all payments, by virtue of redemption
or otherwise, on any class of equity securities (including,
without limitation, warrants, options or rights therefor) issued
by the Borrower, whether such securities are now or may hereafter
be authorized or outstanding and any distribution in respect of
any of the foregoing, whether directly or indirectly.

          "Satisfactory Appraisal":  an appraisal in form
satisfactory to the Administrative Agent from Bayview Financial,
Inc. or another independent third-party appraiser satisfactory to
the Administrative Agent, showing the fair market value of the
Qualified Servicing Portfolio and the methodology used by such
appraiser in arriving at such fair market value, which
methodology shall be consistent with the methodology used in
prior Satisfactory Appraisals.

          "Servicing Advance":  as such term is defined in
Section 2.01(a).

          "Servicing Advance Date":  the day (which shall be a
Business Day) specified by the Borrower in a Confirmation as the
date on which it requests the Servicing Lenders to make Servicing
Advances.

          "Servicing Amortization Date":  the last day of the
third, sixth, ninth and twelfth months following the month in
which the Servicing Conversion Date occurs and each anniversary
of such first four Servicing Amortization Dates thereafter
occurring to and including the nineteenth such Servicing
Amortization Date (i.e., the last day of the 57th month following
the month in which the Servicing Conversion Date occurs), and the
earlier of (a) the last day of the 60th month following the month
in which the Servicing Conversion Date occurs or (b) July 17,
2002.

          "Servicing and Working Capital Security Agreement":
the Servicing and Working Capital Security Agreement of even date
herewith between the Borrower and the Administrative Agent, as
the same may be amended, supplemented, restated or otherwise
modified in writing from time to time by the Borrower and the
Administrative Agent.

          "Servicing Collateral":  as such term is defined in the
Servicing and Working Capital Security Agreement.

          "Servicing Commitment"':  as to any Servicing Lender,
the obligation of such Servicing Lender to make a Servicing
Advance pursuant to Section 2.01(a).

          "Servicing Commitment Amount":  as to any Servicing
Lender, the amount set opposite the name of such Servicing Lender
under the column entitled "Servicing" on Exhibit E.

          "Servicing Contract":  as such term is defined in the
Servicing and Working Capital Security Agreement.

          "Servicing Conversion Date":  the earlier of July 28,
1997 or the date on which the Servicing Commitments have been
fully advanced by the Servicing Lenders.

          "Servicing Facility":  the credit facility provided for
in Section 2.01.

          "Servicing Lenders":  at any time, Lenders which have
outstanding Servicing Commitments and/or unpaid principal
balances outstanding under their Servicing Notes.

          "Servicing Note":  as such term is defined in Section
2.01(c).

          "Servicing Portfolio":  at any time, all Mortgage Loans
that are serviced by the Borrower pursuant to a Servicing
Contract and/or Servicing Rights, including Mortgage Loans owned
and serviced by the Borrower which are held for sale to
Investors.

          "Servicing Rights":  as such term is defined in the
Servicing and Working Capital Security Agreement.

          "Subsidiary":  as to any Person, any corporation or
other entity of which securities or other ownership interests
having ordinary voting power to elect a majority of the board of
directors or other Persons performing similar functions are at
the time owned directly or indirectly by such Person.

          "Take-Out Commitment":  a Firm Take-Out Commitment or a
Standby Take-Out Commitment, as such terms are defined in Exhibit
D.

          "T&I Advance":  a loan made by a Working Capital Lender
pursuant to Section 2.03 for the purpose of funding a T&I
Payment.

          "T&I Payment":  a recoverable payment of delinquent
taxes or insurance with respect to a Mortgage Loan which is
delinquent, in foreclosure, in liquidation or in FHA or VA claim
process and which the Borrower is permitted or obligated to fund
under the terms of a Servicing Contract or under applicable FHA
or VA requirements and the payment of which creates a T&I Payment
Receivable.

          "T&I Payment Receivable":  as such term is defined in
the Servicing and Working Capital Security Agreement.

          "Total Liabilities":  the sum of the aggregate of all
items that would properly be shown as liabilities on any
consolidated balance sheet of the Borrower prepared in accordance
with GAAP, including, without limitation, Permitted Subdebt.

          "Transferee":  as such term is defined in Section 8.06.

          "Transferred Interest":  as such term is defined in
Section 8.06.

          "VA":  the Department of Veterans Affairs and any
successor thereto.

          "Warehousing Advance":  a loan made by a Warehousing
Lender to the Borrower pursuant to Section 2.02(a).

          "Warehousing Advance Date":  the day (which shall be a
Business Day) specified by the Borrower in a Confirmation as the
date on which it requests the Warehousing Lenders to make
Warehousing Advances or First Bank to make a Warehousing Swing
Line Advance.

          "Warehousing and Discretionary Security Agreement":
the Warehousing and Discretionary Security Agreement of even date
herewith between the Borrower and the Collateral and Managing
Agent, as the same may be amended, supplemented, restated or
otherwise modified in writing from time to time by the Borrower
and the Collateral and Managing Agent.

          "Warehousing Borrowing Base":  as of any Warehousing
Advance Date or any other date of determination, an amount equal
to 100% of the Warehousing Collateral Value of the Warehousing
Collateral as determined by the Collateral and Managing Agent
from its records.

          "Warehousing Collateral":  as such term is defined in
the Warehousing and Discretionary Security Agreement.

          "Warehousing Collateral Value":  on the date of any
determination with respect to the Warehousing Collateral, as
determined by the Collateral and Managing Agent in accordance
with the provisions of Exhibit D.

          "Warehousing Commitment"  as to any Warehousing Lender,
the obligation of such Warehousing Lender to make Warehousing
Advances pursuant to Section 2.02(a).

          "Warehousing Commitment Amount":  as to any Warehousing
Lender, the amount set opposite such Warehousing Lender's name
under the column entitled "Warehousing" on Exhibit E, or such
lesser amount to which such Warehousing Lender's Warehousing
Commitment Amount may be reduced in accordance with Section
2.02(i)(ii) or pursuant to an assignment made in accordance with
Section 8.06.

          "Warehousing Facility":  the credit facility provided
for in Section 2.02.

          "Warehousing Lenders":  at any time, Lenders which have
outstanding Warehousing Commitments and/or outstanding
Warehousing Advances (and/or, in the case of First Bank,
outstanding Warehousing Swing Line Advances) under their
Warehousing Notes.

          "Warehousing Note":  as such term is defined in Section
2.02(d).

          "Warehousing Swing Line Advance":  a loan made by First
Bank to the Borrower pursuant to Section 2.02(b).

          "Warehousing Swing Line Facility":  the discretionary
revolving credit facility provided by First Bank to the Borrower
described in Section 2.02(b).

          "Warehousing Termination Date":  the earliest of (a)
July 28, 1997, (b) the date on which the Warehousing Commitments
are terminated or the Warehousing Commitment Amounts are reduced
to zero pursuant to Section 2.02(i), and (c) the date on which
the Warehousing Commitments are terminated pursuant to Section
6.02.

          "Western Sunrise":  Western Sunrise Holdings, L.P. a
Delaware limited partnership, its successors and assigns.

          "Wet Funding Collateral Account":  account number 1731-
0097-1261 of the Borrower with the Administrative Agent, which
shall be under the sole dominion and control of the
Administrative Agent for the benefit of the Lenders.

          "Working Capital Advance":  a P&I Advance, a T&I
Advance, a Foreclosure Advance or an Investment Loan Advance.

          "Working Capital Advance Date":  the day (which shall
be a Business Day) specified by the Borrower in a Confirmation as
the date on which it requests the Working Capital Lenders to make
Working Capital Advances or First Bank to make a Working Capital
Swing Line Advance.

          "Working Capital Borrowing Base":  as of any Working
Capital Advance Date or any other date of determination, an
amount equal to 100% of the Working Capital Collateral Value of
the Working Capital Collateral as determined by the
Administrative Agent from its records.

          "Working Capital Collateral":  as such term is defined
in the Servicing and Working Capital Security Agreement.

          "Working Capital Collateral Value":  on the date of any
determination with respect to the Working Capital Collateral, as
determined by the Administrative Agent in accordance with the
provisions of Exhibit D.

          "Working Capital Commitment":  as to any Working
Capital Lender, the obligation of such Working Capital Lender to
make Working Capital Advances pursuant to Section 2.04(a).

          "Working Capital Commitment Amount":  as to any Working
Capital Lender, the amount set opposite such Working Capital
Lender's name under the column entitled "Working Capital" on
Exhibit E, or such lesser amount to which such Working Capital
Lender's Commitment Amount may be reduced in accordance with
Section 2.04(i)(ii) or pursuant to an assignment made in
accordance with Section 8.06.

          "Working Capital Facility":  the credit facility
provided for in Section 2.03.

          "Working Capital Lenders":  at any time, Lenders which
have outstanding Working Capital Commitments and/or outstanding
Working Capital Advances under their Working Capital Notes.

          "Working Capital Note":  as such term is defined in
Section 2.03(c).

          "Working Capital Termination Date":  the earliest of
(a) July 28, 1997, (b) the date on which the Working Capital
Commitments are terminated or the Working Capital Commitment
Amounts are reduced to zero pursuant to Section 2.03(i) and (c)
the date on which the Working Capital Commitments are terminated
pursuant to Section 6.02.

          1.02  Accounting Terms.  All accounting terms used
herein shall be interpreted and all accounting determinations
hereunder shall be made in
 accordance with GAAP, except as otherwise provided herein.  To
the extent any change in GAAP after the date of this Agreement
affects any computation or determination required to be made
pursuant to this Agreement, such computation or determination
shall be made as if such change in GAAP had not occurred unless
the Borrower and the Required Lenders agree in writing on an
adjustment to such computation or determination to account for
such change in GAAP.

          1.03  Computation of Time Periods.  In this Agreement,
in the computation of a period of time from a specified date to a
later specified date, unless otherwise stated the word "from"
means "from and including" and the word "to" or "until" each
means "to but excluding".

          1.04  Other Definitional Terms.  The words "hereof",
"herein" and "hereunder" and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not
to any particular provision of this Agreement, and section,
schedule, exhibit and like references are to this Agreement
unless otherwise specified.  Unless the context in which used
herein otherwise clearly requires, "or" has the inclusive meaning
represented by the phrase "and/or".

          SECTION 2.  THE CREDIT FACILITIES.

          2.01  The Servicing Facility.

               (a)  Servicing Commitments.  Upon the terms and
     subject to the conditions hereinafter set forth, until the
     Servicing Conversion Date, each Servicing Lender agrees,
     severally but not jointly, to lend (and upon repayment prior
     to the Servicing Conversion Date, to relend) to the
     Borrower, at such times and in such amounts as the Borrower
     shall request, up to an aggregate principal amount at any
     time outstanding not to exceed such Servicing Lender's
     Servicing Commitment Amount, subject to the following
     limitations:

                         (i)  the aggregate principal amount of
          each Servicing Lender's Servicing Advances shall not
          exceed its Servicing  Commitment Amount; and

                         (ii)  the aggregate principal amount
          outstanding under the Servicing Notes after the making
          of any requested Servicing Advances shall not exceed
          the Qualified Servicing Portfolio Value (including any
          portion of the Qualified Servicing Portfolio acquired
          with the proceeds of such Servicing Advances).

               (b)  Making the Servicing Advances.  The Borrower
     shall give the Administrative Agent telephonic notice of
     each request for Servicing Advances not later than 11:00
     a.m. (Minneapolis time) on the Servicing Advance Date for
     such Servicing Advances, specifying whether such Servicing
     Advances are to be funded as Floating Eurodollar Rate
     Borrowings, Fixed Rate Borrowings or Alternate Base Rate
     Borrowings; provided, however, that any portion of a
     Servicing Advance with respect to which no such designation
     has been made by the Borrower shall be funded as an
     Alternate Base Rate Borrowing; and provided, further, that
     such designation or, in the absence of such designation, the
     immediately preceding proviso clause shall be effective only
     with respect to that portion of the installments of the
     Servicing Advance of a Servicing Lender other than First
     Bank which is not to be funded as a Designated Fixed Rate
     Borrowing in accordance with Section 2.05(d).  Such notice
     shall be given by telex, telegram or telecopier or by
     telephone (promptly confirmed in writing by the delivery to
     the Administrative Agent of a Confirmation).  The
     Administrative Agent shall, by not later than 12:00 noon
     (Minneapolis time) on the date on which such notice is
     received by it from the Borrower, notify each Servicing
     Lender of such request, of such Servicing Lender's Pro Rata
     Share of the Servicing Advances requested, the applicable
     Servicing Advance Date therefor, and whether such Servicing
     Lender's Servicing Advance is to be funded as a Floating
     Eurodollar Rate Borrowing, a Fixed Rate Borrowing or an
     Alternate Base Rate Borrowing.  Each Servicing Lender shall
     deposit into the Collateral Account, in Immediately
     Available Funds, by not later than 3:00 p.m. (Minneapolis
     time) on the applicable Servicing Advance Date the amount of
     the Servicing Advance to be made by such Servicing Lender.
     Each request for Servicing Advances shall be deemed to be a
     representation by the Borrower that (i) no Default or Event
     of Default has occurred or will exist upon the funding of
     the requested installments and (ii) the representations and
     warranties contained in Section 3, in Section 5 of the
     Warehousing and Discretionary Security Agreement and in
     Section 5 of the Servicing and Working Capital Security
     Agreement are true and correct on and as of the date of such
     request as if made on and as of the date of such request.
     Upon the deposit of the Servicing Advances in the Collateral
     Account on the applicable Servicing Advance Date, the
     Administrative Agent shall transfer the proceeds thereof to
     the account or accounts designated by the Borrower in its
     notice to the Administrative Agent.

               (c)  Servicing Notes.  The Servicing Advances made
     by each Servicing Lender shall be evidenced by the
     Borrower's promissory note in the form of Exhibit G (each a
     "Servicing Note"), which shall be made payable to the order
     of such Servicing Lender and shall mature on the final
     (i.e., the twentieth) Servicing Amortization Date.  The
     aggregate amount of the Servicing Advances made by a
     Servicing Lender less all repayments of principal thereof
     shall be the principal amount owing and unpaid on such
     Servicing Lender's Servicing Note.  The principal amount of
     each Servicing Advance made by a Servicing Lender and all
     principal payments and prepayments thereof may be noted by
     such Servicing Lender on a schedule attached to its
     Servicing Note and shall be entered by such Servicing Lender
     on its ledgers and computer records; provided, that the
     failure of any Servicing Lender to make such notations or
     entries shall not affect the principal amount owing and
     unpaid on its Servicing Note.  The entries made by a
     Servicing Lender on its ledger and computer records and any
     notations made by a Servicing Lender on any such schedule
     annexed to its Servicing Note shall be presumed accurate
     until the contrary is established.

                    (d)  Payment and Prepayment of Principal of
     the Servicing Notes.

                         (i)  On each Servicing Amortization Date
               the Borrower will pay to the Administrative Agent,
               for the accounts of the Servicing Lenders, the
               applicable Mandatory Servicing Principal Payment,
               and the Administrative Agent shall distribute to
               each Servicing Lender its Pro Rata Share thereof.

                                   (ii)  If, at any time, the
               total of the unpaid principal balances outstanding
               under the Servicing Notes exceeds the Qualified
               Servicing Portfolio Value (as determined by the
               Administrative Agent from its records), the
               Borrower shall immediately make principal payments
               on the Servicing Notes in an aggregate amount
               equal to such excess, and the Administrative Agent
               shall distribute to each Servicing Lender its Pro
               Rata Share thereof.

                                   (iii)  If any Investor
               (including, without limitation, FNMA, FHLMC and
               GNMA) for whom the Borrower performs Servicing
               Rights that are included in the Qualified
               Servicing Portfolio shall disaffirm, repudiate or
               fail to perform or comply with, in any material
               aspect, its obligations under any Acknowledgement
               Agreement or shall deny, contest or refuse to give
               effect to the security interest granted to the
               Administrative Agent, for the benefit of the
               Lenders, in any of such Servicing Rights or in any
               related Servicing Contract, the Borrower shall,
               upon demand by the Administrative Agent given at
               the direction of the Required Servicing Lenders,
               immediately prepay the Servicing Notes in an
               aggregate amount equal to the product of the total
               unpaid principal balances outstanding under the
               Servicing Notes multiplied by a fraction the
               numerator of which is the portion of the Qualified
               Servicing Portfolio Value of the Servicing Rights
               pertaining to such Investor and the denominator of
               which is the total Qualified Servicing Portfolio
               Value, which prepayment shall be paid by the
               Borrower to the Administrative Agent for the
               accounts of the Servicing Lenders and the
               Administrative Agent shall distribute to each
               Servicing Lender its Pro Rata Share thereof.

                         (iv)  The Borrower shall have the right
               to prepay the Servicing Notes in whole or in part
               on two Business Days' notice to the Administrative
               Agent, which prepayment shall be paid to the
               Administrative Agent for the accounts of the
               Servicing Lenders and the Administrative Agent
               shall distribute to each Servicing Lender its Pro
               Rata Share thereof.

                         (v)  All amounts received by each
               Servicing Lender as a partial prepayment on its
               Servicing Note shall be applied to the
               installments of principal of such Servicing Note
               in the inverse order of their maturities.

                         (vi)  Amounts paid or prepaid on the
               Servicing Notes on or after the Servicing
               Conversion Date may not be reborrowed.

                         (vii)  The Borrower shall promptly send
               the Administrative Agent a Confirmation confirming
               any payment or prepayment of principal made on the
               Servicing Notes.

               (e)  Use of Proceeds of Servicing Advances.  The
     proceeds of the initial Servicing Advances will be used to
     repay the principal of the "Tranche A Loans" and "Tranche B
     Loans" (as such terms are defined in the Existing Servicing
     Credit Agreement) outstanding under the Existing Servicing
     Credit Agreement on the Effective Date.  The proceeds of all
     subsequent Servicing Advances will be used by the Borrower
     solely to finance or refinance the origination or
     acquisition of Servicing Rights, all of which must be
     eligible for inclusion, and, at the time of the Borrower's
     acquisition thereof, be included, in the Qualified Servicing
     Portfolio.

               (f)  Facility Fees.  The Borrower shall pay to the
     Administrative Agent for the account of each Servicing
     Lender on the Signing Date a facility fee equal to the
     product of such Servicing Lender's Servicing Commitment
     Amount multiplied by a percentage based upon the maximum
     Servicing Commitment Amount which such Servicing Lender
     originally offered in writing to provide in connection with
     the Administrative Agent's syndication of the credit
     facilities contemplated by this Agreement (irrespective of
     the Servicing Commitment Amount actually allocated to such
     Servicing Lender), as set forth in the following table:
             Maximum Servicing                         Commitment
        Commitment Amount                         Fee Percentage
Offered
                                   
                                             $15,000,000 or          0.15%
more
                                             $10,000,00 or
more but less                                than                    0.10%
$15,000,000
                                             $5,000,000 or
more but less                                than                    0.05%
$10,000,000
               (g)  Commitment Fees.  The Borrower shall pay to
     the Administrative Agent for the account of each Servicing
     Lender commitment fees at the rate of one-eighth of one
     percent (0.125%) per annum on the unused portion of such
     Servicing Lender's Servicing Commitment Amount, payable in
     arrears on the first day of each calendar quarter,
     commencing October 1, 1996.

          2.02  The Warehousing Facility and Warehousing Swing
Line Facility.

               (a)  Warehousing Commitments.  Upon the terms and
     subject to the conditions of this Agreement, until the
     Warehousing Termination Date, each Warehousing Lender
     agrees, severally but not jointly, to lend (and upon
     repayment, relend) to the Borrower, at such times and in
     such amounts as the Borrower shall request, up to an
     aggregate principal amount at any time outstanding not to
     exceed such Warehousing Lender's Warehousing Commitment
     Amount, subject to the following limitations:

                         (i)  the aggregate principal amount of
          Warehousing Advances and Warehousing Swing Line
          Advances at any time outstanding shall not exceed the
          sum of the Warehousing Commitment Amounts of all the
          Warehousing Lenders; and

                         (ii)  the aggregate principal amount of
          Warehousing Advances and Warehousing Swing Line
          Advances at any time outstanding shall not exceed the
          Warehousing Borrowing Base, as determined by the
          Collateral and Managing Agent from its records.

     The Warehousing Lenders shall not be obligated to make
     Warehousing Advances if any of the applicable conditions
     precedent set forth in Section 5 has not been satisfied or
     if, after giving effect thereto, any of the foregoing
     limitations would be exceeded.  The failure of any one or
     more of the Warehousing Lenders to make a Warehousing
     Advance in accordance with its Warehousing Commitment shall
     not relieve the other Warehousing Lenders of their several
     obligations hereunder, but no Warehousing Lender shall be
     liable with respect to the obligation of any other
     Warehousing Lender hereunder or be obligated in any event to
     make Warehousing Advances in excess of its Warehousing
     Commitment Amount.

               (b)  Discretionary Warehousing Swing Line
     Facility.  Upon the terms and subject to the conditions of
     this Agreement, until the Warehousing Termination Date,
     First Bank, in its sole discretion, may lend to the Borrower
     at such times and in such amounts as the Borrower shall
     request, up to an aggregate principal amount at any time
     outstanding equal to First Bank's Warehousing Commitment
     Amount less the principal amount outstanding under First
     Bank's Warehousing Note; provided, that First Bank will not
     make a Warehousing Swing Line Advance if (i) after giving
     effect thereto, either of the limitations set forth in
     Sections 2.02(a)(i) or 2.02(a)(ii) would be exceeded, or
     (ii) one or more of the conditions precedent set forth in
     Section 5 for the making of a Warehousing Advance have not
     been satisfied.

               (c)  Manner of Borrowing.  The Borrower shall give
     the Administrative Agent telephonic notice of each request
     for Warehousing Advances or Warehousing Swing Line Advances,
     as the case may be, not later than 12:00 noon (Minneapolis
     time) on the applicable Warehousing Advance Date, in the
     case of  Warehousing Advances, and not later than 3:00 p.m.
     (Minneapolis time) on such Warehousing Advance Date, in the
     case of Warehousing Swing Line Advances, specifying the
     aggregate amount of Warehousing Advances or Warehousing
     Swing Line Advances requested and whether such Warehousing
     Advances or Warehousing Swing Line Advances are to be funded
     as Floating Eurodollar Rate Borrowings, Fixed Rate
     Borrowings or Alternate Base Rate Borrowings; provided, that
     any portion of a Warehousing Advance or Warehousing Swing
     Line Advance not so designated shall be funded as an
     Alternate Base Rate Borrowing; and provided, further, that
     such designation or, in the absence of such designation, the
     preceding proviso clause shall be effective only with
     respect to that portion of the Warehousing Advances of a
     Lender other than First Bank which is not to be funded as a
     Designated Fixed Rate Loan in accordance with Section
     2.05(d).  The Borrower shall promptly confirm any such
     request by delivering to the Administrative Agent a duly
     completed and executed Confirmation.  The Administrative
     Agent shall, by not later than 1:00 p.m. (Minneapolis time)
     on the date on which a request for Warehousing Advances is
     received by it from the Borrower, notify each Warehousing
     Lender of such request, of such Warehousing Lender's Pro
     Rata Share of the Warehousing Advances requested, the
     applicable Warehousing Advance Date therefor, and whether
     such Warehousing Lender's Warehousing Advances are to be
     funded as Floating Eurodollar Rate Borrowings, Fixed Rate
     Borrowings or Alternate Base Rate Borrowings.  Each
     Warehousing Lender shall deposit into the Collateral Account
     in Immediately Available Funds by not later than 3:00 p.m.
     (Minneapolis time) on said Warehousing Advance Date the
     total amount of the Warehousing Advance or Advances to be
     made by such Warehousing Lender.  First Bank shall, not
     later than 4:00 p.m. (Minneapolis time) on the Warehousing
     Advance Date on which it makes any Warehousing Swing Line
     Advance, deposit the amount thereof into the Collateral
     Account.  Unless the Administrative Agent shall have
     received notice from a Warehousing Lender prior to 3:00 p.m.
     (Minneapolis time) on the date any Warehousing Advances are
     to be made that such Lender will not make available to the
     Administrative Agent the Warehousing Advances to be made by
     such Lender on such date, the Administrative Agent may
     assume that such Lender has made such Warehousing Advances
     available to the Administrative Agent on such date and the
     Administrative Agent in its sole discretion may, in reliance
     upon such assumption, make available to the Borrower on such
     date a corresponding amount on behalf of such Lender.  If a
     Warehousing Lender shall not have timely given such a
     notice, and to the extent such Lender shall not have so made
     available to the Administrative Agent the Warehousing
     Advance to be made by such Lender on such date and the
     Administrative Agent shall have so made available to the
     Borrower a corresponding amount on behalf of such Lender,
     such Lender shall, on demand, pay to the Administrative
     Agent such corresponding amount together with interest
     thereon, at the Federal Funds Effective Rate, for each day
     from the date such amount shall have been so made available
     by the Administrative Agent to the Borrower until the date
     such amount shall have been repaid to the Administrative
     Agent.  If such Warehousing Lender does not pay such
     corresponding amount promptly upon the Agent's demand
     therefor, the Administrative Agent shall promptly notify the
     Borrower and the Borrower shall immediately repay such
     corresponding amount to the Administrative Agent together
     with accrued interest thereon at the applicable rate or
     rates provided in Section 2.05.  Each request for
     Warehousing Advances or Warehousing Swing Line Advances
     shall be deemed to be a representation by the Borrower that
     (i) no Default or Event of Default has occurred or will
     exist upon the making of the requested Warehousing Advances
     or Warehousing Swing Line Advances and (ii) the
     representations and warranties contained in Section 3, in
     Section 5 of the Warehousing and Discretionary Security
     Agreement and in Section 5 of the Servicing and Working
     Capital Security Agreement are true and correct with the
     same force and effect as if made on and as of the date of
     such request.  Upon the deposit of the Warehousing Advances
     and/or Warehousing Swing Line Advance in the Collateral
     Account on the applicable Warehousing Advance Date, the
     Administrative Agent shall transfer the proceeds thereof to
     the account or accounts designated by the Borrower in its
     notice to the Administrative Agent.

               (d)  Warehousing Notes.  Warehousing Advances made
     by each Warehousing Lender and, in the case of First Bank,
     Warehousing Swing Line Advances shall be evidenced by the
     Borrower's promissory note in the form of Exhibit H (each a
     "Warehousing Note"), which shall be made payable to the
     order of such Warehousing Lender and shall mature on the
     Warehousing Termination Date.  The aggregate amount of the
     Warehousing Advances made by a Warehousing Lender under its
     Warehousing Note less all repayments of principal thereof
     shall be the principal amount owing and unpaid on such
     Warehousing Note.  The principal amount of each Warehousing
     Advance made by a Warehousing Lender and each Warehousing
     Swing Line Advance made by First Bank and all principal
     payments and prepayments thereof may be noted by such
     Warehousing Lender on a schedule attached to its Warehousing
     Note and shall be entered by such Warehousing Lender on its
     ledgers and computer records; provided, that the failure of
     any Warehousing Lender to make such notations or entries
     shall not affect the principal amount owing and unpaid on
     its Warehousing Note.  The entries made by a Warehousing
     Lender on its ledgers and computer records and any notations
     made by such Warehousing Lender on any such schedule annexed
     to its Warehousing Note shall be presumed to be accurate
     until the contrary is established.

               (e)  Payment and Prepayment of Warehousing Notes.
     The Borrower shall pay the principal of the Warehousing
     Notes as follows:

                    (i)  Mandatory Payments.  The entire unpaid
          principal balance of each Warehousing Lender's
          Warehousing Note shall be due and payable on the
          Warehousing Termination Date.

                    (ii)  Mandatory Prepayments.  If, at any
          time, the total of the unpaid principal amounts
          outstanding under the Warehousing Notes exceeds the
          lesser of the total of the Warehousing Commitment
          Amounts or the Warehousing Borrowing Base (as
          determined by the Collateral and Managing Agent from
          its records), the Borrower shall immediately make
          principal prepayments on the Warehousing Notes in an
          aggregate amount equal to the amount of such excess,
          which aggregate amount shall be paid to the
          Administrative Agent and distributed (A) first, to
          First Bank as a prepayment on the principal balance of
          any Warehousing Swing Line Advances outstanding under
          First Bank's Warehousing Note and (B) after repayment
          in full of any Warehousing Swing Line Advances
          outstanding under First Bank's Warehousing Note, to the
          Warehousing Lenders ratably on the basis of each
          Warehousing Lender's Pro Rata Share thereof.

                    (iii)  Optional Prepayments.  The Borrower
          shall have the right to prepay the outstanding
          principal balances of the Warehousing Notes in whole or
          in part at any time and from time to time, each such
          principal prepayment to be paid to the Administrative
          Agent and distributed (A) first, to First Bank as a
          prepayment on the principal balance of any Warehousing
          Swing Line Advances outstanding under First Bank's
          Warehousing Note and (B) after repayment in full of the
          Warehousing Swing Line Advances outstanding under First
          Bank's Warehousing Note, to the Warehousing Lenders
          ratably on the basis of each Warehousing Lender's Pro
          Rata Share thereof.

                    (iv)  Confirmation.  The Borrower shall
          promptly send the Administrative Agent a Confirmation
          confirming any payment or prepayment of principal made
          on the Warehousing Notes.

               (f)  Refinancing of Warehousing Swing Line
     Advances.

                    (i)  Permitted Refinancings of Warehousing
          Swing Line Advances.  First Bank, at any time in its
          sole and absolute discretion, may, upon notice given to
          each other Warehousing Lender by not later than 1:00
          p.m. (Minneapolis time) on any Business Day, request
          that each Warehousing Lender (including First Bank)
          make a Warehousing Advance in an amount equal to its
          Pro Rata Share of the portion of the aggregate unpaid
          principal amount of any outstanding Warehousing Swing
          Line Advances for the purpose of refinancing such
          Warehousing Swing Line Advances.

                    (ii)  Mandatory Refinancings of Warehousing
          Swing Line Advances.  Not later than 1:00 p.m.
          (Minneapolis time) on the second Business Day of each
          week, First Bank will notify each other Warehousing
          Lender of the aggregate amount of Warehousing Swing
          Line Advances which are then outstanding and the amount
          of Warehousing Advances required to be made by each
          Warehousing Lender (including First Bank) to refinance
          such outstanding Warehousing Swing Line Advances (which
          shall be in the amount of each Warehousing Lender's Pro
          Rata Share of such outstanding Warehousing Swing Line
          Advances).

                         (iii)  Warehousing Lenders' Obligation
          to Fund Refinancings of Warehousing Swing Line
          Advances.  Upon the giving of notices by First Bank
          under Section 2.02(f)(i) or 2.02(f)(ii), each
          Warehousing Lender (including First Bank) shall make a
          Warehousing Advance in an amount equal to its Pro Rata
          Share of the aggregate principal amount of Warehousing
          Swing Line Advances to be refinanced, and deposit the
          proceeds of such Warehousing Advances into the
          Collateral Account, in Immediately Available Funds, by
          not later than 3:00 p.m. (Minneapolis time) on the date
          such notice was received; provided, however, that a
          Warehousing Lender shall not be obligated to make any
          such Warehousing Advance unless (A) First Bank believed
          in good faith that all conditions to making the subject
          Warehousing Swing Line Advance were satisfied at the
          time such Warehousing Swing Line Advance was made, or
          (B) if the conditions to such Warehousing Advance were
          not satisfied, such Warehousing Lender had actual
          knowledge, by receipt of the statements furnished to it
          pursuant to Section 4.01 or otherwise, that any such
          condition had not been satisfied and failed to notify
          First Bank in a writing received by First Bank prior to
          the time it made such Warehousing Swing Line Advance
          that First Bank was not authorized to make a
          Warehousing Swing Line Advance until such condition has
          been satisfied, or (C) the satisfaction of any such
          condition that was not satisfied had been waived in a
          writing by the Required Warehousing Lenders prior to or
          at the time such Warehousing Swing Line Advance was
          made.  The proceeds of Warehousing Advances made
          pursuant to the preceding sentence shall be paid to
          First Bank (and not to the Borrower) and applied to the
          payment of principal of the outstanding Warehousing
          Swing Line Advances, and the Borrower authorizes the
          Administrative Agent to charge the Borrower's operating
          account or any other account (other than escrow or
          custodial accounts) maintained by it with the
          Administrative Agent (up to the amount available
          therein) in order to immediately pay First Bank the
          principal amount of such Warehousing Swing Line
          Advances to the extent amounts received from the other
          Warehousing Lenders are not sufficient to repay in full
          the principal of the outstanding Warehousing Swing Line
          Advances requested or required to be refinanced.  Upon
          the making of a Warehousing Advance by a Warehousing
          Lender pursuant to this Section 2.02(f)(iii), the
          amount so funded shall become due under such
          Warehousing Lender's Warehousing Note and the
          outstanding principal amount of the Warehousing Swing
          Line Advances shall be correspondingly reduced.  If any
          portion of any such amount paid to First Bank should be
          recovered by or on behalf of the Borrower from First
          Bank in bankruptcy or otherwise, the loss of the amount
          so recovered shall be ratably shared among all the
          Warehousing Lenders in the manner contemplated by
          Section 7.11.  Each Warehousing Lender's obligation to
          make Warehousing Advances referred to in this Section
          2.02(f)(iii) shall, subject to the proviso to the first
          sentence of this Section 2.02(f)(iii), be absolute and
          unconditional and shall not be affected by any
          circumstance, including, without limitation, (1) any
          setoff, counterclaim, recoupment, defense or other
          right which such Warehousing Lender may have against
          First Bank, the Borrower or anyone else for any reason
          whatsoever; (2) the occurrence or continuance of a
          Default or an Event of Default; (3) any adverse change
          in the condition (financial or otherwise) of the
          Borrower; (4) any breach of this Agreement by the
          Borrower, the Administrative Agent or any Lender; or
          (5) any other circumstance, happening or event
          whatsoever, whether or not similar to any of the
          foregoing; provided, that in no event shall a
          Warehousing Lender be obligated to make a Warehousing
          Advance if, after giving effect thereto, the
          outstanding principal balance of such Warehousing
          Lender's Warehousing Note would exceed its Warehousing
          Commitment Amount.

                    (iv)  Funding of Warehousing Advances.  Each
          Warehousing Advance made to refund a Warehousing Swing
          Line Advance pursuant to Section 2.02(f)(iii) shall be
          funded as an Alternate Base Rate Borrowing, Floating
          Eurodollar Rate Borrowing or Fixed Rate Borrowing as
          designated by the Borrower, but if not so designated,
          then as an Alternate Base Rate Borrowing.

               (g)  Facility Fees.  The Borrower shall pay to the
     Administrative Agent for the account of each Warehousing
     Lender, for the period ending on the Warehousing Termination
     Date, a facility fee at the rate of one-eighth of one
     percent (0.125%) per annum on such Warehousing Lender's
     Warehousing Commitment Amount, whether used or unused, which
     facility fee shall be payable by the Borrower in advance on
     the first Business Day of each month, commencing August 1,
     1996.

               (h)  Use of Proceeds.  The proceeds of the initial
     Warehousing Advances will be used to repay the principal of
     the "Tranche A Loans" and "Swing-Line Loans" (as such terms
     are defined in the Existing Warehouse Credit Agreement)
     outstanding under the Existing Warehouse Credit Agreement on
     the Effective Date.  The proceeds of subsequent Warehousing
     Advances and Warehousing Swing Line Advances will be used by
     the Borrower to finance or refinance the acquisition or
     origination of Mortgage Loans by the Borrower.

               (i)  Termination and Reduction of Warehousing
     Commitments.

                                   (i)  Termination.  The
          Borrower shall have the right, prior to any termination
          of the Warehousing Commitments pursuant to Section
          6.02, to terminate the Warehousing Commitments of all
          (but not less than all) Warehousing Lenders by giving
          the Administrative Agent notice in writing, specifying
          the date on which the Warehousing Commitments are to
          terminate, which notice shall be effective upon receipt
          by the Administrative Agent and which termination date
          shall not be earlier than 30 days after the date on
          which such notice is received by the Administrative
          Agent.  The Administrative Agent shall give telephonic
          notice (confirmed in writing) to each Warehousing
          Lender of the Agent's receipt of a notice of
          termination of the Warehousing Commitments given by the
          Borrower by not later than the Agent's close of
          business on the second Business Day following the date
          of receipt of such notice by the Administrative Agent.
          Notwithstanding the foregoing, any termination of the
          Commitments pursuant to Section 6.02 shall supersede
          any notice of termination under this Section
          2.02(i)(i).  Once the Warehousing Commitments have been
          terminated, they may not be reinstated.
                                   (ii)  Reduction.  The Borrower
          shall have the right at any time upon at least 30 days'
          prior written notice to the Administrative Agent to
          reduce the Warehousing Commitment Amounts of all (but
          not less than all) Warehousing Lenders, which reduction
          shall be applied pro rata among the Warehousing Lenders
          in proportion to their respective Warehousing
          Commitment Amounts; provided, that the aggregate amount
          of each such reduction in the Warehousing Commitment
          Amounts shall be in a minimum amount of $5,000,000 or
          an integral multiple in excess thereof for all
          Warehousing Commitments; and provided, further, that no
          such reduction shall reduce the aggregate of the
          Warehousing Commitment Amounts to less than the
          aggregate principal amount outstanding under the
          Warehousing Notes.  The Administrative Agent shall give
          telephonic notice (confirmed in writing) to each
          Warehousing Lender of the Agent's receipt of a notice
          of reduction of the Warehousing Commitments given by
          the Borrower by not later than the Agent's close of
          business on the second Business Day following receipt
          of such notice by the Administrative Agent.  Once the
          Warehousing Commitment Amounts have been reduced, they
          may not be reinstated.

          2.03  The Working Capital Facility.

               (a)  Working Capital Commitments.  Upon the terms
     and subject to the conditions of this Agreement, until the
     Working Capital Termination Date, each Working Capital
     Lender agrees, severally but not jointly, to lend (and upon
     repayment, relend) to the Borrower, at such times and in
     such amounts as the Borrower shall request, up to an
     aggregate principal amount at any time outstanding equal to
     such Working Capital Lender's Working Capital Commitment
     Amount, subject to the following limitations:

                                   (i)  the aggregate principal
          amount of Working Capital Advances and Working Capital
          Swing Line Advances at any time outstanding shall not
          exceed the sum of the Working Capital Commitment
          Amounts of all the Working Capital Lenders;

                                   (ii)  the aggregate principal
          amount of Working Capital Advances and Working Capital
          Swing Line Advances at any time outstanding shall not
          exceed the Working Capital Borrowing Base as determined
          by the Administrative Agent from its records.)

                                   (iii)  the principal amount of
          P&I Advances applied to fund any P&I Payment shall not
          exceed 95% of the P&I Payment Receivable resulting from
          such P&I Payment, and the aggregate principal amount of
          P&I Advances at any time outstanding shall not exceed
          $15,000,000;

                                   (iv)  the principal amount of
          T&I Advances applied to fund any T&I Payment shall not
          exceed 90% of the T&I Payment Receivable resulting from
          such T&I Payment, the principal amount of Foreclosure
          Advances applied to fund any Foreclosure Payment shall
          not exceed 90% of the Foreclosure Payment Receivable
          resulting from such Foreclosure Payment, and the total
          of the aggregate principal amount of T&I Advances plus
          the aggregate principal amount of Foreclosure Advances
          at any time outstanding shall not exceed $25,000,000;
          and

                                   (v)  the principal amount of
          Investment Loan Advances applied to finance or
          refinance the origination or acquisition of any
          Investment Loan shall not exceed 80% of the Working
          Capital Collateral Value of such Investment Loan, and
          the aggregate principal amount of Investment Loan
          Advances at any time outstanding shall not exceed
          $5,000,000.

     The Working Capital Lenders shall not be obligated to make
     Working Capital Advances if, after giving effect thereto,
     any of the foregoing limitations would be exceeded.  The
     failure of any one or more of the Working Capital Lenders to
     make a Working Capital Advance in accordance with its
     Working Capital Commitment shall not relieve the other
     Working Capital Lenders of their several obligations
     hereunder, but no Working Capital Lender shall be liable
     with respect to the obligation of any other Working Capital
     Lender hereunder or be obligated in any event to make
     Working Capital Advances in excess of its Working Capital
     Commitment Amount.

               (b)  Discretionary Working Capital Swing Line
     Facility.  Upon the terms and subject to the conditions of
     this Agreement, until the Working Capital Termination Date,
     First Bank, in its sole discretion, may lend to the Borrower
     at such times and in such amounts as the Borrower shall
     request, up to an aggregate principal amount at any time
     outstanding equal to First Bank's Working Capital Commitment
     Amount less the principal amount outstanding under First
     Bank's Working Capital Note; provided, that First Bank will
     not make a Working Capital Swing Line Advance if (i) after
     giving effect thereto, either of the limitations set forth
     in Sections 2.03(a)(i) or 2.03(a)(ii) would be exceeded, or
     (ii) one or more of the conditions precedent set forth in
     Section 5 for the making of a Working Capital Advance have
     not been satisfied.

               (c)  Manner of Borrowing.  The Borrower shall give
     the Administrative Agent telephonic notice of each request
     for Working Capital Advances or Working Capital Swing Line
     Advances not later than 11:00 a.m. (Minneapolis time) on the
     applicable Working Capital Advance Date, specifying the
     aggregate amount of Working Capital Advances requested, the
     Working Capital Advances or Working Capital Swing Line
     Advances to be made by each Working Capital Lender, whether
     such Working Capital Advances or Working Capital Swing Line
     Advances are P&I Advances, T&I Advances, Foreclosure
     Advances and/or Investment Loan Advances, and the portions
     of such Working Capital Advances that are to be funded as
     Floating Eurodollar Rate Borrowings, Fixed Rate Borrowings
     or Alternate Base Rate Borrowings; provided, that any
     portion of a Working Capital Advance or Working Capital
     Swing Line Advance not so designated shall be funded as an
     Alternate Base Rate Borrowing; and provided, further, that
     such designation or, in the absence of such designation, the
     preceding proviso clause, shall be effective only with
     respect to that portion of the outstanding Working Capital
     Advances of a Lender other than First Bank which is not to
     be funded as a Designated Fixed Rate Advance in accordance
     with Section 2.05(d).  The Borrower shall promptly confirm
     any such request by delivering to the Administrative Agent a
     duly completed and executed Confirmation.  The
     Administrative Agent shall, by not later than 12:00 noon
     (Minneapolis time) on the date on which such request for
     Working Capital Advances is received by it from the
     Borrower, notify each Working Capital Lender of such
     request, of such Working Capital Lender's Pro Rata Share of
     the Working Capital Advances requested, the applicable
     Working Capital Advance Date therefor, and the portions of
     such Working Capital Lender's Working Capital Advances that
     are to be funded as Floating Eurodollar Rate Borrowings,
     Fixed Rate Borrowings or Alternate Base Rate Borrowings.
     Each Working Capital Lender shall deposit into the
     Collateral Account in Immediately Available Funds by not
     later than 3:00 p.m. (Minneapolis time) on said Working
     Capital Advance Date the total amount of the Working Capital
     Advances to be made by such Working Capital Lender.  Unless
     the Administrative Agent shall have received notice from a
     Working Capital Lender prior to 3:00 p.m. (Minneapolis time)
     on the date any Working Capital Advances are to be made that
     such Lender will not make available to the Administrative
     Agent the Working Capital Advances to be made by such Lender
     on such date, the Administrative Agent may assume that such
     Lender has made such Working Capital Advances available to
     the Administrative Agent on such date and the Administrative
     Agent in its sole discretion may, in reliance upon such
     assumption, make available to the Borrower on such date a
     corresponding amount on behalf of such Lender.  If a Working
     Capital Lender shall not have timely given such a notice,
     and to the extent such Lender shall not have so made
     available to the Administrative Agent the Working Capital
     Advances to be made by such Lender on such date and the
     Administrative Agent shall have so made available to the
     Borrower a corresponding amount on behalf of such Lender,
     such Lender shall, on demand, pay to the Administrative
     Agent such corresponding amount together with interest
     thereon, at the Federal Funds Effective Rate, for each day
     from the date such amount shall have been so made available
     by the Administrative Agent to the Borrower until the date
     such amount shall have been repaid to the Administrative
     Agent.  If such Working Capital Lender does not pay such
     corresponding amount promptly upon the Agent's demand
     therefor, the Administrative Agent shall promptly notify the
     Borrower and the Borrower shall immediately repay such
     corresponding amount to the Administrative Agent together
     with accrued interest thereon at the applicable rate or
     rates provided in Section 2.05.  First Bank shall, not later
     than 3:00 p.m. (Minneapolis time) on the Working Capital
     Advance Date on which it makes any Working Capital Swing
     Line Advance, deposit the amount thereof into the Collateral
     Account.  Each request for Working Capital Advances shall be
     deemed to be a representation by the Borrower that (i) no
     Default or Event of Default has occurred or will exist upon
     the making of the requested Working Capital Advances and
     (ii) the representations and warranties contained in
     Section 3, in Section 5 of the Warehousing and Discretionary
     Security Agreement and in Section 5 of the Servicing and
     Working Capital Security Agreement, are true and correct
     with the same force and effect as if made on and as of the
     date of such request.  Upon the deposit of the Working
     Capital Advances in the Collateral Account on the applicable
     Working Capital Advance Date, the Administrative Agent shall
     transfer the proceeds thereof to the account or accounts
     designated by the Borrower in its notice to the
     Administrative Agent.

               (d)  Working Capital Notes.  Working Capital
     Advances made by each Working Capital Lender and, in the
     case of First Bank, Working Capital Swing Line Advances
     shall be evidenced by the Borrower's promissory note in the
     form of Exhibit I (each a "Working Capital Note"), which
     shall be made payable to the order of such Working Capital
     Lender and shall mature on the Working Capital Termination
     Date.  The aggregate amount of the Working Capital Advances
     and, in the case of First Bank, Working Capital Swing Line
     Advances made by a Working Capital Lender under its Working
     Capital Note less all repayments of principal thereof shall
     be the principal amount owing and unpaid on such Working
     Capital Note.  The principal amount of each Working Capital
     Advance and, in the case of First Bank, Working Capital
     Swing Line Advance made by a Working Capital Lender and all
     principal payments and prepayments thereof may be noted by
     such Working Capital Lender on a schedule attached to its
     Working Capital Note and shall be entered by such Lender on
     its ledgers and computer records; provided, that the failure
     of any Working Capital Lender to make such notations or
     entries shall not affect the principal amount owing and
     unpaid on its Working Capital Note.  The entries made by a
     Working Capital Lender on its ledgers and computer records
     and any notations made by such Working Capital Lender on any
     such schedule annexed to its Working Capital Note shall be
     presumed to be accurate until the contrary is established.

               (e)  Payment and Prepayment of Working Capital
     Advances.  The Borrower shall pay the principal of the
     Working Capital Notes as follows:

                    (i)  Mandatory Payment.  The entire unpaid
          principal balance of each Working Capital Lender's
          Working Capital Note shall be due and payable on the
          Working Capital Termination Date.

                    (ii)  Mandatory Prepayments.  Principal of
          the Working Capital Notes shall be subject to mandatory
          prepayment as follows:

                                   (A)  If, at any time, the
               aggregate principal amount of all Working Capital
               Advances outstanding exceeds the lesser of the
               total of the Working Capital Commitment Amounts or
               the Working Capital Borrowing Base (as determined
               by the Administrative Agent from their records),
               the Borrower shall immediately make principal
               prepayments on the Working Capital Notes in an
               aggregate amount equal to the amount of such
               excess, which aggregate amount shall be paid to
               the Administrative Agent and distributed to the
               Working Capital Lenders ratably on the basis of
               each Working Capital Lender's Pro Rata Share
               thereof.

                                   (B)  During the period
               beginning on and including the third Business Day
               of each calendar month and ending on and including
               the fourteenth calendar day of such calendar
               month, there shall be no P&I Advances outstanding
               under any of the Working Capital Notes, and the
               Borrower shall make such prepayments on the
               Working Capital Notes, and shall refrain from
               requesting further P&I Advances, as shall be
               necessary to comply with this requirement.

                                   (C)  If any Investor
               (including, without limitation, FNMA, FHLMC and
               GNMA) for whom the Borrower performs Servicing
               Rights that are included in the Qualified
               Servicing Portfolio shall disaffirm, repudiate or
               fail to perform or comply with, in any material
               respect, its obligations under any Acknowledgement
               Agreement or shall deny, contest or refuse to give
               effect to the security interest granted to the
               Administrative Agent, for the benefit of the
               Lenders, in any such Servicing Rights or in any
               related Servicing Contract, the Borrower shall,
               upon demand by the Administrative Agent given at
               the direction of the Required Working Capital
               Lenders, immediately prepay all outstanding P&I
               Advances, T&I Advances and Foreclosure Advances
               made to fund P&I Payment, T&I Payment and
               Foreclosure Advances in respect of the Mortgage
               Loans serviced pursuant to such Servicing Rights,
               which prepayments shall be paid to the
               Administrative Agent for the accounts of the
               Working Capital Lenders and the Administrative
               Agent shall distribute to each Working Capital
               Lender its Pro Rata Share thereof.

                    (iii)  Optional Prepayments.  The Borrower
          shall have the right to prepay the outstanding
          principal balances of the Working Capital Notes in
          whole or in part at any time and from time to time,
          each such principal prepayment to be paid to the
          Administrative Agent and distributed to the Working
          Capital Lenders ratably on the basis of each Working
          Capital Lender's Pro Rata Share thereof.

                    (iv)  Confirmation.  The Borrower shall
          promptly send the Administrative Agent a Confirmation
          confirming any payment or prepayment of principal made
          on the Working Capital Notes.

               (f)  Refinancing of Working Capital Swing Line
     Advances.

                    (i)  Permitted Refinancings of Working
          Capital Swing Line Advances.  First Bank, at any time
          in its sole and absolute discretion, may, upon notice
          given to each other Working Capital Lender by not later
          than 12:00 noon (Minneapolis time) on any Business Day,
          request that each Working Capital Lender (including
          First Bank) make a Working Capital Advance in an amount
          equal to its Pro Rata Share of the portion of the
          aggregate unpaid principal amount of any outstanding
          Working Capital Swing Line Advances for the purpose of
          refinancing such Working Capital Swing Line Advances.

                    (ii)  Mandatory Refinancings of Working
          Capital Swing Line Advances.  Not later than 12:00 noon
          (Minneapolis time) on the second Business Day of each
          week, First Bank will notify each other Working Capital
          Lender of the aggregate amount of Working Capital Swing
          Line Advances which are then outstanding and the amount
          of Working Capital Advances required to be made by each
          Working Capital Lender (including First Bank) to
          refinance such outstanding Working Capital Swing Line
          Advances (which shall be in the amount of each Working
          Capital Lender's Pro Rata Share of such outstanding
          Working Capital Swing Line Advances).

                         (iii)  Working Capital Lenders'
          Obligation to Fund Refinancings of Working Capital
          Swing Line Advances.  Upon the giving of notices by
          First Bank under Section 2.03(f)(i) or 2.03(f)(ii),
          each Working Capital Lender (including First Bank)
          shall make a Working Capital Advance in an amount equal
          to its Pro Rata Share of the aggregate principal amount
          of Working Capital Swing Line Advances to be
          refinanced, and deposit the proceeds of such Working
          Capital Advances into the Collateral Account, in
          Immediately Available Funds, by not later than 3:00
          p.m. (Minneapolis time) on the date such notice was
          received; provided, however, that a Working Capital
          Lender shall not be obligated to make any such Working
          Capital Advance unless (A) First Bank believed in good
          faith that all conditions to making the subject Working
          Capital Swing Line Advance were satisfied at the time
          such Working Capital Swing Line Advance was made, or
          (B) if the conditions to such Working Capital Advance
          were not satisfied, such Working Capital Lender had
          actual knowledge, by receipt of the statements
          furnished to it pursuant to Section 4.01 or otherwise,
          that any such condition had not been satisfied and
          failed to notify First Bank in a writing received by
          First Bank prior to the time it made such Working
          Capital Swing Line Advance that First Bank was not
          authorized to make a Working Capital Swing Line Advance
          until such condition has been satisfied, or (C) the
          satisfaction of any such condition that was not
          satisfied had been waived in a writing by the Required
          Working Capital Lenders prior to or at the time such
          Working Capital Swing Line Advance was made.  The
          proceeds of Working Capital Advances made pursuant to
          the preceding sentence shall be paid to First Bank (and
          not to the Borrower) and applied to the payment of
          principal of the outstanding Working Capital Swing Line
          Advances, and the Borrower authorizes the
          Administrative Agent to charge the Borrower's operating
          account or any other account (other than escrow or
          custodial accounts) maintained by it with the
          Administrative Agent (up to the amount available
          therein) in order to immediately pay First Bank the
          principal amount of such Working Capital Swing Line
          Advances to the extent amounts received from the other
          Working Capital Lenders are not sufficient to repay in
          full the principal of the outstanding Working Capital
          Swing Line Advances requested or required to be
          refinanced.  Upon the making of a Working Capital
          Advance by a Working Capital Lender pursuant to this
          Section 2.03(f)(iii), the amount so funded shall become
          due under such Working Capital Lender's Working Capital
          Note and the outstanding principal amount of the
          Working Capital Swing Line Advances shall be
          correspondingly reduced.  If any portion of any such
          amount paid to First Bank should be recovered by or on
          behalf of the Borrower from First Bank in bankruptcy or
          otherwise, the loss of the amount so recovered shall be
          ratably shared among all the Working Capital Lenders in
          the manner contemplated by Section 7.11.  Each Working
          Capital Lender's obligation to make Working Capital
          Advances referred to in this Section 2.03(f)(iii)
          shall, subject to the proviso to the first sentence of
          this Section 2.03(f)(iii), be absolute and
          unconditional and shall not be affected by any
          circumstance, including, without limitation, (1) any
          setoff, counterclaim, recoupment, defense or other
          right which such Working Capital Lender may have
          against First Bank, the Borrower or anyone else for any
          reason whatsoever; (2) the occurrence or continuance of
          a Default or an Event of Default; (3) any adverse
          change in the condition (financial or otherwise) of the
          Borrower; (4) any breach of this Agreement by the
          Borrower, the Administrative Agent or any Lender; or
          (5) any other circumstance, happening or event
          whatsoever, whether or not similar to any of the
          foregoing; provided, that in no event shall a Working
          Capital Lender be obligated to make a Working Capital
          Advance if, after giving effect thereto, the
          outstanding principal balance of such Working Capital
          Lender's Working Capital Note would exceed its Working
          Capital Commitment Amount.

                    (iv)  Funding of Working Capital Advances.
          Each Working Capital Advance made to refund a Working
          Capital Swing Line Advance pursuant to Section
          2.03(f)(iii) shall be funded as an Alternate Base Rate
          Borrowing, Floating Eurodollar Rate Borrowing or Fixed
          Rate Borrowing as designated by the Borrower, but if
          not so designated, then as an Alternate Base Rate
          Borrowing.

               (g)  Facility Fees.  The Borrower shall pay to the
     Administrative Agent for the account of each Working Capital
     Lender a facility fee for the period ending on the Working
     Capital Termination Date at a per annum rate of one-fourth
     of one percent (0.25%) on the unused portion of such
     Lender's Working Capital Commitment Amount, which facility
     fee shall be payable in arrears on the first day of each
     month.

               (h)  Use of Proceeds.  The proceeds of the initial
     P&I Advances will be used to repay the principal of the
     "Tranche C Loans" (as such term is defined in the Existing
     Servicing Credit Agreement) outstanding under the Existing
     Servicing Credit Agreement on the Effective Date, the
     proceeds of the initial T&I Advances will be used to repay
     that portion of the principal of the "Tranche D Loans" (as
     such term is defined in the Existing Servicing Credit
     Agreement) outstanding under the Existing Servicing Credit
     Agreement on the Effective Date which is attributable to
     "T&I Advances" (as such term is defined in the Existing
     Servicing Credit Agreement), the proceeds of the initial
     Foreclosure Advances will be used to repay that portion of
     the principal of such Tranche D Loans outstanding under the
     Existing Servicing Credit Agreement on the Effective Date
     which is attributable to "Expense Advances" (as such term is
     defined in the Existing Servicing Credit Agreement), and the
     proceeds of the initial Investment Loan Advances will be
     used to repay that portion of the principal of such Tranche
     D Loans outstanding under the Existing Servicing Credit
     Agreement on the Effective Date which is attributable to the
     acquisition or origination of Investment Loans by the
     Borrower.  The proceeds of subsequent Working Capital
     Advances and Working Capital Swing Line Advances shall be
     used as follows:  (i) P&I Advances shall be used to fund P&I
     Payments; (ii) T&I Advances shall be used to fund T&I
     Payments; (iii) Foreclosure Advances shall be used to fund
     Foreclosure Payments; and (iv) Investment Loan Advances
     shall be used to finance or refinance the origination or
     acquisition of Investment Loans.

               (i)  Termination of Working Capital Commitments;
     Reduction of Working Capital Commitment Amounts.

                         (i)  Termination.  The Borrower shall
          have the right, prior to any termination of the Working
          Capital Commitments pursuant to Section 6.02, to
          terminate the Working Capital Commitments of all (but
          not less than all) Working Capital Lenders by giving
          the Administrative Agent notice in writing, specifying
          the date on which the Working Capital Commitments are
          to terminate, which notice shall be effective upon
          receipt by the Administrative Agent and which
          termination date shall not be earlier than 30 days
          after the date on which such notice is received by the
          Administrative Agent.  The Administrative Agent shall
          give telephonic notice (confirmed in writing) to each
          Working Capital Lender of the Agent's receipt of a
          notice of termination of the Working Capital
          Commitments given by the Borrower by not later than the
          Agent's close of business on the second Business Day
          following the date of receipt of such notice by the
          Administrative Agent.  Notwithstanding the foregoing,
          any termination of the Commitments pursuant to Section
          6.02 shall supersede any notice of termination under
          this Section 2.03(i)(i).  Once the Working Capital
          Commitments have been terminated, they may not be
          reinstated.

                         (ii)  Reduction.  The Borrower shall
          have the right at any time upon at least 30 days' prior
          written notice to the Administrative Agent and the
          Lenders to reduce the Working Capital Commitment
          Amounts of all (but not less than all) Working Capital
          Lenders, which reduction shall be applied pro rata
          among the Working Capital Lenders in proportion to
          their respective Working Capital Commitment Amounts;
          provided, that the aggregate amount of each such
          reduction in the Working Capital Commitment Amounts
          shall be in a minimum amount of $1,000,000 or an
          integral multiple in excess thereof for all Working
          Capital Commitments; and provided, further, that no
          such reduction shall reduce the aggregate of the
          Working Capital Commitment Amounts to less than the
          aggregate principal amount outstanding under the
          Working Capital Notes.  The Administrative Agent shall
          give telephonic notice (confirmed in writing) to each
          Lender of the Agent's receipt of a notice of reduction
          of the Working Capital Commitments by not later than
          the Agent's close of business on the second Business
          Day following the date of receipt of such notice by the
          Administrative Agent.           Once the Working
          Capital Commitment Amounts have been reduced, they may
          not be reinstated.

          2.04  The Discretionary Facility.

               (a)  Discretionary Advances.  Upon the terms and
     subject to the conditions of this Agreement, until the
     Discretionary Termination Date, each Discretionary Lender
     may, upon the request of the Borrower, in the sole and
     absolute discretion of such Discretionary Lender, lend (and
     upon repayment, relend) to the Borrower, at such times and
     in such amounts as the Borrower shall request, up to an
     aggregate principal amount not to exceed at any time
     outstanding such Discretionary Lender's Discretionary
     Lending Limit, subject to the following limitations:

                         (i)  the aggregate principal amount of
          Discretionary Advances at any time outstanding shall
          not exceed the sum of the Discretionary Lending Limits
          of all the Discretionary Lenders; and

                         (ii)  the aggregate principal amount of
          Discretionary Advances at any time outstanding shall
          not exceed the Discretionary Borrowing Base as
          determined by the Collateral and Managing Agent and the
          Administrative Agent from their records.

     Any Discretionary Lender may at any time, upon notice to and
     with the written consent of the Administrative Agent,
     increase such Discretionary Lender's Discretionary Lending
     Limit, whereupon the Administrative Agent shall prepare and
     distribute to each Lender a new Exhibit F reflecting such
     increased Discretionary Lending Limit.

               (b)  Manner of Borrowing.  The Borrower shall give
     the Administrative Agent telephonic notice of each request
     for Discretionary Advances not later than 12:00 noon
     (Minneapolis time) on the applicable Discretionary Advance
     Date for such Discretionary Advances, specifying the
     aggregate amount of Discretionary Advances requested and
     the Discretionary Advances to be made by each Discretionary
     Lender which are to be funded as Floating Eurodollar Rate
     Borrowings or Alternate Base Rate Borrowings; provided, that
     any portion of a Discretionary Advance not so designated
     shall be funded as an Alternate Base Rate Borrowing.  Fixed
     Rate Borrowings shall not be available with respect to
     Discretionary Advances.  The Borrower shall promptly confirm
     any such request by delivering to the Administrative Agent a
     duly completed and executed Confirmation.  The
     Administrative Agent shall, by not later than 1:00 p.m.
     (Minneapolis time) on the date on which such request for
     Discretionary Advances is received by it from the Borrower,
     notify each Discretionary Lender of such request, of such
     Discretionary Lender's Pro Rata Share of the Discretionary
     Advances requested, the applicable Discretionary Advance
     Date therefor, and whether such Discretionary Lender's
     Discretionary Advances are to be funded as Floating
     Eurodollar Rate Borrowings or Alternate Base Rate
     Borrowings.  Each Discretionary Lender shall give notice to
     the Agent by not later than 1:30  p.m. (Minneapolis time) on
     such Discretionary Advance Date stating whether or not it
     will make the Discretionary Advance requested of it.  If, in
     its notice to the Lender, any Discretionary Lender declines
     to make the Discretionary Advance requested of it, the
     Administrative Agent shall promptly notify the Borrower of
     such fact, in which event the Borrower may request the
     Administrative Agent to request any other Discretionary
     Lender designated by the Borrower to make all or part of the
     Discretionary Advance so declined.  Each Discretionary
     Lender that desires to make a Discretionary Advance
     requested of it shall deposit into the Collateral Account in
     Immediately Available Funds by not later than 3:00 p.m.
     (Minneapolis time) on said Discretionary Advance Date the
     total amount of the Discretionary Advance to be made by such
     Discretionary Lender.  Each request for Discretionary
     Advances shall be deemed to be a representation by the
     Borrower that (i) no Default or Event of Default has
     occurred or will exist upon the making of the requested
     Discretionary Advances and (ii) the representations and
     warranties contained in Section 3, in Section 5 of the
     Warehousing and Discretionary Security Agreement and in
     Section 5 of the Servicing and Working Capital Security
     Agreement, are true and correct with the same force and
     effect as if made on and as of the date of such request.
     Upon the deposit of the Discretionary Advances in the
     Collateral Account on the applicable Discretionary Advance
     Date, the Administrative Agent shall transfer the proceeds
     thereof to the account or accounts designated by the
     Borrower in its notice to the Administrative Agent.

               (c)  Discretionary Notes.  Discretionary Advances
     made by each Discretionary Lender shall be evidenced by the
     Borrower's promissory note in the form of Exhibit J (each a
     "Discretionary Note"), which shall be made payable to the
     order of such Discretionary Lender and shall mature on the
     Discretionary Termination Date.  The aggregate amount of the
     Discretionary Advances made by a Discretionary Lender under
     its Discretionary Note less all repayments of principal
     thereof shall be the principal amount owing and unpaid on
     such Discretionary Note.  The principal amount of each
     Discretionary Advance made by a Discretionary Lender and all
     principal payments and prepayments thereof may be noted by
     such Discretionary Lender on a schedule attached to its
     Discretionary Note and shall be entered by such Lender on
     its ledgers and computer records; provided, that the failure
     of any Discretionary Lender to make such notations or
     entries shall not affect the principal amount owing and
     unpaid on its Discretionary Note.  The entries made by a
     Discretionary Lender on its ledgers and computer records and
     any notations made by such Discretionary Lender on any such
     schedule annexed to its Discretionary Note shall be presumed
     to be accurate until the contrary is established.

               (d)  Payment and Prepayment of Discretionary
     Advances.  The Borrower shall pay the principal of the
     Discretionary Notes as follows:

                    (i)  Mandatory Payments.  Each Discretionary
          Advance shall be repaid on the tenth (10th) day
          following the Discretionary Advance Date on which such
          Discretionary Advance was made, and the entire unpaid
          principal balance of each Discretionary Lender's
          Discretionary Note shall be due and payable on the
          Discretionary Termination Date.

                    (ii)  Mandatory Prepayments.  If, at any
          time, the aggregate principal amount of all
          Discretionary Advances outstanding exceeds the lesser
          of (A) the aggregate amount of the Discretionary
          Lenders' Discretionary Lending Limits, or (B) the
          Discretionary Borrowing Base (as determined by the
          Collateral and Managing Agent and the Administrative
          Agent from their records), the Borrower shall
          immediately make principal prepayments on the
          Discretionary Notes in an aggregate amount equal to the
          amount of such excess, which aggregate amount shall be
          paid to the Administrative Agent and distributed to the
          Discretionary Lenders ratably on the basis of each
          Discretionary Lender's Pro Rata Share thereof.

                    (iii)  Optional Prepayments.  The Borrower
          shall have the right to prepay the outstanding
          principal balances of the Discretionary Notes in whole
          or in part at any time and from time to time, each such
          principal prepayment to be paid to the Administrative
          Agent and distributed to the Discretionary Lenders
          ratably on the basis of each Discretionary Lender's Pro
          Rata Share thereof.

                    (iv)  Confirmation.  The Borrower shall
          promptly send the Administrative Agent a Confirmation
          confirming any payment or prepayment of principal made
          on the Discretionary Notes.

               (e)  Use of Proceeds.  The proceeds of the initial
     Discretionary Tranche 1 Advances will be used to repay the
     principal of that portion of the "Tranche B Loans" (as such
     term is defined in the Existing Warehouse Credit Agreement)
     outstanding under the Existing Warehouse Credit Agreement on
     the Effective Date which is attributable to "Eligible
     Gestation MBS" (as such term is defined in the Existing
     Warehouse Credit Agreement) and the proceeds of the initial
     Discretionary Tranche 2 Advances will be used to repay the
     principal of that portion of the "Tranche B Loans" (as such
     term is defined in the Existing Warehouse Credit Agreement)
     outstanding under the Existing Warehouse Credit Agreement on
     the Effective Date which is attributable to "Eligible
     Gestation Mortgage Loans" (as such term is defined in the
     Existing Warehouse Credit Agreement).  The proceeds of
     subsequent Discretionary Advances shall be used as follows:
     (i) Discretionary Tranche 1 Advances shall be used to
     finance or refinance the origination or acquisition of
     Gestation Securities by the Borrower, (ii) Discretionary
     Tranche 2 Advances shall be used to finance or refinance the
     origination or acquisition of Gestation Loans by the
     Borrower, and (iii) Discretionary Tranche 3 Advances shall
     be used to finance or refinance the origination or
     acquisition of Committed Whole Loans by the Borrower.

          2.05  Interest on the Notes; Balances Deficiency Fees;
Continuations and Conversions; Designated Fixed Rate Borrowings.

               (a)  Interest Rates; Balances Deficiency Fees.
     The Borrower will pay each Lender interest on the unpaid
     principal balance of each Advance from time to time
     outstanding as follows:

                    (i)  with respect to Fixed Rate Borrowings
          and Designated Fixed Rate Borrowings, at the per annum
          rate of (A) with respect to Fixed Rate Borrowings and
          Designated Fixed Rate Borrowings consisting of any
          portion of the outstanding principal balance of a
          Servicing Note, 2.25%; (B) with respect to Fixed Rate
          Borrowings and Designated Fixed Rate Borrowings
          consisting of any portion of the outstanding principal
          balance of a Warehousing Note, 1%; and (C) with respect
          to Fixed Rate Borrowings and Designated Fixed Rate
          Borrowings consisting of any portion of the outstanding
          principal balance of a Working Capital Note, 1.625%;
          provided, that if for any Balance Calculation Period
          the weighted average daily Reserve-Adjusted Balances
          maintained by the Borrower with any Lender are less
          than an amount equal to the weighted average daily
          aggregate unpaid principal balance of the Fixed Rate
          Borrowings (other than Designated Fixed Rate
          Borrowings) owed to such Lender during such Balance
          Calculation Period (such deficiency being herein
          referred to as the "Balances Deficiency"), the Borrower
          will pay each Lender a fee (the "Balances Deficiency
          Fee") for said Balance Calculation Period on the
          Balances Deficiency at a per annum rate equal to the
          average daily Floating Reserve-Adjusted Eurodollar Rate
          in effect during said Balance Calculation Period; and
          provided, further, that the amount by which the
          weighted average Reserve-Adjusted Balances maintained
          by the Borrower with such Lender for any Balance
          Calculation Period exceeds the weighted average daily
          aggregate unpaid principal balance of the Fixed Rate
          Borrowings (other than Designated Fixed Rate
          Borrowings) owed to such Lender during such Balance
          Calculation Period (such excess being defined herein as
          the "Balances Surplus"), such Balances Surplus, or, if
          the Borrower and the Lender shall so agree, the
          earnings credit for such Balances Surplus (as
          determined by such Lender), may be carried forward and
          applied to succeeding Balance Calculation Periods (but
          not to any Balance Calculation Period occurring in any
          subsequent calendar year, unless the Borrower and such
          Lender shall otherwise agree in writing); and provided,
          further, that if the Borrower and any Lender so agree
          in writing, the Borrower may obtain a lower fixed rate
          from such Lender for Fixed Rate Borrowings (other than
          Designated Fixed Rate Borrowings) by maintaining
          additional Reserve-Adjusted Balances with such Lender;

                    (ii)  with respect to Alternate Base Rate
          Borrowings, the Alternate Base Rate plus the Applicable
          Margin, as adjusted automatically on and as of the
          effective date of any change in the Alternate Base
          Rate; and

                         (iii)  with respect to Floating
          Eurodollar Rate Borrowings the Floating Adjusted
          Eurodollar Rate plus the Applicable Margin, as adjusted
          automatically on and as of the effective date of any
          change in the Floating Reserve-Adjusted Eurodollar
          Rate.

               (b)  Payment of Interest, Facility Fees and
     Balances Deficiency Fees.  Interest accrued on the Notes
     through the last day of each calendar month shall be payable
     on the first Business Day of the next succeeding calendar
     month and, in addition, on the last Servicing Amortization
     Date, in the case of the Servicing Notes, on the Warehousing
     Termination Date, in the case of the Warehousing Notes, on
     the Working Capital Termination Date, in the case of the
     Working Capital Notes, and on the Discretionary Termination
     Date, in the case of the Discretionary Notes.   All payments
     of interest and facility fees shall be made to the
     Administrative Agent for the account of the Lenders and
     shall be distributed by the Administrative Agent to the
     Lenders ratably on the basis of each Lender's Pro Rata Share
     thereof.  Any Balances Deficiency Fee payable hereunder
     shall be payable to the applicable Lender, quarterly after
     the end of each calendar quarter within two Business Days
     after receipt by the Borrower and the Administrative Agent
     from such Lender of a statement therefor containing the
     calculations made to determine such Balances Deficiency Fee,
     which statement shall be conclusive absent manifest error.
     Unless an Event of Default shall have occurred and be
     continuing, each payment of interest and facilities fees
     made to the Administrative Agent shall be distributed by the
     Administrative Agent to the Lenders in the amount of
     interest and facilities fees accrued on such Lender's
     Advances for the applicable period.  If an Event of Default
     shall have occurred and be continuing, all such payments of
     interest and facilities fees shall be distributed to the
     Lenders ratably on the basis of each Lender's Pro Rata Share
     (determined under clause (j) of the definition thereof).

               (c)  Continuation and Conversions of Outstanding
     Borrowings.  Subject to the terms and conditions of this
     Agreement, the Borrower shall  have the option to convert
     all or any portion of any outstanding Borrowing into
     Borrowings of another type (i.e., Floating Eurodollar Rate
     Borrowings, Fixed Rate Borrowings or Alternate Base Rate
     Borrowings) or to continue any such Floating Eurodollar Rate
     Borrowing, Fixed Rate Borrowing or Alternate Base Rate
     Borrowing as such; provided, however, that the Borrower's
     option to convert Borrowings into other types of Borrowings
     shall be limited to the portions of outstanding Borrowings
     which are not Designated Fixed Rate Borrowings.
     Notwithstanding the foregoing, however:

                         (i) no Borrowing may be continued as or
          converted into a Floating Eurodollar Rate Borrowing if
          a Default or an Event of Default has occurred and is
          continuing on the proposed date of such continuation or
          conversion;

                         (ii) each Fixed Rate Borrowing requested
          by the Borrower shall be effective only with respect to
          a designated calendar month (or, where clause (A) below
          is applicable, the remaining portion of such month) and
          shall be requested either (A) at the time the
          applicable Servicing Advance, Warehousing Advance,
          Warehousing Swing Line Advance, Working Capital Advance
          or Working Capital Swing Line Advance is made, if such
          Warehousing Advance, Warehousing Swing Line Advance,
          Working Capital Advance or Working Capital Swing Line
          Advance is to be made in whole or in part in the form
          of a Fixed Rate Borrowing, or (B) prior to the first
          day of the month for which such Fixed Rate Borrowing is
          to be effective, if a Borrowing of another type is to
          be converted to a Fixed Rate Borrowing.

                         (iii) no portion of the outstanding
          principal balance of any of a Lender's Notes may be
          funded as or converted to a Fixed Rate Borrowing
          without the prior consent of such Lender, which shall
          be confirmed to the Administrative Agent in writing by
          such Lender, if the Reserve-Adjusted Balances
          maintained by the Borrower at such Lender are
          substantially less than the aggregate amount of Fixed
          Rate Borrowings owed to such Lender, after giving
          effect to the making or conversion of such Advance; and

                         (iv)  Fixed Rate Borrowings shall not be
          available with respect to Discretionary Notes.

     The Borrower shall provide the Administrative Agent with
     telephonic notice of each proposed conversion by 11:00 a.m.
     (Minneapolis time) on the date of such conversion, in the
     case of conversion of Borrowings under the Servicing Notes
     and Working Capital Notes, and by 12:00 noon (Minneapolis
     time) on the date of such conversion, the case of conversion
     of Borrowings under the Warehousing Notes and Discretionary
     Notes.  Such notice shall set forth the proposed date
     therefor (which shall be a Business Day).  The Borrower
     shall promptly confirm any such proposed conversion by
     delivering to the Administrative Agent a duly completed and
     executed Confirmation.  By not later than 12:00 noon
     (Minneapolis time) on the date on which such notice is
     received by the Administrative Agent from the Borrower, in
     the case of conversion of Borrowings under the Servicing
     Notes and the Working Capital Notes, and by not later than
     1:00 p.m. (Minneapolis time) on such date, in the case of
     conversion of Borrowings under the Warehousing Notes and the
     Discretionary Notes, the Administrative Agent shall notify
     each affected Lender of the Borrowings of such Lender being
     converted and the types of Borrowings into which such
     Borrowings are being converted.

               (d)  Designated Fixed Rate Borrowings.
     Notwithstanding any other provision of this Agreement
     (including, without limitation, Sections 2.01(b), 2.02(c),
     2.03(c), 2.04(b) and 2.05(c)) to the contrary or any
     contrary designation or conversion made by the Borrower
     pursuant to Section 2.01(b), 2.02(c), 2.03(c), 2.04(b) or
     2.05(c), the Administrative Agent may, subject to and in
     accordance with its separate written agreement with the
     Borrower, notify any Lender other than First Bank, on or
     prior to the first day of any calendar month, that all or up
     to a specified amount of the outstanding principal balance
     of such Lender's Servicing Note, Warehousing Note and/or
     Working Capital Note shall bear interest for such month as
     provided in Section 2.05(a)(i).  The portion of the
     outstanding principal balance of such Lender's Servicing
     Note, Warehousing Note and/or Working Capital Note which is
     designated by the Administrative Agent to bear interest in
     accordance with the preceding sentence is referred to herein
     as a "Designated Fixed Rate Borrowing."  The Borrower shall
     pay interest monthly on each Designated Fixed Rate Borrowing
     to each affected Lender in accordance with Sections
     2.05(a)(i), 2.05(c) and 2.07.  In addition, the
     Administrative Agent shall pay to each such Lender monthly
     an amount (an "Earnings Credit") calculated by multiplying
     the weighted average daily aggregate principal amount of
     such Lender's Designated Fixed Rate Borrowings outstanding
     during such month by a rate per annum equal to the average
     daily Federal Funds Effective Rate for such month, computed
     on the basis of actual days elapsed and a year of 360 days.
     The parties hereto acknowledge that Earnings Credits payable
     by the Administrative Agent hereunder are attributable to
     Reserve-Adjusted Balances on deposit with the Administrative
     Agent in accounts which are not demand deposit accounts as
     such term is used in Regulation Q of the Board.

          2.06  Administrative Agent's and Collateral and
Managing Agent's Fees.  The Borrower shall pay to the
Administrative Agent and the Collateral and Managing Agent such
agent's fees and collateral monitoring fees as the Borrower may
agree upon in writing from time to time with the Administrative
Agent and the Collateral and Managing Agent, respectively.

          2.07  Payments and Computations.

               (a)  Payments.  All payments and prepayments by
     the Borrower of principal of and interest on each Note and
     all fees, expenses and other obligations under this
     Agreement payable to the Lenders shall be made in
     Immediately Available Funds to the Administrative Agent not
     later than

                         (i)  11:00 a.m. (Minneapolis time), in
          the case of principal, interest and fees in respect of
          the Servicing Notes, Servicing Advances, Working
          Capital Notes and Working Capital Advances,

                         (ii)  12:00 noon (Minneapolis time), in
          the case of principal, interest and fees in respect of
          the Warehousing Notes, Warehousing Advances,
          Discretionary Notes and Discretionary Advances,

                         (iii)  2:30 p.m. (Minneapolis time) in
          the case of principal, interest and fees in respect of
          Warehousing Swing Line Advances and Working Capital
          Swing Line Advances, and

                         (iv)  11:00 a.m. (Minneapolis time) in
          the case of expenses and other obligations payable
          under this Agreement,

     on the dates called for under this Agreement, at the main
     office of the Administrative Agent in Minneapolis.  Funds
     received after such hour shall be deemed to have been
     received by the Administrative Agent on the next Business
     Day.  The Borrower irrevocably authorizes the Administrative
     Agent to charge the Collateral Account or any other account
     of the Borrower maintained with the Administrative Agent in
     an amount equal to any such payment or prepayment of
     principal, interest, fees, expenses and other Obligations
     then due and payable by the Borrower to the Lenders or the
     Administrative Agent under this Agreement and the Notes, as
     the case may be.

               (b)  Computations.  Balances Deficiency Fees,
     facility fees and interest on each Note shall be computed on
     the basis of actual days elapsed and a year of 360 days.

          2.08  Setoff.  Whenever an Event of Default shall have
occurred and be continuing, the Borrower hereby irrevocably
authorizes each Lender to set off the Obligations owed to such
Lender against all deposits and credits of the Borrower with, and
any and all claims of the Borrower against, such Lender,
excluding deposits of the Borrower with such Lender which the
Borrower holds in escrow or in trust for the benefit of third
parties, whether or not the Obligations owed to such Lender, or
any part thereof, shall be then due.

          2.09  Increased Capital Requirements.  In the event
that, as a result of any Regulatory Change, compliance by any
Lender with any applicable law or governmental rule, requirement,
regulation, guideline or order (whether or not having the force
of law) regarding capital adequacy has the effect of reducing the
rate of return on such Lender's capital or on the capital of such
Lender's parent corporation as a consequence of the Commitments
or amounts outstanding under such Lender's Notes to a level below
that which such Lender or its parent would have achieved but for
such compliance, then from time to time the Borrower shall pay to
such Lender or its parent such additional amount or amounts as
will compensate such Lender or its parent for such reduction;
provided, however, that the Borrower shall not be obligated to
pay any such amount or amounts (a) unless such Lender shall have
first notified the Borrower in writing that it intends to seek
compensation from the Borrower pursuant to this sentence, and (b)
which are attributable to any period of time occurring prior to
the date which is one year prior to the date of receipt by the
Borrower of such notice.  A certificate as to the amount of any
such reduction (including calculations in reasonable detail
showing how such Lender computed such reduction and a statement
that such Lender has not allocated to the Commitments or amounts
outstanding under such Lender's Notes a proportionately greater
amount of such reduction than is attributable to each of its
other commitments to lend or to each of its other outstanding
credit extensions that are affected similarly by such compliance
by such Lender or its parent, whether or not such Lender
allocates any portion of such reduction to such other commitments
or credit extensions) shall be furnished promptly by such Lender
to the Borrower.

          2.10  Provisions Relating to Floating Eurodollar Rate
Borrowings, Fixed Rate Borrowings and Designated Fixed Rate
Borrowings.

               (a)  Interest Rate Not Ascertainable, Etc.  If, on
     the date for determining the Floating Reserve-Adjusted
     Eurodollar Rate in respect of any Floating Eurodollar Rate
     Borrowing, any Lender determines (which determination shall
     be conclusive and binding, absent manifest error) that:

                    (i)  deposits in dollars (in the applicable
          amount) are not being made available to such Lender in
          the relevant market, or

                    (ii)  the Floating Reserve-Adjusted
          Eurodollar Rate, as the case may be, will not
          adequately and  fairly reflect the cost to such Lender
          of funding,

     then such Lender shall notify the Administrative Agent, and
     the Administrative Agent shall forthwith give notice to the
     Borrower, of such determination, whereupon the obligation of
     such Lender to make or continue, or to convert any
     Borrowings to, Floating Eurodollar Rate Borrowings, as the
     case may be, shall be suspended until such Lender notifies
     the Administrative Agent, and the Administrative Agent
     notifies the Borrower, that the circumstances giving rise to
     such suspension no longer exist.  Outstanding Floating
     Eurodollar Rate Borrowings, as the case may be, owed to the
     Lender making such determination shall thereupon
     automatically be converted to Alternate Base Rate
     Borrowings.

               (b)  Increased Cost.  If, after the date hereof,
     any Regulatory Change or compliance with any request or
     directive (whether or not having the force of law) of any
     governmental authority, central bank or comparable agency:

                    (i)  shall subject any Lender to any tax,
          duty or other charge with respect to Floating
          Eurodollar Rate Borrowings or its obligation to make
          Floating Eurodollar Rate Borrowings or shall change the
          basis of taxation of payment to such Lender of the
          principal of or interest on Floating Eurodollar Rate
          Borrowings or any other amounts due under this
          Agreement in respect of Floating Eurodollar Rate
          Borrowings or its obligation to make Floating
          Eurodollar Rate Borrowings (except for changes in the
          rate of tax on the overall net income of such Lender
          imposed by the laws of the United States or any
          jurisdiction in which such Lender's principal office is
          located); or

                    (ii)  shall impose, modify or deem applicable
          any reserve, special deposit, capital requirement or
          similar requirement (including, without limitation, any
          such requirement imposed by the Board, but excluding
          any such requirement to the extent included in
          calculating the applicable Floating Reserve-Adjusted
          Eurodollar Rate, as the case may be) against assets of,
          deposits with or for the account of, or credit extended
          by, any Lender or shall impose on any Lender or on the
          United States market for certificates of deposit any
          other condition affecting Floating Eurodollar Rate
          Borrowings or its obligation to make Floating
          Eurodollar Rate Borrowings;

     and the result of any of the foregoing is to increase the
     cost to such Lender of making or maintaining any Floating
     Eurodollar Rate Borrowing, or to reduce the amount of any
     sum received or receivable by such Lender under this
     Agreement or under the Notes, then, within 30 days after
     demand by such Lender, the Borrower shall pay to such Lender
     such additional amount or amounts as will compensate such
     Lender for such increased cost or reduction.  Each Lender
     will promptly notify the Borrower of any event of which it
     has knowledge, occurring after the date of this Agreement,
     which will entitle such Lender to compensation pursuant to
     this Section 2.10;  provided, however, that the Borrower
     shall not be obligated to pay any such amount or amounts (i)
     unless such Lender shall have first notified the Borrower in
     writing that it intends to seek compensation from the
     Borrower pursuant to this sentence, and (ii) which are
     attributable to any period of time occurring prior to the
     date which is one year prior to the date of receipt by the
     Borrower of such notice.  A certificate of any Lender
     claiming compensation under this Section 2.10, setting forth
     the additional amount or amounts to be paid to it hereunder
     and stating in reasonable detail the basis for the charge
     and the method of computation, shall be conclusive in the
     absence of manifest error.  In determining such amount, such
     Lender may use any reasonable averaging and attribution
     methods.  Except as provided in the proviso clause of the
     second sentence of this Section 2.10(b), failure on the part
     of any Lender to demand compensation for any increased costs
     or reduction in amounts received or receivable with respect
     to any period shall not constitute a waiver of such Lender's
     rights to demand compensation for any increased costs or
     reduction in amounts received or receivable in any
     subsequent period.

               (c)  Illegality.  If, after the date of this
     Agreement, the adoption of or any change in any applicable
     law, rule or regulation, or any change in the interpretation
     or administration thereof by any governmental authority,
     central bank or comparable agency charged with the
     interpretation or administration thereof, or compliance by
     any Lender with any request or directive (whether or not
     having the force of law) of any such authority, central bank
     or comparable agency shall make it unlawful or impossible
     for such Lender to make, maintain or fund Fixed Rate
     Borrowings, Designated Fixed Rate Borrowings or Floating
     Eurodollar Rate Borrowings, such Lender shall notify the
     Borrower and the Administrative Agent, whereupon the
     obligation of such Lender to make Fixed Rate Borrowings,
     Designated Fixed Rate Borrowings or Floating Eurodollar Rate
     Borrowings shall be suspended until such Lender notifies the
     Borrower and the Administrative Agent that the circumstances
     giving rise to such suspension no longer exist.  If any
     Lender determines that it may not lawfully continue to
     maintain any Fixed Rate Borrowings, Designated Fixed Rate
     Borrowings or Floating Eurodollar Rate Borrowings all of the
     affected Advances shall be automatically converted to
     Alternate Base Rate Borrowings as of the date of such
     Lender's notice.

          SECTION 3.  REPRESENTATIONS AND WARRANTIES.  In order
to induce the Lenders to enter into this Agreement and to make
Advances hereunder, the Borrower hereby makes the following
representations and warranties to the Lenders:

          3.01  Formation, Powers, Good Standing and
Subsidiaries.

               (a)  Formation and Powers.  The Borrower is a
     limited partnership duly organized, validly existing and in
     good standing under the laws of the State of Delaware and
     has all requisite partnership power and authority to own and
     operate its properties, to carry on its business in all
     material respects as now conducted and proposed to be
     conducted, to enter into each Loan Document to which it is
     or will be a party and to carry out the transactions
     contemplated hereby and thereby.  Each Subsidiary of the
     Borrower has been duly organized and is validly existing and
     in good standing under the laws of the jurisdiction of its
     incorporation or formation, as the case may be, and has all
     requisite corporate power and authority or partnership power
     and authority, as the case may be, to own and operate its
     properties and to carry on its business in all material
     respects as now conducted and proposed to be conducted.

               (b)  Good Standing.  The Borrower and each of its
     Subsidiaries is in good standing wherever necessary to carry
     on its business and operations, except in jurisdictions in
     which the failure to be in good standing would not
     permanently preclude it from enforcing its rights with
     respect to any material asset or expose it to any material
     liability.

               (c)  Subsidiaries, Joint Ventures and
     Partnerships.  As of the Effective Date, except as described
     on Schedule 3.01(c), the Borrower has no Subsidiaries and is
     not a partner in any partnership or a participant in any
     joint venture.

          3.02  Authorization; No Conflict; Governmental
Consents; Binding Effect.

               (a)  Authorization of Borrowing.  The execution,
     delivery and performance by the Borrower of each Loan
     Document to which it is or will become a party and the
     issuance, delivery and payment of the Notes have been duly
     authorized by all necessary partnership action of the
     Borrower.

               (b)  No Conflict.  The execution, delivery and
     performance by the Borrower of each Loan Document to which
     it is or will be a party and the issuance, delivery and
     payment of the Notes do not and will not (i) violate any
     provision of law applicable to it, its partnership agreement
     or certificate of limited partnership or any order, judgment
     or decree of any court or other agency of government binding
     on it, (ii) conflict with, result in a breach of or
     constitute (with due notice or lapse of time or both) a
     default under any of its contractual obligations, (iii)
     result in or require the creation or imposition of any Lien,
     charge or encumbrance of any nature whatsoever upon any of
     its properties or assets except the Liens granted to the
     Collateral and Managing Agent under the Warehousing and
     Discretionary Security Agreement and to the Administrative
     Agent under the Servicing and Working Capital Security
     Agreement, or (iv) require any approval of partners or any
     approval or consent of any Person not previously obtained
     under any of its contractual obligations, other than the
     approval of Investors represented by Acknowledgement
     Agreements.

               (c)  Governmental and Other Consents.  The
     execution, delivery and performance by the Borrower of each
     Loan Document to which it is or will be a party and the
     issuance, delivery and payment of the Notes by the Borrower
     do not and will not require any registration with, consent
     or approval of, or notice to, or other action to, with or
     by, any Federal, state or other governmental authority or
     regulatory body or other Person, other than the approval of
     Investors represented by Acknowledgement Agreements.

               (d)  Binding Obligations.  Each of the Loan
     Documents to which it is or will be a party is or will be,
     as the case may be, the legally valid and binding obligation
     of the Borrower, enforceable against it in accordance with
     its terms, except as enforcement may be limited by
     bankruptcy, insolvency, reorganization, moratorium or
     similar laws or equitable principles relating to or limiting
     creditors' rights generally.

          3.03  Financial Condition.  The Borrower has heretofore
delivered to the Lenders its audited balance sheet as at December
31, 1995 and its unaudited balance sheet as at March 31, 1996,
together with, in each case, the related
statements of income, partners' equity and cash flow for the
periods then ended.  Such financial statements have been prepared
in accordance with GAAP and fairly present the financial
condition of the Borrower and its Subsidiaries as at the dates
indicated and the results of their operations and cash flow for
the periods indicated.  As of the date of this Agreement, neither
the Borrower nor any of its Subsidiaries has any material
contingent obligation, contingent liability or liability for
taxes, long-term lease or unusual forward or long-term
commitment, which is not reflected in the foregoing financial
statements or in the notes thereto.  No material adverse change
in, or development likely to have a material adverse effect on,
the business, operations, prospects, assets or condition
(financial or otherwise) of the Borrower has occurred since March
31, 1996, and no occurrence or event which is likely to have a
material adverse effect on the rights and remedies of the
Administrative Agent, the Collateral and Managing Agent or the
Lenders or the ability of the Borrower to perform its obligations
to the Agents and the Lenders under the Loan Documents has
occurred since March 31, 1996.

          3.04  Title to Property; Liens.  The Borrower and each
of its Subsidiaries has good, sufficient and legal title to all
the properties and assets reflected in the balance sheet dated as
at March 31, 1996 referred to in Section 3.03 and all assets held
by the Borrower and each of its Subsidiaries the date of this
Agreement but acquired subsequent to the date of such balance
sheet.  The Borrower and each of its Subsidiaries have good,
sufficient and legal title to all of the assets and properties
reflected in such balance sheet.  All such properties and assets
are free and clear of Liens, except as permitted hereunder.  The
grant of security interests pursuant to the Warehousing and
Discretionary Security Agreement and the Servicing and Working
Capital Security Agreement create valid security interests in the
property subject thereto and the Liens on the Collateral created
by the Warehousing and Discretionary Security Agreement and the
Servicing and Working Capital Security Agreement will be  first
priority Liens thereon, subject, with respect to each Servicing
Contract, to the interests of the other parties to such Servicing
Contract, free and clear of any other Liens except as permitted
hereunder.

          3.05  Litigation; Adverse Facts.  Except as set forth
in Schedule 3.05, there is no action, suit, proceeding or
arbitration at law or in equity or before or by any Federal,
state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign,
pending or, to the knowledge of the Borrower or any of its
Subsidiaries, threatened against or affecting the Borrower or any
of its Subsidiaries, or any of their respective properties, and
which, if determined adversely to the Borrower or such
Subsidiary, as the case may be, would constitute a Material
Adverse Event, and none of the matters listed on such schedule
would, if decided in a manner adverse to it, result in any
material adverse change in its business, operations, properties,
assets or condition (financial or otherwise) or would materially
adversely affect its ability to perform its obligations under
each Loan Document to which it is or will be a party, and there
is no basis known to it for any action, suit or proceeding which
would have such an effect.  Neither the Borrower nor any of its
Subsidiaries of the Borrower is (i) in violation of any
applicable law if such violation materially adversely affects or
may materially adversely affect its business, operations,
properties, assets or condition (financial or otherwise) or (ii)
subject to any final judgment, writ, injunction, decree, rule or
regulation of any court or Federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which could have a material
adverse effect on its business, operations, properties, assets or
condition (financial or otherwise).  There is no action, suit,
proceeding or investigation pending or, to the knowledge of the
Borrower or any of its Subsidiaries, threatened against or
affecting the Borrower or any of its Subsidiaries which questions
the validity or the enforceability of any Loan Document.

          3.06  Other Agreements; Performance.

               (a)  Agreements.  Neither the Borrower nor any of
     its Subsidiaries is a party to or subject to any contractual
     obligation or charter or other internal restriction
     materially adversely affecting its business, properties,
     assets, operations or condition (financial or otherwise).

               (b)  Performance.  Neither the Borrower nor any of
     its Subsidiaries is in default in the performance,
     observance or fulfillment of any of the obligations,
     covenants or conditions contained in any of its contractual
     obligations, and no condition exists which, with the giving
     of notice or the lapse of time or both, would constitute
     such a default, except where the consequences, direct or
     indirect, of such default or defaults, if any, would not
     have a material adverse effect on its business, properties,
     assets, operations or condition (financial or otherwise).
     To the best knowledge of the Borrower and its Subsidiaries,
     the other parties to any of its contractual obligations are
     not in default thereunder, except where the consequences,
     direct or indirect, of such default or defaults, if any,
     would not have a material adverse effect on its business,
     properties, assets, operations or condition (financial or
     otherwise).

          3.07  Use of Proceeds.  All proceeds of Servicing
Advances will be used only in accordance with Section 2.01(e),
all proceeds of Warehousing Advances and Warehousing Swing Line
Advances will be used only in accordance with Section 2.02(h),
all proceeds of Working Capital Advances will be used only in
accordance with Section 2.03(h) and all proceeds of Discretionary
Advances will be used only in accordance with Section 2.04(e).
No part of the proceeds of any Servicing Advance, any Warehousing
Advance, any Warehousing Swing Line Advance, any Working Capital
Advance, any Working Capital Swing Line Advance or any
Discretionary Advance will be used by the Borrower to purchase or
carry any margin stock (as such term is defined in Regulation U
of the Board) or to extend credit to any other Person for the
purpose of purchasing or carrying any margin stock.

          3.08  Taxes.  The Borrower and each of its Subsidiaries
has filed all tax returns required to be filed by it, and has
paid all taxes and assessments payable by it which have become
due, other than those not yet delinquent and except for those
contested in good faith by appropriate proceedings for which
adequate reserves in conformity with GAAP have been provided; no
material tax Liens have been filed; and, to the knowledge of the
Borrower and its Subsidiaries, no material claims or assessments
are being asserted or will be asserted with respect to any such
taxes or other charges.

          3.09  ERISA.  With respect to all Plans maintained at
any time by the Borrower or an ERISA Affiliate:

          (a)  each Plan complies and will comply with all
     material applicable requirements of ERISA and of the Code
     and with all material applicable rulings and regulations
     issued under the provisions of ERISA and the Code setting
     forth those requirements,

          (b)  no reportable event (as defined in Section
     4043(b), subdivision (5), (6) or (9) of ERISA) (a
     "Reportable Event") has occurred or will occur with respect
     to any Plan,

          (c)  neither the Borrower nor any of its Subsidiaries
     has engaged or will engage in any Prohibited Transaction
     which (i) has not been corrected within the correction
     period applicable to it under Section 502(i) of ERISA or
     Section 4975(b) of the Code or (ii) for which an exemption
     is not applicable or has not been obtained under Section 408
     of ERISA or Section 4975 of the Code,

          (d)  the Borrower and its Subsidiaries have satisfied
     and will satisfy all of the funding standards applicable to
     such Plans, and

          (e)  no event or condition which would permit the
     institution of proceedings to terminate any Plan under
     Section 4042 of ERISA, exists or will exist.

          3.10  Governmental Regulation.  Neither the Borrower
nor any of its Subsidiaries is subject to regulation under the
Public Utility Holding Borrower Act of 1935, the Federal Power
Act, the Interstate Commerce Act or the Investment Borrower Act
of 1940 or to any Federal or state statute or regulation limiting
its ability to incur Indebtedness for money borrowed.

          3.11  Indebtedness.  As of the date of this Agreement,
neither the Borrower nor any of its Subsidiaries has any
Indebtedness outstanding except the Indebtedness permitted
pursuant to Section 4.08 and obligations under the Loan
Documents; none of such Indebtedness is in default.

          3.12  No Material Adverse Event.  Since the date of the
latest unaudited financial statements referred to in
Section 3.03, none of the business, operation, properties or
assets of the Borrower or any of its Subsidiaries have been
affected in any material adverse way as the result of any
Material Adverse Event, including, without limitation, fire,
explosion, accident, act of God, strike, lockout, flood, drought,
storm, earthquake, or combination of workmen or other labor
disturbance, riot, activity of armed forces or of the public
enemy, embargo or nationalization, condemnation, requisition or
taking of property, or cancellation or modification of contracts,
by any domestic or foreign government or any instrumentality or
agency thereof.

          3.13  Licenses and Permits.  The Borrower has all
federal, state and local licenses and permits required to be
maintained in connection with and material to the operation of
its businesses the failure to obtain which will result in a
material adverse effect on the business of the Borrower taken as
a whole, and all such licenses and permits are and, after the
closing of the transactions contemplated by the Loan Documents
will continue to be, valid and fully effective.

          3.14  Guarantees.  Except as set forth on Schedule
3.14, the Borrower has not made, and is not liable in respect of,
any Guarantee.

          3.15  GNMA, FHA, VA, FNMA and FHLMC Eligibility of the
Borrower.  The Borrower is (a) an FHA-approved, non-supervised
mortgagee in good standing and an eligible lender under the VA
loan guaranty program, meeting all requirements of law and
governmental regulation so as to be eligible to originate,
purchase, hold and service FHA-insured Mortgage Loans, VA-
guaranteed Mortgage Loans and conventional Mortgage Loans and to
issue Mortgage-backed Securities guaranteed by GNMA; (b) an
approved seller/servicer of Mortgage Loans to FNMA and to FHLMC
in the FHLMC regions in which it operates, meeting all applicable
FNMA and FHLMC regulations so as to be able to service Mortgage
Loans for FNMA and FHLMC; and (c) a FNMA, FHLMC and GNMA-approved
servicer of Mortgage-backed Securities, meeting all applicable
regulations of FNMA, FHLMC and GNMA so as to be able to service
the Mortgage Loans that secure Mortgage-backed Securities.

          3.16  Accuracy and Completeness of Information.  No
representation or warranty of the Borrower contained in this
Agreement or the other Loan Documents contains any untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein or
therein not materially misleading.  There is no fact known to the
Borrower or any of its Subsidiaries (other than matters of
general public knowledge) which materially adversely affects its
business, operations, property, assets or condition (financial or
otherwise) which has not been disclosed herein or in such other
documents, certificates and statements furnished to the Lenders
for use in connection with the transactions contemplated hereby.

          SECTION 4.  COVENANTS OF THE COMPANY.  So long as any
Commitment is in effect and thereafter so long as any Obligation
shall remain unpaid or unperformed, the Borrower covenants that,
unless the Required Lenders shall otherwise consent in writing,
it will perform all the covenants set forth in this Section 4;
provided, however, that the written consent of

               (a)  the Required Servicing Lenders, in the case
     of a departure from the provisions of Section 4.01(d)(ii),
     401(f) or 4.18, and

               (b)  the Required Warehousing Lenders, in the case
     of a departure from the provisions of Section 4.01(e),

shall be required, rather than that of the Required Lenders.

          4.01  Financial Statements and Other Reports.  The
Borrower will maintain a system of accounting established and
administered in accordance with sound business practices such as
to permit the preparation of financial statements in accordance
with GAAP and furnish or cause to be furnished to each Lender:

               (a)  as soon as available and in any event within
     45 days after the end of each calendar month, a copy of the
     unaudited consolidated financial statements of the Borrower
     as at the end of such month, consisting of at least a
     balance sheet and the related statements of income,
     partners' equity and cash flow of the Borrower for such
     month and from the beginning of the then current fiscal year
     of the Borrower to the end of such month, all in reasonable
     detail, and certified by the chief financial officer of the
     Borrower as being complete and correct and fairly presenting
     the Borrower's consolidated financial condition, subject to
     changes resulting from normal year-end adjustments;

               (b)  as soon as available and in any event within
     90 days after the end of each fiscal year, consolidated and
     consolidating financial statements of the Borrower and its
     Subsidiaries, consisting of at least a balance sheet as at
     the end of such fiscal year and the related statements of
     income, partners' equity and cash flow for such fiscal year,
     setting forth in each case in comparative form for the
     previous fiscal year, all in reasonable detail, accompanied
     by a report thereon of the accounting firm of Arthur
     Andersen & Co. or other independent certified public
     accountants selected by the Borrower and reasonably
     satisfactory to the Administrative Agent, which report shall
     be unqualified as to scope of the audit or nonconformity
     with GAAP, shall not contain a going-concern qualification
     and shall state that such consolidated financial statements
     present fairly the consolidated cash flow of the Borrower
     and its Subsidiaries as at the date indicated and the
     results of their operations and the changes in their
     consolidated financial condition for the periods indicated,
     in conformity with GAAP applied on a basis consistent with
     prior fiscal years (except as otherwise required by GAAP and
     stated therein), and that the examination of such
     accountants in connection with such consolidated financial
     statements has been made in accordance with generally
     accepted auditing standards; and, as soon as available, any
     management letters to the Borrower or its partners furnished
     by such accounting firm in connection with its audit of the
     Borrower's consolidated financial statements;

               (c)  as soon as available and in any event within
     45 days after the end of each calendar month, a properly
     completed and executed Compliance Certificate as of the end
     of such month;

               (d)  as soon as available and in any event within
     30 days after the end of each calendar month, each of the
     following:

                    (i)  a properly completed and executed
          Borrowing Base Certificate as of the end of such month;

                    (ii)  a servicing/delinquency report showing
          with respect to the Servicing Portfolio:  the number of
          Mortgage Notes (including Mortgage Notes subject to
          Mortgage-backed Securities) included therein, the total
          outstanding principal amount thereof, Investor type,
          geographic concentration, weighted average coupon,
          delinquency status and number of loans in foreclosure;
          and

                    (iii)  such additional information concerning
          the Servicing Portfolio and such selective detail by
          segments and categories thereof as may from time to
          time be reasonably requested by any Lender.

               (e) as soon as available and in any event on the
     first Business Day of each calendar week, an
     Inventory/Pipeline Report prepared as of the last day of the
     preceding calendar week, provided, that such
     Inventory/Pipeline Report need be provided to Lenders other
     than the Administrative Agent and the Collateral and
     Management Agent only for the last calendar week in a
     calendar month;

               (f)  (i) prior to the Effective Date, a
     Satisfactory Appraisal prepared as of June 30, 1996, (ii)
     within 30 days after each September 30, December 31, March
     31 and June 30 occurring thereafter, a Satisfactory
     Appraisal prepared as of such date (iii) prior to the date
     on which any Servicing Advances are to be made, a
     Satisfactory Appraisal with respect to the portion of the
     Qualified Servicing Portfolio which is to be purchased with
     the proceeds of such installments, prepared as of a date
     satisfactory to the Administrative Agent, and (iv) within 30
     days after receipt of the Administrative Agent's written
     request therefor, a Satisfactory Appraisal prepared as of a
     date specified in such request;

               (g)  as soon as available and in any event not
     later than each date on which the same is to be filed with
     FNMA, a copy of its Mortgage Banker's Financial Reporting
     Form;

               (h)  within five Business Days after their
     occurrence, notice of each of the following events:

                    (i)  the commencement of any action, suit,
          proceeding or arbitration against the Borrower or any
          of its Subsidiaries, or any material development in any
          action, suit, proceeding or arbitration pending or
          threatened against the Borrower or any of its
          Subsidiaries, (A) in which the aggregate uninsured
          amount claimed is more than $500,000, (B) which would,
          if decided in a manner adverse to the Borrower or any
          of its Subsidiaries, constitute a Material Adverse
          Event or (C) which relates to this Agreement or any
          document executed pursuant hereto or any transaction
          financed or to be financed in whole or in part directly
          or indirectly with the proceeds of the loans made
          pursuant hereto;

                    (ii)  any Default or Event of Default;

                    (iii)  any notice from FNMA, FHLMC, GNMA, HUD
          or the VA that such Person intends to terminate, revoke
          or transfer, for cause, any Servicing Contract or
          Servicing Rights owned by the Borrower or restrict or
          limit the rights of the Borrower thereunder in any
          material respect, or that it will cease purchasing
          Mortgage Loans from the Borrower or that it will cease
          permitting the Borrower to service Mortgage Loans owned
          or guaranteed by it or, in the case of HUD or the VA,
          that it has revoked the Borrower's status as an
          approved mortgagee or lender in good standing eligible
          to participate in any FHA insurance or VA guaranty
          program; and

                    (iv)  notice of any other Material Adverse
          Event, including any material adverse development which
          occurs in any litigation, arbitration or governmental
          investigation or proceeding previously disclosed by the
          Borrower to the Lenders;

               (i)  promptly upon their becoming available,
     copies of all audit reports prepared for FNMA, GNMA and
     FHLMC with respect to the Borrower;

               (j) not later than 45 days after the beginning of
     each fiscal year, all annual budgets, forecasts and pro-
     forma cash flow projections adopted by the Borrower for such
     fiscal year;

               (k)  as soon as available and in any event within
     45 days after the end of each calendar month, a copy of the
     unaudited consolidated financial statements of Harbourton
     Financial and its Subsidiaries as at the end of such month,
     consisting of at least a balance sheet and the related
     statements of income, partners' equity and cash flow of
     Harbourton Financial and its Subsidiaries for such month and
     from the beginning of the then current fiscal year of
     Harbourton Financial to the end of such month, all in
     reasonable detail, and certified by the chief financial
     officer or other authorized officer of Harbourton Financial
     as being complete and correct and fairly presenting
     Harbourton Financial's consolidated financial condition,
     subject to changes resulting from normal year-end
     adjustments;

               (l)  as soon as available and in any event within
     90 days after the end of each fiscal year, consolidated and
     consolidating financial statements of Harbourton Financial
     and its Subsidiaries, consisting of at least a balance sheet
     as at the end of such fiscal year and the related statements
     of income, partners' equity and cash flow for such fiscal
     year, setting forth in each case in comparative form the
     figures for the previous fiscal year, all in reasonable
     detail, accompanied by a report thereon of the accounting
     firm of Arthur Andersen & Co. or other independent certified
     public accountants selected by Harbourton Financial and
     reasonably satisfactory to the Administrative Agent, with
     respect to any subsequent fiscal year, which report shall be
     unqualified as to scope of the audit or nonconformity with
     GAAP, shall not contain a going-concern qualification and
     shall state that such consolidated financial statements
     present fairly the consolidated cash flow of Harbourton
     Financial and its Subsidiaries as at the date indicated and
     the results of their operations and the changes in their
     consolidated financial condition for the periods indicated,
     in conformity with GAAP applied on a basis consistent with
     prior fiscal years (except as otherwise required by GAAP and
     stated therein), and that the examination of such
     accountants in connection with such consolidated financial
     statements has been made in accordance with generally
     accepted auditing standards, accompanied by any management
     letters to Harbourton Financial or its board of directors
     furnished by such accounting firm in connection with its
     audit of Harbourton Financial's consolidated financial
     statements;

               (m)  as soon as available and in any event within
     45 days after the end of each fiscal quarter, a copy of the
     Form 10-Q prepared for Harbourton Financial for such fiscal
     quarter;

               (n)  as soon as available and in any event within
     90 days after the end of each fiscal year, a copy of Form 10-
     K prepared for Harbourton Financial for such fiscal year;
     and

               (o)  from time to time, such other information
     regarding the business, operations, affairs and financial
     condition of the Borrower, its Subsidiaries and the
     Guarantors as any Lender may reasonably request.

          4.02  Existence.  The Borrower will, and will cause
each of its Subsidiaries to, maintain (a) its partnership
existence or corporate existence, as the case may be, under the
laws of the jurisdiction of its formation or incorporation and
(b) its good standing and its right to carry on its business and
operations in the jurisdiction of its formation or incorporation
and in each other jurisdiction in which the character of the
properties owned or leased by it or the business conducted by it
makes such qualification necessary and the failure to be in good
standing would permanently preclude the Borrower from enforcing
its rights with respect to any material assets or expose the
Borrower to any material liability.

          4.03  Compliance with Laws, Taxes, etc.  The Borrower
will, and will cause each of its Subsidiaries to, comply with all
applicable laws, rules, regulations and orders (including without
limitation Regulations G, T, U and X of the Board), the failure
to be in compliance with which would have a materially adverse
effect on the consolidated financial condition of the Borrower,
such compliance to include, without limitation, paying before the
same become delinquent all taxes, assessments and governmental
charges imposed upon it or upon its property except to the extent
contested in good faith by appropriate proceedings and for which
any reserves required by GAAP have been established.  In the
event the Borrower fails, or fails to cause any of its
Subsidiaries, to satisfy its obligations under this Section 4.03,
as to taxes, assessments and governmental charges, the Lenders
may but are not obligated to satisfy such obligations in whole or
in part and any payments made and expenses incurred in doing so
shall constitute Obligations and shall be paid or reimbursed by
the Borrower.

          4.04  ERISA.  The Borrower will, and will cause each of
its Subsidiaries to, at all times maintain each of its Plans in
compliance with all material applicable rulings and regulations
issued under the provisions of ERISA and the Code.

          4.05  Assets and Insurance.  The Borrower will, and
will cause each of its Subsidiaries to, maintain or require to be
maintained in full force and effect (a) an adequate errors and
omissions insurance policy, (b) such other insurance coverage by
financially sound and respectable insurers, on all properties of
a character usually insured by organizations engaged in the same
or similar business (including, without limitation, all real
property covered by Mortgages to the extent normally required by
prudent mortgagees) against loss or damage of a kind customarily
insured against by such organizations, (c) adequate public
liability insurance against tort claims which may be asserted
against the Borrower, and (d) a mortgage bankers blanket bond
insurance policy in an amount customarily maintained by
organizations engaged in the same or similar business and under
similar circumstances as the Borrower.

          4.06  Inspection, Visitation, etc.  The Borrower will,
and will cause each of its Subsidiaries to, permit any Person
designated by any Lender in writing, at such Lender's expense,
upon reasonable notice to visit and inspect any of the
properties, corporate books and financial records of the Borrower
and discuss its affairs and finances with the principal officers
of the Borrower and their independent public accountants, all at
such times during normal business hours as any Lender shall
reasonably request.

          4.07  Further Assurances.  The Borrower will, and will
cause each of its Subsidiaries to, take all such further actions
and execute all such further documents and instruments as the
Administrative Agent or the Collateral and Managing Agent may at
any time reasonably determine in its sole discretion to be
necessary or advisable to further carry out and consummate the
transactions contemplated by the Loan Documents and to perfect or
protect the Liens of the Administrative Agent and the Collateral
and Managing Agent granted under any Loan Document.

          4.08  Indebtedness.  The Borrower will not, and will
not permit any of its Subsidiaries to, directly or indirectly,
create, incur, assume, guarantee, or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness,
except:

               (a)  the Obligations;

               (b)  current obligations incurred in the ordinary
     course of business and not overdue (unless the same are
     being contested in good faith and by appropriate proceedings
     and adequate reserves are maintained therefor in accordance
     with GAAP);

               (c)  the Permitted Subdebt;

               (d)  Guaranties permitted under Section 4.11;

               (e)  Indebtedness secured by Liens permitted under
Section 4.09;

               (f)       Indebtedness existing on the Effective
Date as described in     Schedule 4.08;

               (g)  Indebtedness incurred to finance the
     acquisition of fixed or capital assets (whether pursuant to
     a loan, a Capital Lease or otherwise) in an aggregate
     principal amount outstanding not to exceed $500,000 at any
     time:

               (h)  Indebtedness provided by PWRES to the
     Borrower for the purpose of (a) originating or acquiring
     Mortgage Loans (i) to be simultaneously sold to PWRES or
     (ii) to be held not more than five (5) Business Days by the
     Borrower before being sold to HTP Financial or PWRES, which
     Mortgage Loans are in either case financed by PWRES under
     the PWRES Financing Agreements or (b) financing principal
     and interest, or taxes, insurance and expense advances under
     the PWRES Financing Agreements; provided that in each case
     such Indebtedness shall be subject to the terms of the
     intercreditor agreement in form and substance substantially
     similar to the agreement between PWRES and the Borrower's
     lenders under the Existing Warehouse Credit Agreement;

               (i)  Indebtedness arising under short-term
     arbitrage lines of credit with any of the Lenders, each
     borrowing under which is secured solely by certificates of
     deposit issued by such Lender thereunder, A-1/P-1 commercial
     paper and/or marketable direct obligations issued or
     guaranteed by the United States government or any agency
     thereof and backed by the full faith and credit of the
     United States, in each case substantially matching such
     borrowings in dollar amount and maturity;

               (j)  any Indebtedness which has been reclassified
     as Indebtedness, which, at the time of the creation of such
     Indebtedness, had been reasonably classified in accordance
     with GAAP as a sale or transfer of defaulted FHA or VA
     Mortgage Loans on a servicing retained basis to any other
     Person;

               (k)  Indebtedness consisting of the portion of the
     purchase price of mortgage Servicing Rights purchased by the
     Borrower that is deferred in order to secure the
     indemnification obligations of the seller of such servicing
     rights;

               (l)  Indebtedness consisting of reserves for
     foreclosure losses incurred in the ordinary course of
     business and other reserves established in accordance with
     GAAP in the ordinary course of business; and

               (m)  renewals, extensions, replacements,
     refinancings or refundings or any of the foregoing.

          4.09  Liens.  The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly,
create, incur, assume or permit to exist, any Lien with respect
to the Collateral or any other property now owned or hereafter
acquired by the Company, or any income or profits therefrom,
except:

               (a)  the security interests granted to the
     Administrative Agent under the Loan Documents;

               (b)  Liens (other than Liens with respect to the
     Collateral) existing on the Effective Date as described in
     Schedule 4.09;

               (c)  Liens in connection with deposits or pledges
     to secure payment of workers' compensation, unemployment
     insurance, old age pensions or other social security
     obligations, in the ordinary course of business of the
     Borrower and its Subsidiaries;

               (d)  Liens for taxes, fees, assessments and
     governmental charges not delinquent or which are being
     contested in good faith by appropriate proceedings;
     provided, however, that the Borrower shall have set aside on
     its books and shall maintain adequate reserves for the
     payment of same in conformity with GAAP;

               (e)  encumbrances consisting of zoning
     regulations, easements, rights of way, survey exceptions and
     other similar restrictions on the use of real property and
     minor irregularities in titles thereto which do not
     materially impair their use in the operation of its
     business;

               (f)  Liens on Mortgage Loans delivered to a
     custodian for a pool of Mortgage Loans being formed but for
     which a Mortgage-backed Security has not been issued, any
     said Lien being for the sole benefit of the Investor which
     has agreed to purchase such Mortgage-backed Security;

               (g)  Liens, deposits or pledges made to secure
     statutory obligations, surety or appeal bonds, or bonds for
     the release of attachments or for stay of execution, or to
     secure the performance of bids, tenders, contracts (other
     than for the payment of borrowed money), leases or for
     purposes of like general nature in the ordinary course of
     the Borrower's business; and

               (h)  purchase money Liens on tangible personal
     property in the nature of office equipment and other
     equipment utilized in the normal operation of the Borrower's
     business which Liens secure Indebtedness incurred to
     purchase such property.

               (i)  Liens of the types permitted by Section
4.01(h) securing Indebtedness permitted by Section 4.08(h).

          4.10  Investments.  The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, make
or own any Investment in any Person, except:

               (a)  Investments in (i) marketable direct
     obligations issued or unconditionally guaranteed by the
     United States Government or issued by any agency thereof and
     backed by the full faith and credit of the United States, in
     each case maturing within one year from the date of
     acquisition thereof, (ii) marketable direct obligations
     issued by any state of the United States of America or any
     political subdivision of any such state or any public
     instrumentality thereof maturing within one year from the
     date of acquisition thereof and, at the time of acquisition,
     having the highest rating obtainable from either Standard &
     Poor's Corporation or Moody's Investors Service, Inc., (iii)
     commercial paper maturing no more than 270 days from the
     date of creation thereof and, at the time of acquisition,
     having the highest rating obtainable from either Standard &
     Poor's Corporation or Moody's Investors Service, Inc., and
     (iv) time deposits maturing within one (1) year from the
     date of creation thereof with, including certificates of
     deposit issued by, any office located in the United States
     of any bank or trust company that is organized under the
     laws of the United States or any state thereof and whose
     certificates of deposit are rated P-1 or better by Moody's
     or A-1 or better by S&P;

               (b)  the Servicing Portfolio;

               (c)  Mortgage Loans and Mortgage-backed
     Securities;

               (d)  Foreclosure Payment Receivables, P&I Payment
     Receivables and T&I Payment Receivables;

               (e)  real estate acquired by foreclosure and held
     by the Borrower for not more than one year unless the
     Borrower shall be diligently attempting to dispose of such
     real estate for a price not exceeding its fair market value;

               (f)  Investments required by FNMA, FHLMC or GNMA
     in order to obtain or maintain qualification of the Borrower
     as an approved seller or servicer of Mortgage Loans or
     Mortgage pools;

               (g)  (i) the Borrower's Investment in HTP
     Financial as of the date of this Agreement, (ii) Investments
     related to the acquisition of mortgage banking operations in
     the ordinary course of business, and (iii) other Investments
     in Subsidiaries, Affiliates (including HTP Financial) or
     entities to be formed to engage in mortgage banking-related
     businesses, provided that the aggregate amount of such other
     Investments permitted under this clause (g)(iii) shall not
     at any time exceed 10% of the Borrower's Net Worth;

               (h)  short-term loans or advances to any current
     or former officers of the Borrower, for the purpose of
     assisting such officers in the payment of relocation
     expenses or car loans, in an aggregate principal amount
     outstanding at any time not to exceed $1,000,000;

               (i)  investments made in the ordinary course of
     business for the purpose of implementing the Hedging
     Program; and

               (j)  other investments made in the ordinary course
     of the Borrower's business, in an aggregate principal amount
     outstanding at any time not to exceed $1,000,000.

          4.11  Guarantees.  The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, create
or become or be liable with respect to any Guarantee, except:

               (a)  commitments issued by the Borrower in the
     ordinary course of business pursuant to which the Borrower
     commits to purchase Mortgage Loans to be held in its
     portfolio or to be used in the formation of Mortgage-backed
     Securities or to be sold in the secondary market;

               (b)  agreements to repurchase Mortgage Loans
     incidental to sales thereof in the ordinary course of
     business; and

               (c)  commitments by the Borrower incidental to its
     Servicing Contracts in the ordinary course of business.

          4.12  Restriction on Fundamental Changes.  The Borrower
will not, and will not permit any of its Subsidiaries to, engage
in any business activities or operations substantially different
from or unrelated to those in which it is engaged on the
Effective Date, enter into any transaction of merger or
consolidation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease,
transfer or otherwise dispose of, in one transaction or a series
of transactions, all or substantially all of its business or
property, whether now owned or hereafter acquired, or acquire by
purchase or otherwise all or substantially all the business or
property of, or stock or other evidence of beneficial ownership
of, any Person, or acquire, purchase, redeem or retire any shares
of its capital stock now or hereafter outstanding for value,
except:

               (a)  the Borrower may sell or otherwise dispose of
     Mortgage Loans, Mortgage-backed Securities, Servicing Rights
     and Take-out Commitments in the ordinary course of business
     (provided that no Default or Event of Default exists or will
     exist after giving effect to such sale or disposition);

               (b)  the Borrower may sell or otherwise dispose of
     obsolete or worn out property in the ordinary course of
     business;

               (c)  the Borrower may sell or otherwise dispose of
     property, other than Mortgage Loans, Mortgage-backed
     Securities and Servicing Rights and Take-Out Commitments, in
     the ordinary course of business, for not less than its fair
     market value; and

               (d)  the Borrower may be consolidated with or
     merged with any of its Subsidiaries provided that:

                         (i)  in any such merger or consolidation
          the Borrower shall be the surviving or resulting
          corporation,

                         (ii)  such merger or consolidation shall
          not result in a Material Adverse Effect,

                         (iii)  immediately after the
          effectiveness of such merger or consolidation there
          shall not have occurred and be continuing a Default or
          an Event of Default; and

                         (iv)  the Borrower shall reaffirm in
          writing all of its Obligations hereunder and under the
          other Loan Documents.

          4.13  Restricted Payments.  The Borrower will not make
any Restricted Payments; provided, however, that the Borrower
may, if no Default or Event of Default shall have occurred and be
continuing immediately prior to such payment, or would exist
immediately after such payment, (a) pay to its partners on the
Closing Date a distribution in an aggregate amount not to exceed
$20,000,000, (b) pay to its partners with respect to any taxable
year an amount sufficient to pay income taxes payable by its
partners (or the ultimate parent entities of such partners) on a
consolidated basis which are attributable to taxable income
derived from the Borrower for such taxable year, which is agreed
to be equal to 45% of the Borrower's net income (determined in
accordance with GAAP),  and (c) pay to its partners each fiscal
quarter an amount equal to 50% of the Borrower's net income
(determined in accordance with GAAP) after distribution to its
partners of the amount allowed under clause (b) of this Section
4.13 during such fiscal quarter and the preceding three fiscal
quarters.

          4.14  Net Worth.  the Borrower will not at any time
permit Borrower's Net Worth to be less than $30,000,000.

          4.15  Leverage Ratio.  The Borrower will not at any
time permit the Leverage Ratio to be greater than 10 to 1.

          4.16  Debt Service Coverage Ratio.  The Borrower shall
not permit the Debt Service Coverage Ratio to be less than 1.2 to
1 as of the last day of any fiscal quarter of the Borrower, which
last day occurs after the Servicing Conversion Date.

          4.17  Servicing Portfolio.  The Borrower shall at all
times maintain in the Servicing Portfolio Mortgage Loans having
an aggregate principal balance not less than $3,000,000,000 ($3
billion).

          4.18  Investor Consents.  The Borrower shall (a) from
time to time at the request of the Administrative Agent execute
and deliver, and cause FNMA and FHLMC to execute and deliver, to
the Administrative Agent Acknowledgement Agreements in the
standard forms prescribed by such agencies relating to FNMA and
FHLMC Servicing Contracts and Servicing Rights with respect to
Mortgage Loans included in the Qualified Servicing Portfolio, (b)
give prompt written notice (in form and substance satisfactory to
the Servicing Lenders) to each Investor other than FNMA, FHLMC
and GNMA to whom the Borrower gives, or is required to give, any
other type of notice in connection with the acquisition of any
portion of the Qualified Servicing Portfolio of the Agent's
security interest in the Servicing Contracts and Servicing Rights
(subject to the Investor's rights therein) with respect to
Mortgage Loans included in the Qualified Servicing Portfolio and
which pertain to such Investors, and provide the Administrative
Agent with evidence satisfactory to the Administrative Agent that
such notices have been given, (c) if and when a standard form of
Acknowledgement Agreement satisfactory to the Administrative
Agent is prescribed by GNMA, execute and deliver, and cause GNMA
to execute and deliver, to the Administrative Agent one or more
Acknowledgement Agreements (in said form) relating to GNMA
Servicing Contracts and Servicing Rights with respect to Mortgage
Loans included in the Qualified Servicing Portfolio, and (d)
deliver to the Administrative Agent from time to time such Powers
of Attorney as may be contemplated by any applicable
Acknowledgement Agreement or as may be otherwise requested by the
Administrative Agent to facilitate its exercise of its remedies
under the Servicing and Working Capital Security Agreement with
respect to any portion of the Servicing Portfolio (provided,
however, that the Administrative Agent shall not exercise its
rights under any such Power of Attorney unless and until an Event
of Default occurs).

          4.19  Inconsistent Agreements.  The Borrower will not
enter into any agreement containing any provision which would be
violated or breached by any borrowing by the Borrower hereunder
or by the performance by the Borrower of its obligations
hereunder or under any document executed pursuant hereto.

          4.20  Maintenance of Qualifications.  The Borrower will
maintain its status as an FHA-approved mortgagee, as an approved
lender under the VA guarantee program, as an approved servicer of
Mortgage Loans to FNMA and to FHLMC in the FHLMC regions in which
it operates and as an FHA-approved direct endorsement mortgagee,
and its eligibility to issue Mortgage-backed Securities or to
service the Mortgage Loan pools formed with respect to Mortgage-
backed Securities.

          4.21  Independence of Covenants.  All covenants
hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of
Default if such action is taken or condition exists.

          SECTION 5.  CONDITIONS PRECEDENT.

          5.01  Conditions Precedent to Initial Advances.  The
obligations of the Lenders to make the initial Advances is
subject to the satisfaction on or before the Effective Date of
all of the following conditions:

               (a)  The following documents, certificates and
     opinion, each in form and substance satisfactory to the
     Administrative Agent and its counsel, shall have been
     delivered to the Administrative Agent:

                    (i)  the Notes, each duly executed by the
          Borrower;

                    (ii)  the Warehousing and Discretionary
          Security Agreement and the Servicing and Working
          Capital Security Agreement, each duly executed by the
          Borrower, together with such financing statements and
          other instruments required by the Administrative Agent
          and the Collateral and Managing Agent to create,
          perfect and/or maintain the security interests granted
          under the Warehousing and Discretionary Security
          Agreement and the Servicing and Working Capital
          Security Agreement;

                         (iii)  a Guaranty and Pledge Agreement,
          duly executed by each Guarantor, together with the
          original share certificates representing the shares of
          the General Partner, and the original certificates (if
          any) representing the partnership units or interest of
          the Borrower, pledged pursuant to the Guaranty and
          Pledge Agreements and stock powers applicable or
          comparable instruments of transfer duly executed in
          blank by the Guarantors and undated;

                         (iv)  Acknowledgement Agreements in the
          forms prescribed by FNMA and FHLMC each executed by the
          Borrower;

                         (v)  completed responses to requests for
          information or other evidence satisfactory to the
          Administrative Agent and the Collateral and Managing
          Agent that the financing statements and other
          instruments delivered to the Administrative Agent and
          the Collateral and Managing Agent pursuant to Sections
          5.01(a)(ii) and 5.01(a)(iii) have been filed in all
          appropriate filing offices and that such filed
          financing statements perfect first priority security
          interests in favor of the Administrative Agent and the
          Collateral and Managing Agent in the property described
          therein;

                         (vi)  copies of the resolutions of the
          General Partner, certified by an officer of the General
          Partner, authorizing the execution, delivery and
          performance of each Loan Document to which the Borrower
          is or will be a party and the other matters
          contemplated hereby;

                         (vii)  a certificate signed by an
          officer of the General Partner certifying as to the
          names, incumbency and true signatures of the respective
          persons authorized to execute and deliver each Loan
          Document to which the Borrower is or will be a party;

                         (viii)  a certificate signed by an
          officer of the General Partner certifying to true and
          correct copies of the partnership agreement and
          certificate of limited partnership of the Borrower, as
          amended through the Effective Date;

                         (ix) evidence satisfactory to the Bank
          that the Borrower is in good standing as a limited
          partnership under the laws of the State of Delaware;

                    (x) a copy of the Certificate of
          Incorporation of the General Partner certified by the
          Secretary of State of Delaware and certificate of good
          standing of the of the General Partner from the
          Secretary of State of Delaware;

                    (xi) a copy of the Bylaws of the General
          Partner certified by an officer thereof;

                         (xii)  copies of the resolutions of the
          general partner of each Guarantor, certified by an
          officer of such general partner, authorizing the
          execution, delivery and performance of each Loan
          Document to which the Guarantors are or will be parties
          and the other matters contemplated hereby;

                         (xiii)  certificates signed by an
          officer of the general partner of each Guarantor
          certifying as to the names, incumbency and true
          signatures of the respective persons authorized to
          execute and deliver each Loan Document to which such
          Guarantor is or will be a party;

                         (xiv)  a certificate signed by an
          officer of the general partner of each Guarantor
          certifying to true and correct copies of the
          partnership agreement and certificate of limited
          partnership of such Guarantor, as amended through the
          Effective Date;

                         (xv) evidence satisfactory to the
          Administrative Agent that each Guarantor is in good
          standing as a limited partnership under the laws of the
          State of Delaware;

                    (xvi) a copy of the Certificate of
          Incorporation of the general partner of each Guarantor
          certified by the Secretary of State of the jurisdiction
          of its incorporation and certificate of good standing
          of the of such general partner from such Secretary of
          State;

                    (xvii) a copy of the Bylaws of the general
          partner of each Guarantor certified by an officer
          thereof;

                         (xviii)  the favorable written
          opinion(s) of counsel to the Borrower, addressed to the
          Administrative Agent and the Lenders, as to the matters
          and effect set forth in Exhibit K, and

                         (xix)  a payoff letter from Chemical
          Bank, as Administrative Agent under the Existing
          Warehouse Credit Agreement and the Existing Servicing
          Credit Agreement, relating to payment of the
          Indebtedness referred to in Section 2.01(e), 2.02(h),
          2.03(h), and 2.04(e), and agreeing to release any Liens
          held by it on the property of the Borrower.

          5.02  Conditions Precedent to Each Advance.  The
obligations of the Lenders to make each Advance (including the
initial Advances) is subject to the satisfaction of all of the
following additional conditions:

               (a)  the Administrative Agent and the Lenders
     shall have received timely and properly completed notices
     under Sections 2.01(b), 2.02(c), 2.03(c) or 2.04(b), as
     appropriate;

               (b)  there shall not have been any Regulatory
     Change which would render the transactions contemplated
     hereby unlawful;

               (c)  no Default or Event of Default shall have
     occurred and be continuing or will exist upon advancing the
     requested Advances; and

               (d)  all the representations and warranties set
     forth in Section 3 hereof, in Section 5 of the Warehousing
     and Discretionary Security Agreement and in Section 5 of the
     Servicing and Working Capital Security Agreement shall be
     true and correct in all material respects as though made on
     and as of the Effective Date, the applicable Servicing
     Advance Date, Warehousing Advance Date, Working Capital
     Advance Date or Discretionary Advance Date, as appropriate;
     and

               (e)  with respect to the making of any requested
     Servicing Advances, the Administrative Agent shall have
     received such amendments to the Servicing and Working
     Capital Security Agreement, any existing Uniform Commercial
     Code financing statements and any existing Acknowledgement
     Agreements and such additional financing statements and
     Acknowledgement Agreements as the Administrative Agent may
     request in order to establish, maintain or perfect its
     security interest for the benefit of the Lenders in the
     portion of the Servicing Portfolio to be acquired with the
     proceeds of such Servicing Advances.

          SECTION 6.  EVENTS OF DEFAULT; REMEDIES.

          6.01  Events of Default.  The occurrence of any one or
more of the following events shall constitute an Event of
Default:

               (a)  The Borrower shall fail to make, when due,
     whether by maturity, acceleration of maturity, mandatory
     payment, mandatory prepayment or otherwise, any payment of
     principal of or interest on any Note or any fee or other
     amount required to be paid to the Administrative Agent or
     the Lenders pursuant to this Agreement or any other Loan
     Document, and such failure shall continue for three (3)
     Business Days after the date on which such payment is due;
     or

               (b)  Any representation or warranty made by the
     Borrower in this Agreement or in any other Loan Document
     shall be untrue or misleading in any material respect on the
     date as of which the facts set forth are stated or
     certified; or

               (c)  The Borrower shall fail to comply with any
     agreement, covenant, condition, provision or term contained
     in the Warehousing and Discretionary Security Agreement, the
     Servicing and Working Capital Security Agreement or in
     Sections 4.02(a) (as to the Borrower), 4.08, 4.09, 4.10,
     4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19 or 4.20 of
     this Agreement; or

               (d)  (i) Harbourton Financial shall fail to comply
     with Section 4.03(a) of its Guaranty and Pledge Agreement;
     or (ii) the Borrower or any Guarantor shall fail to comply
     with any other agreement, covenant, condition, provision or
     term contained in this Agreement or any other Loan Document
     (other than those hereinabove set forth in this Section
     6.01) and such failure to comply is not remedied within 30
     calendar days after the Administrative Agent has given the
     Borrower notice of the occurrence thereof; or

               (e)  Any creditor or representative of any
     creditor of the Borrower, any of its Subsidiaries, the
     General Partner or any Guarantor shall become entitled to
     declare any Indebtedness in the amount of $500,000 or more
     owing on any bond, debenture, note or other evidence of
     indebtedness for borrowed money to be due and payable prior
     to its expressed maturity, whether or not such Indebtedness
     is actually declared to be immediately due and payable, or
     any such Indebtedness becomes due and payable prior to its
     expressed maturity by reason of any default by the Borrower,
     any of its Subsidiaries, the General Partner or any
     Guarantor in the performance or observance of any obligation
     or condition and such default shall not have been
     effectively waived or shall not have been cured within any
     grace period allowed therefor or any such Indebtedness shall
     have become due by its terms and shall not have been
     promptly paid or extended; or

               (f)  The Borrower, any of its Subsidiaries, the
     General Partner or any Guarantor shall become insolvent or
     shall fail generally to pay its debts as they mature or
     shall apply for, shall consent to, or shall acquiesce in,
     the appointment of a custodian, trustee or receiver thereof
     or for a substantial part of the property thereof; or, in
     the absence of such application, consent or acquiescence, a
     custodian, trustee or receiver shall be appointed for the
     Borrower, any of its Subsidiaries, the General Partner or
     any Guarantor or for a substantial part of the property
     thereof and such appointment is not vacated within 60 days;
     or the Borrower, any of its Subsidiaries, the General
     Partner or any Guarantor shall make an assignment for the
     benefit of creditors; or

               (g)  The Borrower, any of its Subsidiaries, the
     General Partner or any Guarantor shall be voluntarily or
     involuntarily dissolved (except, in the case of its
     Subsidiaries, as permitted in Section 4.12 and except that
     Western Sunrise may transfer its assets to Harbourton
     Financial and/or Harbourton Funding Corporation and
     thereafter dissolve) or any bankruptcy, reorganization, debt
     arrangement or other proceedings under any bankruptcy or
     insolvency law shall have been instituted by or against the
     Borrower, any of its Subsidiaries, the General Partner or
     any Guarantor and, if instituted against the Borrower, such
     Subsidiary, the General Partner or such Guarantor, such
     proceedings shall not have been dismissed within 60 days; or
     any dissolution or liquidation proceeding shall be
     instituted by or against the Borrower, any of its
     Subsidiaries, the General Partner or any Guarantor and, if
     instituted against the Borrower, any of its Subsidiaries the
     General Partner or such Guarantor, shall be consented to or
     acquiesced in by the Borrower, such Subsidiary, or such
     Guarantor, as appropriate, or shall not have been dismissed
     within 60 days, or an order for relief shall have been
     entered against the Borrower, such Subsidiary, the General
     Partner or such Guarantor; or

               (h)  There shall be entered against the Borrower,
     any of its Subsidiaries, the General Partner or any
     Guarantor one or more judgments or decrees in an aggregate
     amount at any one time outstanding in excess of $500,000,
     excluding those judgments or decrees that shall have been
     paid, vacated, discharged, stayed or bonded pending appeal
     within 30 days from the entry thereof or with respect to
     which (and to the extent that) the Person against which any
     such judgment or decree shall have been entered is fully
     insured (subject to reasonable deductibles) and with respect
     to which the insurer has admitted in writing its liability
     for the full amount (other than the deductible portion)
     thereof; or

               (i)  Any execution or attachment shall be issued
     whereby any substantial part of the property of the
     Borrower, any of its Subsidiaries, the General Partner or
     any Guarantor shall be taken or attempted to be taken and
     the same shall not have been vacated or stayed within 30
     days after the issuance thereof; or

               (j)  Any Reportable Event or any other fact or
     circumstance, which the Required Lenders determine in good
     faith constitutes grounds for the termination of any Plan by
     the PBGC or for the appointment by an appropriate United
     States District Court of a trustee to administer any such
     Plan, shall have occurred and be continuing thirty (30) days
     after written notice of such determination shall have been
     given to the Borrower by the Administrative Agent, or any
     Plan shall be terminated within the meaning of Title IV of
     ERISA, or a trustee shall be appointed by the appropriate
     United States District Court to administer any such Plan, or
     the PBGC shall institute proceedings to terminate any Plan
     or to appoint a trustee to administer any such Plan and,
     upon the occurrence of any of the foregoing, the aggregate
     amount of the vested unfunded liability under all such Plans
     exceeds $500,000 and such liability is not covered by
     insurance, or the Borrower or any ERISA Affiliate shall fail
     to make a required contribution to any Plan such that a
     statutory tax lien may arise in favor of such Plan; or

               (k)  any Guarantor shall repudiate or purport to
     revoke its obligations under the Guaranty any Pledge
     Agreement to which it is party, or any Guaranty and Pledge
     Agreement shall cease to be in full force and effect (except
     as to Western Sunrise after its assets have been transferred
     to Harbourton Financial and/or Harbourton Funding
     Corporation and it has dissolved as permitted by Section
     6.01(g)) or shall be judicially declared null and void; or

               (l)  the Guarantors collectively shall cease to
     own, directly or indirectly, at least 80% of the total
     partnership interest in the Borrower.

               6.02  Remedies.  If (a) any Event of Default
     described in Section 6.01(f) or (g) shall occur with respect
     to the Borrower, the General Partner or any Guarantor, the
     Commitments shall automatically terminate and the
     Obligations shall automatically become immediately due and
     payable or (b) any other Event of Default shall occur and be
     continuing, then, the Administrative Agent, at the direction
     of the requisite Lenders, as set forth in Section 8.05, may
     do any or all of the following:  (i) declare the Commitments
     terminated, whereupon the Commitments shall be terminated,
     (ii) declare the Obligations to be forthwith due and
     payable, whereupon the Obligations shall immediately become
     due and payable, in each case without presentment, demand,
     protest or other notice of any kind, all of which are hereby
     expressly waived, anything in this Agreement or in any other
     Loan Document to the contrary notwithstanding and (iii)
     enforce its rights under any one or more of the Loan
     Documents.

          SECTION 7.  THE AGENTS

          7.01  Appointment and Authorization.  Each Lender
appoints and authorizes each Agent to take such actions as agent
on its behalf and to exercise such powers under this Agreement
and the other Loan Documents as are delegated to such Agent by
the terms hereof and thereof, together with such powers as are
reasonably incidental thereto.  Neither the Agents nor any of
their respective directors, officers or employees shall be liable
for any action taken or omitted to be taken by them under or in
connection with this Agreement or the other Loan Documents,
except for their own gross negligence or willful misconduct;
provided, however, that the Agents shall be protected in acting
or refraining from acting upon the instructions of the requisite
Lenders, given pursuant to Section 8.05 or any other applicable
provisions of this Agreement; and provided, further, that the
Agents shall not be required to take any action that exposes them
to personal liability or is contrary to any Loan Document or
applicable law.  The Agents shall act as independent contractors
in performing their respective obligations as Agents hereunder
and under the other Loan Documents and nothing herein contained
shall be deemed to create a fiduciary relationship among or
between the Agents, the Borrower or the Lenders.

          7.02  Note Holders.  The Agents may treat the payee of
any Note as the holder thereof until written notice of transfer
shall have been filed with the Administrative Agent signed by
such payee and in form satisfactory to the Administrative Agent.

          7.03  Consultation With Counsel.  The Agents may consult
with legal counsel selected by them and shall not be liable for
any action taken or suffered in good faith by it in accordance
with the advice of such counsel.

          7.04  Documents.  The Agents shall not be under a duty
to examine into or pass upon the validity, effectiveness,
genuineness or value of the Notes, the other Loan Documents or any
other instrument or document furnished pursuant thereto or
thereunder, makes no representation or warranty to any Lender and
shall not be responsible for any representations, warranties or
statements made in connection with this Agreement or any other
Loan Document, and shall be entitled to assume that this Agreement
and the other Loan Documents are valid, effective and genuine and
what they purport to be.  The Administrative Agent is authorized
to, and shall, execute and deliver each Loan Document to which it
is a party and shall execute and deliver any and all financing
statements relating to the security interests granted under the
Servicing and Working Capital Security Agreement and such
Acknowledgement Agreements, in form and substance satisfactory to
the Administrative Agent, as may be required to obtain the consent
of any Investor to the grant of a security interest by the
Borrower to the Administrative Agent, for the benefit of the
Lenders, in the Borrower's rights in any Servicing Contract and/or
Servicing Rights, whereupon each provision of such agreements
which is contemplated to be binding upon the Lenders shall be
binding upon the Lenders and each of them.  The Collateral and
Managing Agent is authorized to, and shall, execute and deliver
each Loan Document to which it is a party and shall execute and
deliver the Warehousing and Discretionary Security Agreement and
any and all financing statements relating to the security
interests granted under the Warehousing and Discretionary Security
Agreement.  The Agents shall not waive, amend or otherwise modify
any provision of this Agreement, the Notes, the Warehousing and
Discretionary Security Agreement, the Servicing and Working
Capital Security Agreement or any other Loan Document, or give any
releases, consents, waivers or subordinations hereunder or
thereunder, or exercise any remedies with respect hereto or
thereto, except as directed to do so by the appropriate Lenders in
accordance with Section 8.05 and except as the authority to do so
is expressly granted to any of them in this Agreement.  Without
limiting the generality of the foregoing, each Lender (including
each Lender becoming a party hereto as a Transferee pursuant to
Section 8.06) hereby agrees (i) to benefit under each
Acknowledgement Agreement exclusively by and through the
Administrative Agent, (ii) to authorize the Administrative Agent
or its agent to act exclusively for such Lender with respect to
the Acknowledgement Agreements and the other parties thereto, and
(iii) that all terms of the Acknowledgement Agreements shall be
binding on such Lender as if it had executed the same.  The
Lenders acknowledge that:  (A) although GNMA has promulgated a
standard form of Acknowledgement Agreement, such form of
Acknowledgement Agreement as constituted on the date of this
Agreement is not satisfactory to the Administrative Agent and will
not be executed by the Administrative Agent; (B) notwithstanding
the fact that such GNMA Acknowledgement Agreement will not be
executed, the Borrower will grant to the Administrative Agent, for
the benefit of the Agents and the Lenders under the Service and
Working Capital Security Agreement, a security interest in the
Borrower's GNMA Servicing Contract and GNMA Servicing Rights; and
(C) such GNMA Servicing Rights will be deemed to be included in
the Qualified Servicing Portfolio.

          7.05  Agents and Affiliates.  With respect to their
respective Commitments and the Servicing Advances, Warehousing
Advances, Warehousing Swing Line Advances, Working Capital
Advances, Working Capital Swing Line Advances and Discretionary
Advances made by them in their capacities as Lenders, the Agents
shall have the same rights and powers under this Agreement and the
other Loan Documents as any other Lender and may exercise the same
as though they were not Agents, and the Agents and their
respective Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any
of its Subsidiaries or Affiliate of the Borrower as if they were
not the Agents.

          7.06  Action by Agents.  The Agents shall be entitled to
use their discretion with respect to exercising or refraining from
exercising any rights which may be vested in them by, or with
respect to taking or refraining from taking any action or actions
which they may be able to take under or in respect of, this
Agreement and the other Loan Documents.  The Agents shall incur no
liability under or in respect of this Agreement or any of the
other Loan Documents by acting upon any notice, consent,
certificate, warranty or other paper or instrument believed by
them to be genuine or authentic or to be signed by the proper
party or parties, or with respect to anything which they may do or
refrain from doing in the reasonable exercise of their judgment,
or which may seem to them to be necessary or desirable in the
premises.

          7.07  Credit Analysis.  Each Lender has made, and shall
continue to make, its own independent investigation or evaluation
of the operations, business, property and condition, financial and
otherwise, of the Borrower, in connection with the making of its
Commitments and has made its own appraisal of the creditworthiness
of the Borrower.  Except as may be explicitly provided herein, the
Agents have no duty or responsibility, either initially or on a
continuing basis, to provide any Lender with any credit or other
information with respect to such operations, business, property,
condition or creditworthiness, whether such information comes into
its possession on or before the first Event of Default or at any
time thereafter.

          7.08  Notices of Event of Default, etc.  In the event
that any Lender shall have acquired actual knowledge of any
Default or Event of Default, such Lender shall promptly give
notice thereof to the Administrative Agent.  The Administrative
Agent shall, promptly upon receipt of any such notice provide a
copy thereof to the other Lenders.  Upon receipt from any Lender
of a request that the Administrative Agent give notice to the
Borrower of the occurrence of a Default or an Event of Default
under Section 6, the Administrative Agent shall promptly forward
such request to the other Lenders and will take such action and
assert such rights under this Agreement and the other Loan
Documents as the requisite Lenders shall direct in writing in
accordance with Sections 6.02 and 8.05.

          7.09  Indemnification.  Each Lender agrees to indemnify
each Agent (to the extent not reimbursed by the Borrower), ratably
according to its Pro Rata Share, from and against any and all
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in any way relating to or arising out of this
Agreement or the other Loan Documents or any action taken or
omitted by such Agent under this Agreement or the other Loan
Documents; provided that no Lender shall be liable for any portion
of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements
resulting from such Agent's gross negligence or willful
misconduct.  Without limitation of the foregoing, each Lender
agrees to reimburse each Agent promptly upon demand for its Pro
Rata Share (determined under clause (h) of the definition thereof)
of any out-of-pocket expenses (including counsel fees) incurred by
it in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this
Agreement and the other Loan Documents, to the extent that such
Agent is not reimbursed for such expenses by the Borrower;
provided, that no Lender shall be liable for any portion of any
such expenses resulting from such Agent's gross negligence or
willful misconduct.

          7.10  Payments.  All payments of principal of the Notes
and all other funds received by the Administrative Agent in
respect of any payments made by the Borrower pursuant to this
Agreement, the Notes or the other Loan Documents, other than
payments of agent fees made to the Administrative Agent under
Section 2.06 and payments under Sections 2.09 and 2.10, and
subject to the effect of Section 8.11, shall be distributed
forthwith by the Administrative Agent (in like currency and funds)
to the Lenders on the date received or deemed received pursuant to
Section 2.07(a), (a) in accordance with Section 2.05(b), in the
case of payments of interest and Balances Deficiency Fees, and (b)
ratably according to each Lender's Pro Rata Share, in the case of
any other payment received by the Administrative Agent.

          7.11  Sharing of Payments.  If any Lender shall receive
and retain any payment during the persistence of a Default or an
Event of Default, whether by setoff, application of deposit
balance or security, or otherwise, in respect of the Obligations
in excess of such Lender's Pro Rata Share of all payments of the
Obligations, then such Lender shall purchase from the other
Lenders for cash and at face value and without recourse, such
participation in the Obligations held by them as shall be
necessary to cause such excess payment to be shared ratably as
aforesaid with each of them; provided, that if such excess payment
or part thereof is thereafter recovered from such purchasing
Lender, the related purchases from the other Lenders shall be
rescinded ratably and the purchase price restored as to the
portion of such excess payment so recovered, but without interest.
Each Lender agrees to exercise any and all rights of setoff,
counterclaim or bankers' lien which arise in connection with the
Obligations first fully against the Obligations and participations
therein held by such Lender, and only then to any other
Indebtedness of the Borrower to such Lender.  The treatment of
payments under this Section 7.11 shall not apply to any agent's
fees payable to the Administrative Agent or the Collateral and
Managing Agent under Section 2.06.

          7.12  Advice to Lenders.  The Agents shall forward to
the Lenders copies of all notices, financial reports and other
communications received from the Borrower hereunder.

          7.13  Successor Agents.  An Agent may resign at any time
by giving at least 90 days' prior written notice (or such shorter
period of notice as the Lenders may approve in writing) thereof to
the Lenders and the Borrower.  The Required Lenders may remove an
Agent at any time with or without cause by giving at least 90
days' prior written notice (or such shorter period of notice as
such Agent may approve in writing) to such Agent and the Borrower.
Upon any such resignation or removal, the Required Lenders shall
have the right to appoint a successor Agent reasonably acceptable
to the Borrower.  If no successor Agent shall have been so
appointed and shall have accepted such appointment within 30 days
after the retiring Agent's giving of notice of its resignation or
the removal of such Agent, then the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent, which shall be a Lender
or a commercial bank organized under the laws of the United States
of America or of any State thereof and having a combined capital
and surplus of at least $500,000,000 and which shall be reasonably
acceptable to the Borrower.  Upon the acceptance of any
appointment as an Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties
and obligations under this Agreement.  After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this
Section 7 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was acting as Agent under this
Agreement and any other Loan Document.  The Collateral and
Managing Agent may also be removed by the Borrower, and its
successor may be appointed by the Borrower, in accordance with
Section 26 of the Warehousing and Discretionary Security
Agreement, which Section 26 shall control in the event of any
conflict between the provisions thereof and the provisions of this
Section 7.13.

          7.14  This Section Not Applicable To Borrower.  This
Section 7 is included in this Agreement solely for the purpose of
determining certain rights as between the Agents and the Lenders
and does not create, nor shall it give rise to, any rights in or
obligations on the part of the Borrower (except for the right of
the Borrower to receive the notices provided for in Section 7.13
and the right to approve any successor Agent pursuant to Section
7.13), and all rights and obligations of the Borrower under this
Agreement shall be determined by reference to the provisions of
this Agreement other than this Section 7.

          SECTION 8.  MISCELLANEOUS.

          8.01  Waiver.  No failure on the part of the Agents or
the Lenders to exercise and no delay in exercising, and no course
of dealing with respect to, any right, power or privilege under
this Agreement or any other Loan Document shall operate as a
waiver thereof; nor shall any single or partial exercise of any
right, power or privilege under this Agreement or any other Loan
Document preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The remedies
provided herein and in the other Loan Documents are cumulative and
not exclusive of any remedies provided by law.

          8.02  Notices.  Except as otherwise specifically
provided for herein, all notices and other communications provided
for herein shall be in writing (including teletransmission
communication) and, unless otherwise required herein or by law,
shall be teletransmitted, mailed or delivered to the intended
recipient at the "Address for Notices" specified below its name on
the signature pages hereof; or, as to either party, at such other
address as shall be designated by such party in a notice to the
other party.  All notices and other communications hereunder shall
be effective when transmitted by telex or telecopier, delivered
or, in the case of a mailed notice or notice sent by overnight
courier, upon receipt thereof as conclusively evidenced by the
signed receipt therefor, in each case given or addressed as
aforesaid except that notices to the Administrative Agent under
the provisions of Section 2 shall not be effective until received
by the Administrative Agent.

          8.03  Expenses; Indemnification.  The Borrower agrees to
pay promptly: (a) the reasonable fees and expenses of Dorsey &
Whitney LLP, special legal counsel to the Administrative Agent and
legal counsel to First Bank in connection with the negotiation,
preparation, approval, execution and delivery of this Agreement;
(b) the reasonable fees and expenses of counsel for the
Administrative Agent in connection with any amendment,
modification or waiver of any of the terms of any Loan Document;
(c) all reasonable costs and expenses of the Administrative Agent
and each Lender (including reasonable counsels' fees) in
connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Agreement, the Notes and
the other Loan Documents; and (d) a fee in the amount of $1,250
payable to each Lender for each amendment to this Agreement or
other Loan Document (counting all amendments made concurrently as
a single amendment) in excess of two made during any period of 365
days.  The Borrower hereby agrees to indemnify the Lenders and
their directors, officers, agents and employees from and hold each
of them harmless against any and all losses, liabilities, claims,
damages or expenses incurred by any of them arising out of or by
reason of (i) any investigation, litigation or other proceedings
related to any use made or proposed to be made by the Borrower of
the proceeds of the Servicing Advances, the Warehousing Advances,
the Warehousing Swing Line Advances, the Working Capital Advances,
the Working Capital Swing Line Advances or the Discretionary
Advances or the operations of the Borrower's business, or (ii) any
claim brought against the Administrative Agent or any Lender by
any Investor or other Person relating to the Servicing Contracts
and the Servicing Rights, whether by reason of the indemnity
provisions of any Acknowledgement Agreement or otherwise,
including, without limitation, with respect to clauses (i) and
(ii) above, the reasonable fees and disbursements of counsel
incurred in connection with any such investigation, litigation or
other proceedings (but excluding any such losses, liabilities,
claims, damages or expenses incurred by reason of the gross
negligence or willful misconduct of the Person to be indemnified).

          8.04  Confidentiality.  Any financial statements of the
Borrower and any other information which an Agent or any Lender
receives from the Borrower and which is designated as proprietary
or confidential at the time of receipt thereof by such Agent or
such Lender shall not be disclosed to any other Person, if such
information is not otherwise in the public domain, other than
(a) to its independent accountants and legal counsel, (b) to
another Lender and its legal counsel, (c) pursuant to statutory or
regulatory requirements, (d) pursuant to any court order or other
legal process or (e) to any participant in or assignee of, or
prospective participant in or assignee of, this Agreement or any
Note, provided that such participant or assignee agrees in writing
to observe the conditions of this Section 8.04.

          8.05  Releases, Amendments, Waivers, Consents and
Exercise of Remedies.

          (a)  By Servicing Lenders.  The Required Servicing
Lenders, from time to time by an instrument or instruments in
writing, may, or may direct the Administrative Agent to, amend,
modify, revoke, terminate, waive compliance with, waive any
Default or Event of Default arising from noncompliance with, or
grant any required consent under or with respect to, any of the
terms or provisions of any of the following:  (i)  the  Security
Agreement (but only with respect to Servicing Collateral); (ii)
Section 2.01; (iii)  Sections 2.05 and 2.07 (but only with respect
to interest and Balances Deficiency Fees payable under or with
respect to the Servicing Advances and the Servicing Notes); (iv)
Section 3.07 (but only with respect to Servicing Advances); (v)
Sections 4.01(e) and 4.18; (vi)  Sections 5.01 and 5.02 (but only
as to Servicing Advances); and (vii) the definitions set forth in
Section 1.01 relating (but only to the extent relating) to the
Sections referred to in clauses (i) through (vi) of this Section
8.05(a); provided, however, that no such amendment, modification,
revocation, waiver or consent shall (A) increase any Servicing
Lender's Servicing Commitment Amount, (B) reduce the amount of the
principal of, or the amount or rate of interest or Balances
Deficiency Fees or other fees payable on or with respect to, any
Servicing Lender's Servicing Advances or Servicing Note, (C)
postpone the date fixed for payment of any principal of, or the
interest or any Balances Deficiency Fees or other fees payable on
or with respect to, any Servicing Lender's Servicing Advances or
Servicing Note, or (D) waive any condition precedent to the making
of Servicing Advances set forth in Section 5 hereof, unless the
same is set forth in a writing signed by such Servicing Lender.
Upon the occurrence of an Event of Default relating to any of the
terms and provisions described in clauses (i) through (vii) of the
preceding sentence, the Required Servicing Lenders, may direct the
Administrative Agent to exercise any or all of the rights and
remedies specified in Section 6.02 and the Servicing and Working
Capital Security Agreement with respect to the Servicing Advances,
the Servicing Notes and the Servicing Collateral, and the
Administrative Agent shall be authorized to rely and act upon any
such directions.

          (b)  By Warehousing Lenders.  The Required Warehousing
Lenders, from time to time by an instrument or instruments in
writing, may, or may direct the Administrative Agent to, amend,
modify, revoke, terminate, waive compliance with, waive any
Default or Event of Default resulting from noncompliance with, or
grant any required Lender consent under or with respect to, any of
the terms or provisions of any of the following: (i)  the
Warehousing and Discretionary Security Agreement (but only with
respect to Warehousing Collateral); (ii) Section 2.02;  (iii)
Sections 2.05 and 2.07 (but only with respect to interest and
Balances Deficiency Fees payable under or with respect to the
Warehousing Advances and the Warehousing Notes); (iv) Section 3.07
(but only with respect to Warehousing Advances); (v)  Section
4.01(d); (vi)  Sections 5.01 and 5.02 (but only as to Warehousing
Advances); and (vii) the definitions set forth in Section 1.01
relating (but only to the extent relating) to the Sections
referred to in clauses (i) through (vi) of this Section 8.05(b);
provided, however, that no such amendment, modification,
revocation, waiver or consent shall (A) increase any Warehousing
Lender's Warehousing Commitment Amount, (B) reduce the amount of
the principal of, or the amount or rate of interest or Balances
Deficiency Fees or other fees payable on or with respect to any
Warehousing Lender's Warehousing Advances or Warehousing Note, (C)
postpone the date fixed for payment of any principal of, or the
interest or Balances Deficiency Fees or other fees payable on or
with respect to, any Warehousing Lender's Warehousing Advances or
Warehousing Note, or (D) waive any condition precedent to the
funding of Warehousing Advances set forth in Section 5 hereof,
unless the same is set forth in a writing signed by such
Warehousing Lender; and provided, further, no such amendment,
modification, revocation, termination, waiver or consent shall
reduce the amount of the principal of, or the amount or rate of
interest or Balances Deficiency Fees payable on or with respect
to, any Swing Warehousing Advance, postpone any date fixed for any
payment of principal of, interest on, or Balances Deficiency Fees
payable with respect to, the Swing Warehousing Advances or amend
or modify Section 2.02(b) or 2.02(f) unless the same is set forth
in a writing signed by First Bank.  Upon the occurrence of an
Event of Default relating to any of the terms and provisions in
clauses (i) through (vii) of the preceding sentence, the Required
Warehousing Lenders may direct the Administrative Agent and the
Collateral and Managing Agent to exercise any or all of the rights
and remedies specified in Section 6.02 and the Warehousing and
Discretionary Security Agreement with respect to the Warehousing
Commitments, the Warehousing Advances, the Warehousing Notes and
the Warehousing Collateral, and the Administrative Agent and the
Collateral and Managing Agent shall be authorized to rely and act
upon any such directions.

          (c)  By Working Capital Lenders.  The Required Working
Capital Lenders, from time to time by an instrument or instruments
in writing, may, or may direct the Administrative Agent and the
Collateral and Managing Agent to, amend, modify, revoke,
terminate, waive compliance with, waive any Default or Event of
Default resulting from noncompliance with, or grant any required
Lender consent under or with respect to, any of the terms or
provisions of any of the following:  (i) the Servicing and Working
Capital Security Agreement and the Warehousing and Discretionary
Security Agreement (but only with respect to Working Capital
Collateral); (ii) Section 2.03; (iii) Sections 2.05 and 2.07 (but
only with respect to interest and Balances Deficiency Fees payable
under or with respect to the Working Capital Advances and the
Working Capital Notes); (iv) Section 3.07 (but only with respect
to Working Capital Advances); (v) Section 5.01 and 5.02 (but only
as to Working Capital Advances); and (vi) the definitions set
forth in Section 1.01 relating (but only to the extent relating)
to the Sections referred to in clauses (i) through (v) of this
Section 8.05(c); provided, however, that no such amendment,
modification, revocation, termination, waiver or consent shall (A)
increase any Working Capital Lender's Working Capital Commitment
Amount, (B) reduce the amount of the principal of, or the amount
or rate of interest or Balances Deficiency Fees or other fees
payable on or with respect to, any Working Capital Lenders'
Working Capital Advances or Working Capital Notes, (C) postpone
the date fixed for payment of any principal of, or the interest or
Balances Deficiency Fees or other fees payable on or with respect
to, any Working Capital Lender's Working Capital Advances or
Working Capital Note, or (D) waive any condition precedent to the
funding of Working Capital Advances set forth in Section 5 hereof,
unless the same is set forth in a writing signed by such Working
Capital Lender. Upon the occurrence of an Event of Default
relating to any of the terms or provisions described in clauses
(i) through (vi) of the preceding sentence, the Required Working
Capital Lenders may direct the Administrative Agent and the
Collateral and Managing Agent to exercise any or all of the rights
and remedies set forth in Section 6.02, the Warehousing and
Discretionary Security Agreement and the Servicing and Working
Capital Security Agreement  with respect to the Working Capital
Commitments, the Working Capital Advances, the Working Capital
Notes and the Working Capital Collateral, and the Administrative
Agent and the Collateral and Managing Agent shall be authorized to
rely and act upon any such direction.

          (d)  By Required Discretionary Lenders.  The Required
Discretionary Lenders, from time to time by an instrument or
instruments in writing, may, or may direct the Administrative
Agent and the Collateral and Managing Agent to, amend, modify,
revoke, terminate, waive compliance with, waive any Default or
Event of Default resulting from noncompliance with, or grant any
required Lender consent under or with respect to, any of the terms
or provisions of any of the following:  (i) the Warehousing and
Discretionary Security Agreement and the Servicing and Working
Capital Security Agreement (but only with respect to
Discretionary Collateral); (ii) Section 2.04; (iii) Sections 2.05
and 2.07 (but only with respect to interest and Balances
Deficiency Fees payable under or with respect to the Discretionary
Advances and the  Discretionary Notes); (iv) Section 3.07 (but
only with respect to Discretionary Advances); (v) Section 5.01 and
5.02 (but only as to Discretionary Advances); and (vi) the
definitions set forth in Section 1.01 relating (but only to the
extent relating) to the Sections referred to in clauses (i)
through (v) of this Section 8.05(c); provided, however, that no
such amendment, modification, revocation, termination, waiver or
consent shall (A) increase any Lender's Discretionary Lending
Limit or obligate it to make Discretionary Advances, (B) reduce
the amount of the principal of, or the amount or rate of interest
or Balances Deficiency Fees or other fees payable on or with
respect to, any  Discretionary Lenders' Discretionary Advances or
Discretionary Notes, (C) postpone the date fixed for payment of
any principal of, or the interest or Balances Deficiency Fees or
other fees payable on or with respect to, any  Discretionary
Lender's Discretionary Advances or Discretionary Note, or (D)
waive any condition precedent to the funding of Discretionary
Advances set forth in Section 5 hereof, unless the same is set
forth in a writing signed by such Discretionary Lender. Upon the
occurrence of an Event of Default relating to any of the terms or
provisions described in clauses (i) through (vi) of the preceding
sentence, the Required Discretionary Lenders may direct the
Administrative Agent and the Collateral and Managing Agent to
exercise any or all of the rights and remedies set forth in
Section 6.02 and the Servicing and Working Capital Security
Agreement and the Warehousing and Discretionary Security Agreement
with respect to the Discretionary Advances, the Discretionary
Notes and the Discretionary Collateral, and the Administrative
Agent and the Collateral and Managing Agent shall be authorized to
rely and act upon any such direction.

          (e)  By Required Lenders.  The Required Lenders, from
time to time by an instrument or instruments in writing, may,
and/or may direct the Administrative Agent to, amend, modify,
revoke, terminate, waive compliance with, waive any Default or
Event of Default arising from noncompliance with, or grant any
required Lender consent under or with respect to, any terms or
provisions of this Agreement or the other Loan Documents other
than those specifically identified in Sections 8.05(a), 8.05(b),
8.05(c) and 8.05(d).  Upon the occurrence of an Event of Default
relating to any of the terms or provisions of this Agreement or
the other Loan Documents other than those specifically identified
in Sections 8.05(a), 8.05(b). 8.05(c) and 8.05(d), the Required
Lenders may direct the Administrative Agent and the Collateral and
Managing Agent to exercise any or all of the rights and remedies
set forth in Section 6.02 and in the other Loan Documents, and the
Administrative Agent and the Collateral and Managing Agent shall
be authorized to rely and act upon any such direction.

          (f)  Limitations on Amendments, Waivers, Etc.
Notwithstanding any of the foregoing, no amendment, modification,
revocation, termination, waiver or consent made or granted
pursuant to Sections 8.05(a), 8.05(b), 8.05(c). 8.05(d) or 8.05(e)
shall:

              (i)  affect the rights or duties of any Agent
    unless the same is set forth in a writing signed by such
    Agent;

              (ii)   release or subordinate any Servicing
    Collateral, Warehousing Collateral, Working Capital
    Collateral or Discretionary Collateral, include as Servicing
    Collateral, Warehousing Collateral, Working Capital
    Collateral or Discretionary Collateral, as the case may be,
    any collateral that is also collateral included in the
    description of any other type of collateral under this
    Agreement (i.e., Servicing Collateral, Warehousing
    Collateral, Working Capital Collateral and/or Discretionary
    Collateral, as the case may be), or change the definitions of
    the terms "Required Lenders," "Required Working Capital
    Lenders," "Required Servicing Lenders,"  "Required
    Warehousing Lenders" or "Required Discretionary Lenders" or
    the provisions of this Section 8.05 unless the same is set
    forth in a writing signed by all the Lenders.

Upon the making or the granting of any such amendment,
modification, revocation, termination, waiver or consent, the
Borrower shall promptly provide copies of the writing or writings
containing the same to the Administrative Agent and to each Lender
not otherwise a party thereto.

          8.06  Binding Effect; Assignments and Participations;
Transferees.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors
and assigns, except that the Borrower may not assign its rights or
delegate its obligations hereunder or under any other Borrower
Loan Document without the prior written consent of all the
Lenders.  Each Lender may at any time sell, assign, transfer,
grant participations in, or otherwise dispose of any portion of
its Commitments and/or Advances (each such interest so disposed of
being herein called a "Transferred Interest") to other financial
institutions ("Transferees"); provided, however, that a Lender may
dispose of a Transferred Interest only (a) in minimum amounts of
$10,000,000, with respect to the assignment of a portion of a
Lender's Commitment, (b) with the consent of the Agent and the
Borrower (which consent shall not, in either case, be unreasonably
withheld, and provided that the consent of the Borrower shall not
be required if an Event of Default has occurred which is
continuing) and (c) upon payment to the Agent by the parties to
such disposition of a processing and recording fee in the amount
of $2,500 for each party; provided, however, that the conditions
set forth in clauses (b) and (c) of this sentence shall not apply
to a disposition which consists only of the sale of a
participation interest.  The Borrower agrees that each Transferee
shall be entitled to the benefits of Sections 209, 2.10 and 9.2
with respect to its Transferred Interest and that each Transferee
may exercise any and all rights of banker's Lien, setoff and
counterclaim as if such Transferee were a direct lender to the
Borrower.  In addition, any Lender may pledge any portion of its
Notes for security purposes to any Federal Reserve Bank.  If any
Lender makes any assignment to a Transferee, then upon notice to
the Borrower such Transferee, to the extent of such assignment
(unless otherwise provided therein), shall become a "Lender"
hereunder and shall have all the rights and obligations of such
Lender hereunder and such Lender shall be released from its duties
and obligations under this Agreement to the extent of such
assignment.  Notwithstanding the sale by any Lender of any
participation hereunder, (a) no participant shall be deemed to be
or have the rights and obligations of a Lender hereunder except
that any participant shall have a right of setoff under Section
2.08 as if it were such Lender and the amount of its participation
were owing directly to such participant by the Borrower and (b)
such Lender shall not in connection with selling any such
participation condition such Lender's rights in connection with
consenting to amendments or granting waivers concerning any matter
under any Loan Document upon obtaining the consent of such
participant other than on matters relating to (i) any reduction in
the amount of any principal of, or the amount of or rate of
interest on, any Note or Advance in which such participation is
sold, (ii) any postponement of the date fixed for any payment of
principal of or interest on any Note or Advance in which such
participation is sold, (iii) the release or subordination of any
material portion of any collateral other than pursuant to the
terms of any Loan Document or (iv) the release of the Guaranty and
Pledge Agreements.

          8.07  Severability of Provisions.  Whenever possible,
each provision of this Agreement, the Notes and the other Loan
Documents and any other statement, instrument or transaction
contemplated hereby or thereby or relating hereto or thereto shall
be interpreted in such manner as to be effective and valid under
applicable law, but, if any provision of this Agreement, the
Notes, the other Loan Documents or any other statement, instrument
or transaction contemplated hereby or thereby or relating hereto
or thereto shall be held to be prohibited or invalid in any
jurisdiction under such applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the
remaining provisions of this Agreement, the Notes, the other Loan
Documents and any other statement, instrument or transaction
contemplated hereby or thereby or relating hereto or thereto and
shall not affect the enforceability of such provision in any other
jurisdiction.

          8.08  Survival.  The obligations of the Borrower under
Sections 2.09, 2.10 and 8.03 shall survive the repayment of the
Obligations and the termination of the Commitments.
          8.09  Execution Counterparts.  This Agreement may be
executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and each of
the parties hereto may execute this Agreement by signing any such
counterpart.

          8.10  Governing Law; Waiver of Trial by Jury; Consent to
Jurisdiction.  THIS AGREEMENT, THE NOTES AND THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
MINNESOTA, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO ANY
BANK, INCLUDING, WITHOUT LIMITATION, NATIONAL BANKS.  EACH OF THE
PARTIES HERETO HEREBY, TO THE FULLEST EXTENT PERMITTED BY LAW,
WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT UNDER OR IN CONNECTION
WITH ANY OF THE LOAN DOCUMENTS.  THE COMPANY HEREBY IRREVOCABLY
SUBMITS, TO THE FULLEST EXTENT PERMITTED BY LAW, TO THE NON-
EXCLUSIVE JURISDICTION OF ANY MINNESOTA STATE OR FEDERAL COURT
SITTING IN HENNEPIN OR RAMSEY COUNTIES, STATE OF MINNESOTA, FOR
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS, AND THE COMPANY
HEREBY IRREVOCABLY AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW,
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH MINNESOTA STATE COURT OR, TO THE
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  THE COMPANY
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING.

          8.11  Highest Lawful Rate.  Anything herein to the
contrary notwithstanding, the obligations of the Borrower on the
Notes shall be subject to the limitation that payments of interest
shall not be required, for any period for which interest is
computed hereunder, to the extent that contracting for or receipt
thereof would be contrary to provisions of any law applicable to
the Lenders limiting the highest rate of interest which may be
lawfully contracted for, charged or received by the Lenders.

          8.12  Entire Agreement.  THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
HERETO AND THERETO AS TO THE SUBJECTS HEREOF AND THEREOF, AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


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


     HARBOURTON MORTGAGE CO., L.P.
          By Harbourton Funding Corporation, its
               general partner


     By
          Its

     Address for Notices:

     2530 South Parker Road
          Suite 500
     Aurora, Colorado 80014
     Attention:  Paul Szymanski
     Telephone:  303/745-3661
     Telecopier:                303/338-2289



     FIRST BANK NATIONAL ASSOCIATION,
          as a Lender and as Administrative Agent


     By
          Its

     Address for Notices:

     Mortgage Banking Services Division
     First Bank Place - MPFP0801
     601 Second Avenue South
     Minneapolis, Minnesota 55402-4302
     Attention: Kathlyn K. Slater
     Telephone:  612/973-0622
     Telecopier:   612/973-0826


          TEXAS COMMERCE BANK NATIONAL
     ASSOCIATION, as Collateral and Managing      Agent and as a
Lender


     By
          Its

     Address for Notices:

     707 Travis,
     6th Floor North
     Houston, Texas 77002
     Attention:  William J. Clark, Jr.
     Telephone:  713/216-7702
     Telecopier:   713/216-2082
     THE BANK OF NEW YORK, as a Lender and
     as an Administrative Co-Agent


     By
          Its

     Address for Notices:

     Mortgage Banking Division
     One Wall Street, Seventeenth Floor
     New York, New York 10286
     Attention:  Cynthia Crites
     Telephone:  212/635-6467
     Telecopier:   212/635-6468


     RESIDENTIAL FUNDING CORPORATION,
     as a Lender and as an Administrative
     Co-Agent


     By
          Its

     Address for Notices:

     1646 N. California Boulevard
     Suite 400
     Walnut Creek, California 94596
     Attention:  Cindy Schellenberg
     Telephone:  510/935-0614
     Telecopier:  510/935-6424
     BANK ONE, TEXAS, NATIONAL
     ASSOCIATION, as a Lender and as an
          Administrative Co-Agent


     By
          Its

     Address for Notices:

     1717 Main Street, Fourth Floor
     Dallas, Texas 75214
     Attention:  Brian Hilberth
     Telephone:  214/290-3162
     Telecopier:  214/290-2054


          GUARANTY FEDERAL BANK, F.S.B.


     By
          Its

     Address for Notices:

     8333 Douglas Avenue
     Dallas, Texas 75225
     Attention:  Abbie Tidmore
     Telephone:  214/360-2829
     Telecopier:   214/360-1660
          COMERICA BANK


          By
          Its

     Address for Notices:

     500 Woodward Avenue, MC3256
     Detroit, Michigan 48226
     Attention:  Donald Heath
     Telephone:  313/222-5740
     Telecopier:  313/222-9295


     PNC BANK KENTUCKY


     By
          Its

     Address for Notices:

     500 West Jefferson Street, Suite 1200
     Louisville, Kentucky 40202
     Attention:  Sloane Graf
     Telephone:  502/581-4607
     Telecopier:   502/581-3919
                        TABLE OF CONTENTS

     SECTION 1.  DEFINITIONS AND ACCOUNTING TERMS.              1
     1.01  Certain Defined Terms.     1
     1.02  Accounting Terms.         23
     1.03  Computation of Time Periods.                   24
     1.04  Other Definitional Terms.                      24

     SECTION 2.  THE CREDIT FACILITIES.                   24
     2.01  The Servicing Facility.                        24
     2.02  The Warehousing Facility and Warehousing Swing
          Line Facility.        28
     2.03  The Working Capital Facility.                  35
     2.04  The Discretionary Facility.                    44
     2.05  Interest on the Notes; Balances Deficiency Fees;
          Continuations and Conversions; Designated Fixed
          Rate Borrowings.      47
     2.06  Administrative Agent's and Collateral and
          Managing Agent's
          Fees.                 51
     2.07  Payments and Computations.                     51
     2.08  Setoff.              52
     2.09  Increased Capital Requirements.                52
     2.10  Provisions Relating to Floating Eurodollar Rate
          Borrowings, Fixed Rate Borrowings and Designated
          Fixed Rate Borrowings.     53

     SECTION 3.  REPRESENTATIONS AND WARRANTIES.          55
     3.01  Formation, Powers, Good Standing and
          Subsidiaries.         55
     3.02  Authorization; No Conflict; Governmental
          Consents; Binding Effect.                       56
     3.03  Financial Condition       57
     3.04  Title to Property; Liens.                      57
     3.05  Litigation; Adverse Facts.                     57
     3.06  Other Agreements; Performance.                 58
     3.07  Use of Proceeds.     58
     3.08  Taxes.               59
     3.09  ERISA.               59
     3.10  Governmental Regulation.                       60
     3.11  Indebtedness.        60
     3.12  No Material Adverse Event.                     60
     3.13  Licenses and Permits.     60
     3.14  Guarantees.          60
     3.15  GNMA, FHA, VA, FNMA and FHLMC Eligibility of the
          Borrower.             60
     3.16  Accuracy and Completeness of Information.      61
     SECTION 4.  COVENANTS OF THE COMPANY.                61
     4.01  Financial Statements and Other Reports.        61
     4.02  Existence.           65
     4.03  Compliance with Laws, Taxes, etc.              65
     4.04  ERISA.               66
     4.05  Assets and Insurance.     66
     4.06  Inspection, Visitation, etc.                   66
     4.07  Further Assurances.       66
     4.08  Indebtedness.        66
     4.09  Liens.               68
     4.10  Investments.         69
     4.11  Guarantees.          70
     4.12  Restriction on Fundamental Changes.            71
     4.13  Restricted Payments.      72
     4.14  Net Worth            72
     4.15  Leverage Ratio.      72
     4.16  Debt Service Coverage Ratio.                   72
     4.17  Servicing Portfolio.      72
     4.18  Investor Consents.        72
     4.19  Inconsistent Agreements.                       73
     4.20  Maintenance of Qualifications.                 73
     4.21  Independence of Covenants.                     73

     SECTION 5.  CONDITIONS PRECEDENT.                    73
     5.01  Conditions Precedent to Initial Advances       73
     5.02  Conditions Precedent to Each Advance           76

     SECTION 6.  EVENTS OF DEFAULT; REMEDIES.             77
     6.01  Events of Default.        77
     6.02  Remedies.            79

     SECTION 7.  THE AGENTS     80
     7.01  Appointment and Authorization.                 80
     7.02  Note Holders.        80
     7.03  Consultation With Counsel.                     80
     7.04  Documents.           80
     7.05  Agents and Affiliates.                         81
     7.06  Action by Agents.    82
     7.07  Credit Analysis.     82
     7.08  Notices of Event of Default, etc.              82
     7.09  Indemnification.     82
     7.10  Payments.            83
     7.11  Sharing of Payments.      83
     7.12  Advice to Lenders.        83
     7.13  Successor Agents.    84
     7.14  This Section Not Applicable To Borrower.       84

     SECTION 8.  MISCELLANEOUS.      84
     8.01  Waiver.              84
     8.02  Notices.             85
     8.03  Expenses; Indemnification.                     85
     8.04  Confidentiality.     86
     8.05  Releases, Amendments, Waivers, Consents and
          Exercise of Remedies.      86
     8.07  Severability of Provisions.                    91
     8.08  Survival.            91
     8.09  Execution Counterparts.                        91
     8.10  Governing Law; Waiver of Trial by Jury; Consent
          to Jurisdiction.      91
     8.11  Highest Lawful Rate.      92
     8.12  Entire Agreement.         92
                                                  Draft - 7/29/96
                                
                                
                                
                                
                                
                                
                                
                                
                                
                        CREDIT AGREEMENT
                                
                          by and among
                                
                 HARBOURTON MORTGAGE CO., L.P.,
                                
                    THE LENDERS PARTY HERETO,
                                
    FIRST BANK NATIONAL ASSOCIATION, as Administrative Agent,
                                
      THE BANK OF NEW YORK, RESIDENTIAL FUNDING CORPORATION AND
              BANK ONE, TEXAS NATIONAL ASSOCIATION,
                                
                   as Administrative Co-Agents
                                
                               and
                                
   TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Collateral and
                         Managing Agent
                                
                                
                                
                    Dated as of July 30, 1996