UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM 10-Q
                                
IXI  QUARTERLY  REPORT PURSUANT TO SECTION 13 OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997
                               OR

I   I      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
     THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to

Commission File Number 1-9742

               HARBOURTON FINANCIAL SERVICES L.P.
     (Exact name of registrant as specified in its charter)
                                
              DELAWARE                             52-1573349
(State  or  other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

         2530   S.   Parker   Road,  Suite  500,   Aurora,    CO
80014
(Address of principal executive offices)          (Zip Code)

 Registrant's telephone number, including area code:  (303) 745-
                              3661
                                
   Securities registered pursuant to Section 12(b) of the Act:

Title of each class             Name of each exchange on which registered
Preferred Units                          New York Stock Exchange

   Securities registered pursuant to Section 12(g) of the Act:
                              None
                                
Indicate by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section 13  or  15(d)  of  the
Securities Exchange Act of 1934 during the preceding  12  months
(or for such shorter period that the registrant was required  to
file  such  reports), and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes         X           No

At  May  14,  1997,  registrant had 41,169,558  Preferred  Units
outstanding.
                        TABLE OF CONTENTS
                                
                             PART I
                                
                                
Item      1.                                 Financial Statements

             Consolidated Balance Sheet as of December  31,
          1996                                                  3

              Consolidated  Statement  of  Net  Assets   in
          Liquidation as of March 31, 1997 (unaudited)          4

             Consolidated Statement of Operations  for  the
          Three Months Ended March 31, 1996 (unaudited)         5

            Consolidated Statement of Changes in Net Assets
          in  Liquidation For the Three Months Ended  March
          31, 1997 (unaudited)                                  6

             Consolidated Statement of Cash Flows  for  the
          Three Months Ended March 31, 1996 (unaudited)         7


             Notes  to  Consolidated  Financial  Statements
          March 31, 1997 (unaudited)                            8

Item      2.Management's Discussion and Analysis of Financial Condition 
             and Results  of Operations                         18

                             PART II

            SIGNATURES                                         23


<TABLE>
       HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES

                   Consolidated Balance Sheet
                     as of December 31, 1996
          (After Corporate Reorganization  --  Note 1)
                         (in thousands)
<S>                                                         <C>                                                          
ASSETS                                               
     Cash and cash equivalents                             $    1,951
     Mortgage loans held for sale, net                        214,609
     Mortgage loans held for investment, net of                 3,178
        reserves of $307
     CMO bonds, residual interests, investment            
        securities and SMATs, net of accumulated                3,583
        amortization of $577
     Notes receivable - affiliates                                587
     Investment in loans repurchased from GNMA                 40,127
        pools, net of reserves of $1,120
     Advances receivable, net of reserves of $3,984             5,709
     Mortgage servicing rights, net of accumulated             41,773
        amortization of $9,268
     Deferred acquisition, transaction and borrowing      
     costs, net of accumulated amortization of $1,075           2,825
     Property, equipment and leasehold improvements,      
         net of accumulated amortization of $4,567              5,773
     Investment in affiliates                                     405
     Due from affiliates                                           --
     Excess cost over identifiable tangible and           
         intangible assets acquired, net of accumulated         2,633
         amortization of $577
  Bulk and flow sales of servicing receivables                 52,658
  Other assets                                                  8,309
Total Assets                                                 $384,120
                                                     
LIABILITIES AND PARTNERS' CAPITAL                    
Liabilities:                                         
  Installment purchase and sale obligations -               $   1,303
    servicing
  Foreclosure, repurchase and indemnification        
    reserves                                                    6,403
  Lines of credit & short-term borrowings                     212,388
  Servicing facility                                           54,400
  Notes payable - affiliates                                   38,412
  Due to affiliates                                             1,678
  Accounts payable and other liabilities                       10,604
Total Liabilities                                             325,188
                                                     
Partners' Capital                                              58,932
                                                     
Total Liabilities and Partners' Capital                      $384,120
                                
The accompanying notes are an integral part of these unaudited
consolidated financial statements.

</TABLE>

<TABLE>
       HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES
                 (a partnership in liquidation)
                                
       Consolidated Statement of Net Assets in Liquidation
                      as of March 31, 1997
                          (in thousands)
                                                           
<S>                                                        <C>
Assets, at estimated realizable values:               
     Cash and cash equivalents                             $  7,147
     Mortgage loans held for sale, net                       17,556
     Mortgage loans held for investment, net                  2,327
     Investment securities                                      678
     Notes receivable - affiliates                              464
     Investment in loans repurchased from GNMA pools, net     3,117
     Advances receivable                                     11,345
     Mortgage servicing rights                               41,318
     Property, equipment and leasehold improvements           2,477
     Bulk and flow sales of servicing receivables            29,197
     Other assets                                            10,493
Total Assets                                               $126,119
                                                      
Less - Liabilities, at estimated settlement amounts:  
  Installment purchase and sale obligations -        
     servicing                                              $   800
  Foreclosure, repurchase and indemnification        
     reserves                                                 7,172
  Lines of credit                                            47,270
  Accounts payable and other liabilities                     13,272
Total Liabilities                                            68,515
                                                      
Net Assets in Liquidation                                   $57,604
                                                      
                                









The accompanying notes are an integral part of these unaudited
consolidated financial statements.

</TABLE>
       
<TABLE>
     HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES
              Consolidated Statement of Operations
                Three Months Ended March 31, 1996
                   (unaudited) (in thousands)
                                
<S>                                                          <C>                                
REVENUES

Loan servicing fees                                          $6,288
Ancillary income                                              1,948
Gain on sale of defaulted loans to affiliates                   664
Investment income net of interest expense on escrows          1,385
   Total servicing revenue                                   10,285

Gain on sale of mortgage loans and related mortgage 
   servicing rights                                           4,929
Interest income, net of related warehouse interest expense      927
Other production income                                       3,429
   Total production income - gross                            9,285

Other investment and interest income                            530
   Total Revenue                                             20,100

EXPENSES

Servicing costs                                               2,255
Prepayment costs and interest curtailments                      569
Provision for foreclosure losses                              2,093
Amortization of mortgage servicing rights less net            
   impairment recovery                                        2,344
   Total servicing expenses                                   7,261

Loan production and secondary marketing costs                 7,950

General and administrative costs, including management fees   1,488
Interest expense - term loans                                   775
Other interest expense                                          475
Other interest expense-affiliates, net of interest              
   income-affiliates                                            345
Other amortization and depreciation                             478
   Total Expenses                                            18,772

Net Income                                                $   1,328

Net Income per Preferred Unit, based on 41,902 weighted
   average Preferred Units outstanding                    $     .03


The accompanying notes are an integral part of these unaudited
consolidated financial statements.

</TABLE>

<TABLE>
       HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES
                 (a partnership in liquidation)
                                
 Consolidated Statement of Changes in Net Assets in Liquidation
            For the Three Months Ended March 31, 1997
                          (in thousands)
                                
                                
                                
<S>                                                         <C>                                                   
Net partners' equity at December 31, 1996                   $58,932
                                                   
Net loss  during the three months ended March 31, 1997       (2,718)
                                                     
Adjustment of carrying values of assets and          
liabilities to estimated realizable values and     
estimated settlement amounts, respectively, at     
March 31, 1997, upon adoption of liquidation
basis of accounting:
                                                   
     Mortgage loans held for sale                             1,393
     Mortgage servicing rights                                9,006
     Property, equipment and leasehold            
         improvements                                          (779)
     Foreclosure, repurchase and indemnification  
         reserves                                            (2,400)
     Other liabilities related to liquidation                (5,830)
     Other                                                     (814)
                                                   
                                                   
Net assets in liquidation at March 31, 1997                  $57,604
                                                   
                                                   
Preferred Units outstanding at March 31, 1997                 41,170
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of these unaudited
               consolidated financial statements.

</TABLE>

<TABLE>
       HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES
              Consolidated Statement of Cash Flows
                Three Months Ended March 31, 1996
                   (unaudited) (in thousands)

<S>                                                        <C>
Cash Flows From Operating Activities:

Net Income                                                  $   1,328
Adjustments to reconcile net income to net cash from 
   operating activities:
Gain on sale of defaulted loans                                  (664)
Gain on sale associated with retained servicing                (6,357)
Mortgage servicing rights valuation recovery                     (946)
Amortization and depreciation                                   3,767
Provision for foreclosure losses                                2,093
Changes in operating assets and liabilities:
   Mortgage loans held for sale and investment, net           (24,898)
   Advances receivable                                        (13,471)
   Other assets                                                (7,150)
   Due to/from affiliates                                       5,687
   Accounts payable and other liabilities                      (2,196)
Net Cash Flows From Operating Activities                      (42,807)

Net Cash Flows From Investing Activities:
Purchase of short-term investments                             (5,300)
Funding of deferred acquisition and transaction costs            (147)
Amortization of CMO bonds, residual interests, and 
   investment securities                                           98
Proceeds from sale of SMAT                                      3,064
Purchases of property and equipment                            (1,004)  
Net Cash Flows From Investing Activities                       (3,289)

Cash Flows from Financing Activities:
Principal payments on term loans                               (2,067)
Funding of deferred loan costs                                    (20)  
Term debt advances                                              3,444
Net borrowings on lines of credit and short-term 
   borrowings                                                  15,569
Net borrowings from notes payable-affiliates                   27,482 
Net Cash Flows From Financing Activities                       44,408

Decrease in cash and cash equivalents                          (1,688) 
Cash and cash equivalents at beginning of period                2,273
Cash and cash equivalents at end of period                  $     585





The accompanying notes are an integral part of these unaudited
consolidated financial statements.

</TABLE>

       HARBOURTON FINANCIAL SERVICES L.P. AND SUBSIDIARIES
                 (a partnership in liquidation)
                                
           Notes to Consolidated Financial Statements
              December 31, 1996 and March 31, 1997
                                
                                
Note 1.        Description of Business and Organization

Harbourton Financial Services L.P. ("HBT") was created  pursuant
to a Certificate of Limited Partnership filed with the Secretary
of  the  State  of  Delaware on August 12, 1987  and  a  limited
partnership  agreement  (the "HBT Agreement")  (as  amended  and
restated)  dated  as  of August 12, 1987.   Harbourton  Mortgage
Corporation  (the  "General Partner") was  incorporated  in  the
State  of  Delaware  on August 12, 1987.   The  General  Partner
manages  the  business  and affairs of  HBT  and  has  exclusive
authority  to act on behalf of HBT.  HBT's termination  date  is
December 31, 2050 unless sooner dissolved or terminated pursuant
to the HBT Agreement.  See Note 4, Liquidation of Partnership.

Harbourton Assignor Corporation ("Assignor Limited Partner")  is
the sole limited partner of HBT.  Pursuant to the HBT Agreement,
the  Assignor  Limited  Partner holds for  the  benefit  of  the
holders  of  the Preferred Units all of the limited  partnership
interests underlying such Preferred Units.  Each Preferred  Unit
is  evidenced by a beneficial assignment certificate,  which  is
issued  by  the  Assignor  Limited  Partner  and  HBT  in  fully
registered form.  Each holder of a Preferred Unit is entitled to
all  of  the  economic rights and interests  in  the  underlying
limited  partnership  interest  held  by  the  Assignor  Limited
Partner,  and each holder of a Preferred Unit has the  right  to
direct the Assignor Limited Partner on voting and certain  other
matters  with  respect  to such underlying  limited  partnership
interests.

HBT's  primary business activity is mortgage banking,  which  is
conducted   through   its  wholly-owned  subsidiary   Harbourton
Mortgage Co., L.P. ("HMCLP").  Mortgage banking consists of  (i)
mortgage  loan  servicing activities, including the  acquisition
and  sale of mortgage servicing rights, (ii) the origination and
purchase  of  mortgage loans, including the  securitization  and
sale  of  mortgage  loans  with  the  related  servicing  rights
retained  or released, and (iii) investments in other  mortgage-
related  securities.   HMCLP is an approved Government  National
Mortgage   Association  ("GNMA"),  Federal   National   Mortgage
Association ("FNMA"), and Federal Home Loan Mortgage Corporation
("Freddie  Mac")  licensee. HBT, HMCLP and its general  partners
Harbourton  Funding Corporation ("HFC"), and HMCLP's 50%  equity
investment  in HTP Financial, L.P. are hereinafter  collectively
referred to as the "Partnership" unless otherwise noted.

In general, each quarter the Partnership allocates 99% and 1% of
profits  and  losses  to the Preferred Unitholders  and  General
Partner, respectively, up to a maximum amount as defined in  the
HBT  Agreement  ("Participating  Amount").   This  Participating
Amount generally does not exceed the product of the cash or fair
value   of   property   contributed  to   the   Partnership   in
consideration  for  the  issuance of  Preferred  Units  and  the
appropriate  weighted  average  Treasury  Index.   Profits  that
exceed this Participating Amount, up to an additional amount  as
defined,  are  allocated 75%, 12.5% and 12.5% to  the  Preferred
Unitholders   ("Preferred   Amount"),   General   Partner    and
Subordinated   Unitholder,  respectively.   Preference   amounts
("Second  Preference") beyond these levels, up to an  additional
amount  as defined, are then allocated 62.5%, 18.75% and  18.75%
to  the  Preferred Unitholders, General Partner and Subordinated
Unitholder, respectively.  Preference amounts in excess  of  the
Second  Preference are then allocated 55%, 22.5%, and  22.5%  to
the  Preferred  Unitholders, General Partner,  and  Subordinated
Unitholder,  respectively.   Cash  distributions  are  allocated
approximately  in the same manner as allocated taxable  profits.
Losses  are  allocated  up  to the amount  of  the  sum  of  the
undistributed  Preferred Amount allocations,  Second  Preference
allocations   and  Participating  Amount  allocations   to   the
Preferred  Unitholders,  Subordinated Unitholders,  and  General
Partner in proportion to their respective interest in the sum of
such undistributed allocations.

After the allocation of profits or losses and the payment of  or
provision  for  all  debts, liabilities and obligations  of  the
Partnership,  liquidating distributions  are  allocated  to  the
General  Partner and Preferred and Subordinated  Unitholders  in
accordance  with  and in proportion to their respective  capital
account  balances  as  determined in  accordance  with  the  HBT
Agreement.   At  March  31,  1997, the Subordinated  Unitholders
capital  account balances totaled $0.  Management believes  that
there  will  be  no  liquidating  distributions  distributed  to
Subordinated Unitholders.

Note 2.   Summary    of    Significant    Accounting    Policies
          (Consolidated Balance Sheet at December 31,  1996  and
          Statement  of Operations and Cash Flows for the  Three
          Months  Ended March 31, 1996 - Going Concern Basis  of
          Accounting)

Basis  of  Presentation - The consolidated financial  statements
primarily  include the accounts of HBT, HMCLP, HFC,  and  a  50%
equity   interest   in  HTP.  All  intercompany   accounts   and
transactions have been eliminated in consolidation.

Cash and Cash Equivalents - Cash and cash equivalents consist of
cash  on  hand  and  in  banks and short-term  instruments  with
original maturities of three months or less.

Mortgage Loans Held for Sale - Mortgage loans held for sale  are
stated  at  the  lower of aggregate cost, net of  deferred  loan
production fees and costs, or market value.

Mortgage  Loans  Held for Investment - Mortgage loans  held  for
investment are stated at the amount of unpaid principal, reduced
by  an  allowance  for  loan  losses,  based  upon  management's
evaluation  of the economic conditions of borrowers,  loan  loss
experience,  collateral value and other relevant factors,  which
approximates the lower of cost or market.

Investment   in  Loans  Repurchased  from  GNMA  Pools   -   The
Partnership  has  repurchased loans from  GNMA  pools  which  it
services.

Advances  Receivable  -  Funds  advanced  for  mortgagor  escrow
deficits,  foreclosures  and  other  investor  requirements  are
recorded  as advances receivable in the consolidated  statements
of   financial   condition.   Such  receivables  are   generally
recoverable from the insurers or guarantors, which are generally
government agencies, or the mortgagors through increased monthly
payments, as applicable.  A reserve for uncollectible items  has
been   established   for  those  receivables  which   management
estimates are not recoverable.

Mortgage Servicing Rights - The Partnership capitalizes the cost
of  mortgage  servicing  rights  and  amortizes  such  costs  in
proportion  to,  and  over  the  period  of,  estimated   future
undiscounted net servicing income.

Collateralized  Mortgage  Obligation  ("CMO")  Bonds,   Residual
Interests,  Investment  Securities,  and  Securitized   Mortgage
Acceptance Trusts ("SMATs") - The Partnership classifies its CMO
bonds,  residual  interests,  and  SMATs  portfolio  as  trading
securities  since the securities are being held with the  intent
of  selling them in the near term.  Accordingly, such assets are
stated  at  fair  value  and unrealized  gains  and  losses  are
recognized   in   earnings.   The  Partnership  classifies   its
investment securities as available for sale.  Accordingly,  such
assets  are stated at fair value and unrealized gains and losses
are recognized as a component of partners' capital.

Deferred Acquisition, Transaction and Borrowing Costs - Deferred
borrowing  costs  are amortized over the life of  the  servicing
facility   agreement  using  the  straight-line   method   which
approximates   the   effective   interest   method.     Deferred
acquisition and transaction costs are amortized over a period of
five to fifteen years using the straight-line method.

Property,  Equipment  and  Leasehold  Improvements  -  Property,
equipment  and leasehold improvements are stated  at  cost  less
accumulated  depreciation.  Depreciation is computed  using  the
straight-line  method over the assets' useful lives,  which  are
estimated to be 30 years for depreciable real property and 2  to
15  years  for  furniture,  fixtures and  equipment.   Leasehold
improvements are amortized using the straight-line  method  over
the lease life.

Investment in Affiliates - HMCLP recorded its 50% investment  in
HTP  based on the equity method of accounting for the year ended
December 31, 1996.

Excess  Cost  Over  Identifiable Tangible and Intangible  Assets
Acquired - Excess cost over identifiable tangible and intangible
assets acquired is amortized using the straight-line method over
15 years.

Loan  Servicing  Fees and Servicing Costs - Loan servicing  fees
are  based  on a contractual percentage of the unpaid  principal
balance  of  the related loans and are recognized in  income  as
earned. Servicing costs are charged to operations as incurred.

Investment  Income  Net of Interest Expense - Investment  income
net  of interest expense includes primarily the gain on sale  of
reinstated  loans,  interest  income  on  investment  in   loans
repurchased from GNMA pools, net of interest expense on  related
borrowings  to  fund such investments and the  earnings  derived
from the servicing portfolio custodial balances.

Loan  Production Fees and Costs - Certain direct loan production
fees and costs associated with mortgage loans held for sale  are
deferred until the related loans are sold.

Foreclosure,   Repurchase,   and  Indemnification   Reserves   -
Foreclosure  reserves are maintained to provide for an  estimate
of  the  losses associated with delinquent loans  and  loans  in
foreclosure or bankruptcy ("Defaulted Loans").  The reserves are
established  based on management's expectations  and  historical
loss experience and are adjusted periodically through charges to
current  operations to reflect changes in the  Defaulted  Loans,
net   of  actual  charge-offs.   In  addition,  the  Partnership
establishes foreclosure reserves related to Defaulted Loans  for
each  purchased  servicing asset at the time of  acquisition  in
accordance with its existing reserve policy.

As part of its production operations, the Partnership is subject
to certain repurchase and indemnification provisions through its
contractual  agreements with the investors  to  which  it  sells
mortgage  loans.   These provisions generally provide  that  the
Partnership  repurchase  from the investor,  mortgage  loans  in
which  an origination (i.e., underwriting) defect is discovered.
The  investor, however, may require the Partnership to indemnify
them  against  losses  that result from  an  origination  defect
rather  than  repurchase  the loan.  The  reserve  is  based  on
management's  expectations and historical loss experience.   The
provisions  for this reserve are charged against loan production
and secondary marketing costs.

Income  Taxes - The Partnership is a limited partnership and  is
not   liable  for  federal  income  taxes,  however,  individual
unitholders have liability for income taxes.  As a result of the
provisions  currently in the tax law, the Partnership  could  be
taxed  as a corporation for federal income tax purposes for  its
tax year beginning on January 1, 1998.

Use  of  Estimates - The preparation of financial statements  in
conformity   with   generally  accepted  accounting   principles
requires  management  to  make estimates  and  assumptions  that
affect  the  reported  amounts of  assets  and  liabilities  and
disclosure of contingent assets and liabilities at the  date  of
the  consolidated financial statements and the reported  amounts
of  revenues  and expenses during the reporting period.   Actual
results could differ from those estimates.

Note 3.       Summary   of   Significant   Accounting   Policies
          (Consolidated  Statement of Net Assets in  Liquidation
          as  of  March  31, 1997 and Consolidated Statement  of
          Changes  in  Net Assets in Liquidation For  the  Three
          Months  Ended  March 31, 1997 - Liquidation  Basis  of
          Accounting)

All  statements contained herein, as well as statements made  in
press  releases  and oral statements that may  be  made  by  the
Partnership,  the General Partner or by officers,  directors  or
employees  of  the  General Partner acting on the  Partnership's
behalf,  that are not statements of historical fact,  constitute
"forward-looking statements" within the meaning of  the  Private
Securities  Litigation Reform Act of 1995.  Such forward-looking
statements  involve known and unknown risks,  uncertainties  and
other  factors  that  could  cause the  actual  results  of  the
liquidation  or operations of the Partnership to  be  materially
different  from  historical results or from any  future  results
expressed or implied by such forward-looking statements.   Among
the  factors  that could materially affect such  forward-looking
statements are the following:  market conditions in the mortgage
banking industry, prevailing interest rates, the realization  of
contingent  payments owing to the Partnership, the Partnership's
ability  to dispose of its remaining assets at expected  prices,
the  settlement of and provision for contingent liabilities  and
claims,  the length of time required to complete the disposition
of  the  Partnerships assets and the Partnership's  liquidation,
the  actual costs incurred in the liquidation, general  business
and  economic  conditions and other risk factors described  from
time  to time in the Company's reports filed with the Securities
and Exchange Commission ("SEC").  All cautionary statements made
herein should be read as being applicable to all forward-looking
statements  by  or  on behalf of the Partnership  wherever  they
appear,  including,  but not limited to, all subsequent  written
and oral forward-looking statements.

Basis  of  Presentation - The consolidated financial  statements
primarily  include  the accounts of HBT,  HMCLP,  and  HFC.  All
intercompany  accounts and transactions have been eliminated  in
consolidation. As a result of the Partnership's determination to
liquidate during January 1997 (see Note 3), the Partnership  has
changed its basis of accounting from a going concern basis to  a
liquidation basis of accounting.  Under the liquidation basis of
accounting, carrying values of assets are presented at estimated
net realizable values and liabilities are presented at estimated
settlement  amounts.   The basis for determining  estimated  net
realizable values and estimated settlement amounts are described
below.   In  addition,  secured  obligations  have  been  offset
against the related assets as described below.

Mortgage Loans Held for Sale - Mortgage loans held for sale  are
stated at their estimated realizable value, including the  value
for the related servicing rights, which was determined based  on
the  mandatory and optional forward commitments matched  against
applicable loans and servicing rights.  Mortgage loans held  for
sale  have  been  offset  by the Partnership's  related  secured
obligation totaling approximately $193.9 million.

Mortgage  Loans  Held for Investment - Mortgage loans  held  for
investment are stated at the amount of unpaid principal, reduced
by  an  allowance  for  loan  losses,  based  upon  management's
evaluation  of the economic conditions of borrowers,  loan  loss
experience,  collateral value and other relevant factors,  which
approximates estimated net realizable value.

Investment  Securities  - Investment securities  are  stated  at
their estimated realizable value which was determined based on a
third-party sale which occurred subsequent to March 31, 1997.

Investment in Loans Repurchased from GNMA Pools - The investment
in  loans repurchased from GNMA pools consists of the amount  of
unpaid  principal,  interest, and funds advanced  for  mortgagor
escrow deficits, foreclosures and other investor requirements. A
reserve  for uncollectible items (based on loan types  and  loan
loss  experience)  has  been established for  those  receivables
which  management estimates are not recoverable. The  investment
in   loans  repurchased  from  GNMA  pools,  which  approximates
estimated  net  realizable value, has also been  offset  by  the
Partnership's  related secured obligation totaling approximately
$28.1 million.

Advances  Receivable - Advances receivable,  which  approximates
estimated  net realizable value, represents funds  advanced  for
mortgagor  escrow  deficits,  foreclosures  and  other  investor
requirements  and are  generally recoverable from  the  insurers  or
guarantors,  which  are generally government  agencies,  or  the
mortgagors through increased monthly payments, as applicable.  A
reserve  for uncollectible items (based on loan types  and  loan
loss  experience)   has been established for  those  receivables
which management estimates are not recoverable and is reflected
in foreclosure, repurchase and indemnification reserves in the
accompanying consolidated financial statements.

Mortgage Servicing Rights - Mortgage servicing rights are stated
at  their  net  estimated realizable value which was  determined
based on recently completed transactions and current third-party
negotiations.

Property,  Equipment  and  Leasehold  Improvements  -  Property,
equipment  and  leasehold improvements are stated  at  estimated
realizable  value which was determined based on  current  third-
party  negotiations  and  management's estimate  of  liquidation
value.

Foreclosure,   Repurchase,   and  Indemnification   Reserves   -
Foreclosure  reserves are maintained to provide for an  estimate
of  the  losses associated with delinquent loans  and  loans  in
foreclosure or bankruptcy ("Defaulted Loans"). The reserves  are
established  based on management's expectations  and  historical
loss experience.

As part of its production operations, the Partnership is subject
to certain repurchase and indemnification provisions through its
contractual  agreements with the investors  to  which  it  sells
mortgage  loans.   These provisions generally provide  that  the
Partnership  repurchase  from the investor,  mortgage  loans  in
which  an origination (i.e., underwriting) defect is discovered.
The  investor, however, may require the Partnership to indemnify
them  against  losses  that result from  an  origination  defect
rather  than  repurchase  the loan.  The  reserve  is  based  on
management's expectations and historical loss experience.

Lines of Credit - The Partnership's lines of credit consists  of
working  capital revolving lines of credit which are secured  by
mortgage  loans held for investment, mortgage servicing  rights,
and  advances receivable and substantially all other  assets  of
the Partnership not secured by other debt.

Other  Assets and Liabilities - All other assets and liabilities
not  described  above are stated at book value which  management
believes  approximates estimated realizable values and estimated
settlement amounts.  In addition, in accordance with liquidation
basis   accounting,  a  liability  has  been   established   for
anticipated  operating expenses in excess of operating  revenues
during the liquidation period.

Note 4.   Liquidation of Partnership

On January 31, 1997, pursuant to the HBT Agreement (as  amended
and  restated)  the  Board of Directors of the  General  Partner
determined that there was a substantial risk that an Adverse Tax
Consequence (as defined below) would occur within one  year  and
that  it  was in the best interests of the Partnership  and  the
holders    of    beneficial   interests   in   the   Partnership
(collectively,  "Unitholders") to sell or otherwise  dispose  of
all  of  the  assets  of the Partnership and  to  liquidate  the
Partnership  as  soon  as reasonably practicable.   Pursuant  to
Section 8.10 of the HBT Agreement, in the event that the General
Partner  reasonably believes that within one  year  there  is  a
substantial  risk of the Partnership being treated  for  federal
income   tax   purposes  as  a  corporation  (an  "Adverse   Tax
Consequence")   as   a  result  of,  among   other   things,   a
reclassification of the Partnership as a corporation  under  the
Revenue Act of 1987 (the " 1987 Act") for its first taxable year
beginning after December 31, 1997, the General Partner may  take
certain   actions  (described  further  below),  including   the
liquidation of the Partnership, upon not less than 30 days prior
written notice to the Partners and the Unitholders unless, prior
to  the taking of such action, the Unitholders shall have  voted
against  such  action by a vote of at least  two-thirds  of  all
Limited Partnership Interests in the Partnership. Affiliates  of
HBT  and the General Partner are the owners of approximately 85%
of the issued and outstanding Preferred Units, and thus, no vote
will be taken.
     
Under  existing  tax  law,  the  Partnership  is  treated  as  a
partnership  and  is  not  separately  taxed  on  its  earnings.
Rather, income (or loss) of the Partnership is allocated to  the
Unitholders pursuant to the terms of the HBT Agreement (see Note
1)  and  is  included  by them in determining  their  individual
taxable incomes, subject to certain special rules applicable  to
publicly  traded  partnerships.  By contrast, a  corporation  is
subject  to  tax  on  its  net  income  and  any  dividends   or
liquidating distributions paid to stockholders are then  subject
to  a  second tax at the stockholder level.  Accordingly,  under
current tax law, the Partnership enjoys a tax advantage  over  a
similarly situated entity which is taxed as a corporation.
     
The 1987 Act generally requires publicly traded partnerships  to
be  taxed  as corporations. However, under the 1987 Act existing
partnerships, such as the Partnership, were allowed to  continue
to  be  treated as partnerships for federal income tax  purposes
for  all  taxable years commencing on or prior to  December  31,
1997.   Thereafter,  the  Partnership  will  be  treated  as   a
corporation  for  federal  income tax purposes  unless  contrary
legislation is enacted prior to December 31, 1997.

From  time to time, legislation has been introduced in  Congress
that  would have the effect of extending the December  31,  1997
grandfather   date  or  eliminating  altogether   the   relevant
provisions  of  the  1987  Act.   However,  to  date   no   such
legislation has passed both houses of Congress and, in the  best
judgment  of the General Partner, it was doubtful that any  such
legislation  would  be  enacted  prior  to  December  31,  1997.
Accordingly,  the  General Partner believed  that  there  was  a
substantial risk that an Adverse Tax Consequence would occur for
the   Partnership's   first   taxable   year   beginning   after
December 31, 1997.

Pursuant  to  Section  8.10 of the HBT  Agreement,  the  General
Partner  has  the right to take one of several  actions  in  the
event  that  it  believes there is a substantial  risk  that  an
Adverse  Tax  Consequence  will  occur  within  one  year.   For
instance,  the  General Partner has the  power  to  (a)  modify,
restructure  or  reorganize the Partnership as a corporation,  a
trust  or  other  type  of  legal  entity,  (b)  liquidate   the
Partnership, (c) halt or limit trading in the Units or cause the
Units  to  be delisted from the NYSE, or (d) impose restrictions
on  the transfer of Units.  In addition, the General Partner can
continue  the  Partnership and allow  it  to  be  treated  as  a
corporation for federal income tax purposes.

The General Partner believes that the consolidation taking place
in  the  mortgage  banking industry makes it difficult  for  the
Partnership to compete effectively with market participants that
are  larger  and  more  readily able  to  recognize  substantial
economies  of  scale in their operations than  the  Partnership.
The  General  Partner believes that the loss of partnership  tax
treatment  would  eliminate an offsetting competitive  advantage
which  the Partnership has.  These factors weighed in  favor  of
liquidating  the Partnership rather than attempting to  continue
the Partnership's business in its present or some other form.

Although  no  assurances  can  be  given,  the  General  Partner
believes that substantially all of the Partnership's assets  can
be  disposed  of and liabilities can be settled  in  an  orderly
fashion by the end of 1997.

Disposition  of  Assets  -  See  "Management's  Discussion   and
Analysis  of  Financial Condition and Results  of  Operations  -
Liquidation of Assets"

Wind Down of Operations - Upon completion of the disposition  of
the  Partnership's  assets and settlement  of  liabilities,  the
Partnership will be required to wind down the operations of  the
disposed  units  including, without limitation, the  production,
servicing and related general administration functions including
financial reporting and accounting.  Upon completion of the wind
down  functions, the Partnership will be required  to  terminate
employees  not  hired  by the purchasers  of  the  Partnership's
business units.  Towards this end, the Partnership has announced
and  provided  notice  of termination (in  accordance  with  the
Worker's  Adjustment and Retraining Notification Act,  WARN)  to
all  employees located in its corporate headquarters located  in
Aurora, Colorado (approximately 140 employees). Accordingly,  at
March  31,  1997,  the Partnership has provided for  anticipated
severance  costs  which include a component  to  induce  certain
notified  employees to remain until the liquidation is  complete
in  order to ensure the Partnership meets all its obligations to
its  investors  and  creditors.   Additional  announcements  and
additional severance costs may be needed based on the outcome of
the disposition of the Partnership's other business units (e.g.,
the servicing operation).

Liquidating  Distribution - Once the assets of  the  Partnership
have been sold and the Partnership's creditors have been paid in
full, or adequate provision for such payment has been made,  the
General  Partner  will cause the Partnership to pay  liquidating
distributions to Unitholders upon the surrender of their  Units.
While   the   exact   timing  and  nature  of  any   liquidating
distributions cannot be precisely determined at this  time,  the
Partnership will not make any distributions prior to the  fourth
quarter  of  1997.   However,  because  of  the  nature  of  the
Partnership's  business,  it is possible  that  Unitholders  may
receive  a  portion of their distributions in  the  form  of  an
interest  in another entity, such as a liquidating  trust.   Any
such interests would not, in all likelihood, be transferable  by
a Unitholder.

During  1997, the Partnership may incur additional expense  and
liabilities associated with its liquidation, including,  without
limitation, expenses incurred in connection with the disposition
of  its business operations and its winding down.  In order  for
distributions to be made to the Unitholders at the end of  1997,
the  General Partner will have to make provision for  the  post-
1997  liabilities of the Partnership, by means of a  liquidating
trust,  an  arrangement with another entity, or other procedure.
The   post-1997   liabilities  represent  obligations   of   the
Partnership which will survive beyond December 31, 1997, such as
indemnification  or  repurchase  obligations  with  respect   to
mortgage loans and servicing rights sold or to be sold in  prior
periods  or in 1997 or indemnification obligations with  respect
to  business operations sold or to be sold in 1997.  The  actual
amount  of  such  additional expenses  to  be  incurred  by  the
Partnership in 1997 may be different from those estimated and is
dependent  in part on factors beyond the Partnership's  control,
such  as  the  timing and difficulty of the disposition  of  the
Partnership's   assets  and  the  winding-down   process.     In
addition,  the net amount ultimately available for  distribution
from  the  liquidated Partnership depends on many  unpredictable
factors, such as the amounts ultimately realized on the sale  of
the  remaining  assets, carrying costs of the  assets  prior  to
sale,  collection  of  receivables,  settlement  of  claims  and
commitments,  the  amount  of  revenue  and  expenses   of   the
Partnership until completely liquidated and other uncertainties.

Federal  Income Tax Consequences of Liquidation  -  Any  taxable
gain  or loss recognized by the Partnership on the sale  of  its
assets  in  connection with the liquidation  will  be  allocated
among  the  Partners for income tax purposes in accordance  with
the  HBT Agreement.  Assuming that a Partner's interest  in  the
Partnership  is liquidated entirely for cash during  1997,  then
the  Partner  will realize gain or loss to the extent  that  the
cash  received  is  greater or less than the Partner's  adjusted
income  tax  basis in his or her partnership interest,  and  the
Partner  will  be  permitted  to  claim  any  losses  from   the
Partnership  which  were previously suspended  under  the  rules
regarding  losses from passive activities.  Special rules  would
apply, however, if a Partner did not receive a full distribution
in  cash  of  his or her interest in the Partnership during  the
year. After the payment of or provision for all  debts, liabilities
and obligations and the allocation of income  (loss),  liquidating
distributions are allocated to the General Partner and Preferred
and   Subordinated  Unitholders  in  accordance  with   and   in
proportion  to  their  respective capital  account  balances  as
determined in accordance with the HBT Agreement.

Note 5.   Contingencies

On  March 18, 1997, HMCLP and certain other affiliates were sued
in  Federal  Court  in the Eastern District  of  Virginia  by  a
mortgage  loan borrower alleging, on behalf of the borrower  and
on  behalf  of an alleged class of similarly situated  borrowers
from  HMCLP since March 17, 1996, that certain payments made  by
HMCLP  to  a  mortgage broker in connection with the plaintiff's
loan,  and  loans  to members of the purported  class,  violated
Section  8  of  RESPA.   This suit is in  the  early  stages  of
discovery.  Management expects to defend the suit vigorously.

Item  2.    Management's  Discussion and Analysis  of  Financial
Condition and Results of Operations

All  statements contained herein, as well as statements made  in
press  releases  and oral statements that may  be  made  by  the
Partnership,  the General Partner or by officers,  directors  or
employees  of  the  General Partner acting on the  Partnership's
behalf,  that are not statements of historical fact,  constitute
"forward-looking statements" within the meaning of  the  Private
Securities  Litigation Reform Act of 1995.  Such forward-looking
statements  involve known and unknown risks,  uncertainties  and
other  factors  that  could  cause the  actual  results  of  the
liquidation  or operations of the Partnership to  be  materially
different  from  historical results or from any  future  results
expressed or implied by such forward-looking statements.   Among
the  factors  that could materially affect such  forward-looking
statements are the following:  market conditions in the mortgage
banking industry, prevailing interest rates, the realization  of
contingent  payments owing to the Partnership, the Partnership's
ability  to dispose of its remaining assets at expected  prices,
the  settlement of and provision for contingent liabilities  and
claims,  the length of time required to complete the disposition
of  the  Partnerships assets and the Partnership's  liquidation,
the  actual costs incurred in the liquidation, general  business
and  economic  conditions and other risk factors described  from
time  to time in the Company's reports filed with the Securities
and Exchange Commission ("SEC").  All cautionary statements made
herein should be read as being applicable to all forward-looking
statements  by  or  on behalf of the Partnership  wherever  they
appear,  including,  but not limited to, all subsequent  written
and oral forward-looking statements.

The  following  is management's discussion and analysis  of  the
financial   condition   and  results  of   operations   of   the
Partnership.   The  discussion and analysis should  be  read  in
conjunction with the financial statements included herein.

Recent Developments

Liquidation of Partnership and Subsequent Events
On  January 31, 1997, pursuant to the HBT Agreement (as  amended
and  restated)  the  Board of Directors of the  General  Partner
determined that there was a substantial risk that an Adverse Tax
Consequence (as defined below) would occur within one  year  and
that  it  was in the best interests of the Partnership  and  the
holders    of    beneficial   interests   in   the   Partnership
(collectively,  "Unitholders") to sell or otherwise  dispose  of
all  of  the  assets  of the Partnership and  to  liquidate  the
Partnership  as  soon  as reasonably practicable.   Pursuant  to
Section 8.10 of the HBT Agreement, in the event that the General
Partner  reasonably believes that within one  year  there  is  a
substantial  risk of the Partnership being treated  for  federal
income   tax   purposes  as  a  corporation  (an  "Adverse   Tax
Consequence")   as   a  result  of,  among   other   things,   a
reclassification of the Partnership as a corporation  under  the
Revenue Act of 1987 (the " 1987 Act") for its first taxable year
beginning after December 31, 1997, the General Partner may  take
certain   actions  (described  further  below),  including   the
liquidation of the Partnership, upon not less than 30 days prior
written notice to the Partners and the Unitholders unless, prior
to  the taking of such action, the Unitholders shall have  voted
against  such  action by a vote of at least  two-thirds  of  all
Limited Partnership Interests in the Partnership. Affiliates  of
HBT  and the General Partner are the owners of approximately 85%
of the issued and outstanding Preferred Units, and thus, no vote
will be taken.
     
Liquidation of Assets

During  the  first  quarter of 1997, the Partnership  began  the
process  of  liquidating  its assets.  The  disposition  of  the
Partnership's  significant assets can  be  summarized  into  the
following  categories:  i) wholesale production operations,  ii)
retail  production operations, iii) remaining servicing  assets,
iv) servicing operation, and v) other assets.

Wholesale Production Operations
On March 31, 1997, the Partnership's subsidiary, HMCLP, sold its
wholesale   loan  production  branch  operations  to   CrossLand
Mortgage  Corp.  ("CrossLand"), a subsidiary of  First  Security
Corporation, for approximately $4 million in cash.  In addition,
HMCLP  will  receive an earnout payment based on  the  aggregate
principal  amount of loans generated, between $1.5  billion  and
$4.0  billion,  from  the  transferred  facilities  during   the
thirteen  months following the closing date of March  31,  1997.
If  the  aggregate principal amount of loans generated  is  less
than  $1.5 billion, the Partnership will not receive an  earnout
payment.   If  CrossLand maintains the same volume of  wholesale
loan  originations  as HMCLP experienced in 1996  (approximately
$2.8  billion),  this earnout payment would total  approximately
$3.3  million.  Management has established a receivable for  75%
of  this  estimated amount which was recorded as a component  of
other  assets  in  the accompanying March 31, 1997  consolidated
financial   statements.   The  purchase  did  not  include   the
wholesale mortgage loan pipeline being processed by HMCLP at the
time  of  the sale.  These excluded loans will be processed  and
closed  for  HMCLP's  account  by  CrossLand  pursuant   to   an
administrative   services   agreement   between   the   parties.
Management has recognized the inherent value of the pipeline and
related  costs  to  process  and  close  such  loans  through  a
reduction  in the net operating expenses in excess of  operating
revenues.
     
Retail Production Operations
On  March  19,  1997, HMCLP sold a majority of its  retail  loan
production branch operations to an unaffiliated third party  for
an amount approximately equal to the net book value of the fixed
assets  owned  by  the  retail branches. The  purchase  did  not
include  the  retail mortgage loan pipeline being  processed  by
HMCLP  at  the time of the sale.  These excluded loans  will  be
processed  and  closed for HMCLP's account by  the  unaffiliated
third  party  pursuant to an administrative  services  agreement
between the parties.  Management has recognized the inherent value 
of the pipeline and related costs to process and close such loans 
through a reduction in the net operating expenses in excess of 
operating revenues.

Remaining Servicing Assets
As  of  March  31, 1997, the Partnership's  servicing  portfolio
totaled  approximately $3.2 billion.  Effective April 30,  1997,
the  Partnership executed a purchase and sale agreement with  an
unrelated   third  party  for  the  sale  of  the  Partnership's
servicing  rights related to non-recourse FNMA and  Freddie  Mac
loans  and  GNMA  loans with unpaid principal balances  totaling
approximately  $1.5  billion.  The  transfer  of  the  servicing
responsibilities is expected to occur in June and July 1997. Net
proceeds  from  the sale are expected to be approximately  $25.2
million  and will be used to reduce the Partnership's  servicing
facility.

The  Partnership,  with  the  assistance  of  Bayview  Financial
Trading  Group,  Inc.,  is continuing to  market  the  remaining
servicing  portfolio.   Based  on preliminary  discussions  with
potential  buyers  for  such servicing  and  signed  letters  of
intent,  the  Partnership estimates that  it  will  receive  net
proceeds  of  approximately  $16.1 million.   The  net  proceeds
received for the sale of the remaining servicing portfolio could
be  impacted by changes in market conditions including,  without
limitation, changes in prevailing interest rates.

Servicing Operation
The  Partnership is currently in negotiations with an  unrelated
third-party  to  sell its National Servicing Center  located  in
Scottsbluff,  Nebraska.   The  Partnership's  Servicing  Center,
including   the   operations,  facilities,  fixed   assets   and
employees,   is   being  marketed  for  sale  along   with   the
Partnership's GNMA pool buyout and reinstatement unit,  and  its
streamline  refinance  capability. The  carrying  value  of  the
remaining  facilities and fixed assets is reflected at estimated
net   realizable  value  in  the  accompanying  March  31,  1997
consolidated financial statements.

Mortgage Loans Held for Investment
During the first quarter of 1997, the Partnership sold a portion
of  its  mortgage  loans held for investment portfolio  totaling
approximately  $3.0  million to an  unrelated  third  party  for
approximately $2.8 million.  An unrealized loss of approximately
$0.2   million  was  provided  for  in  the  December  31,  1996
consolidated financial statements and realized during the  first
quarter of 1997.  It is anticipated that any additional mortgage
loans  repurchased during 1997 and the remaining portfolio  will
be marketed and sold in a similar fashion.

CMO Bonds, Residual Interests, Investment Securities and SMATs
During  the first quarter of 1997, the Partnership sold its  CMO
bond  and  residual interest portfolio, except for certain  non-
economic  residual interests (with a book value of $0), totaling
approximately  $1.2  million  to  unrelated  third  parties  for
approximately $3.1 million.  An unrealized gain of approximately
$1.9  million was provided for, in accordance with SFAS No. 115,
in the December 31, 1996 consolidated financial statements.  The
Partnership  is  continuing to market  for  sale  its  remaining
portfolio.  The  estimated realizable  value  of  the  remaining
portfolio was approximately $0.7 million at March 31, 1997 which
was based on actual sale amounts received in April 1997.

Investment in Loans Repurchased from GNMA Pools
The  Partnership  has negotiated a sales  transaction with an 
unrelated third party  to  acquire  a
substantial portion of its investment in loans repurchased  from
GNMA  pools.   The Partnership has sold  these
assets  for  an amount that approximates its net book  value  at
March 31, 1997.

Other
The  Partnership  is currently in the process of  marketing  its
remaining  assets (not discussed above) for sale.  In  addition,
the  Partnership  will  market  and  dispose  of  its  remaining
operating receivables and operating payables which are reflected
at  their  current estimated liquidation amounts and  settlement
amounts,   respectively,   in   the  accompanying   consolidated
statement  of  net assets in liquidation as of March  31,  1997.
Operating  receivables  (reflected  as  other  assets   in   the
accompanying   consolidated   financial   statements)   consists
primarily  of  production operation receivables,  mortgage  loan
interest  receivables,  trade receivables,  and  prepaid  assets
(e.g.,  insurance and maintenance contracts). Operating payables
(reflected  as  accounts payable and other  liabilities  in  the
accompanying   consolidated   financial   statements)   consists
primarily of production operation payables, interest payables on
lines  of  credit  and  other debt, and trade  payables  and  an
estimate  of operating expenses in excess of operating  revenues
expected to be incurred through liquidation.  The actual amounts
realized  from  the  sale of the Partnership's  assets  and  the
actual   settlement  amounts  of  the  Partnership's   remaining
liabilities could differ materially from their current  carrying
values.

Reduction in Borrowing Facilities

On May 1, 1997, the Partnership reduced its credit facilities to
a  $30  million  revolving servicing facility, a  $37.5  million
working  capital  line of credit, and a $200  million  revolving
committed warehouse facility.

                   PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings

On  March 18, 1997, HMCLP and certain other affiliates were sued
in  Federal  Court  in the Eastern District  of  Virginia  by  a
mortgage  loan borrower alleging, on behalf of the borrower  and
on  behalf  of an alleged class of similarly situated  borrowers
from  HMCLP since March 17, 1996, that certain payments made  by
HMCLP  to  a  mortgage broker in connection with the plaintiff's
loan,  and  loans  to members of the purported  class,  violated
Section  8  of  RESPA.   This suit is in  the  early  stages  of
discovery.  Management expects to defend the suit vigorously.

Item 2.   Changes in Securities

None.

Item 3.   Defaults Upon Senior Securities

None.

Item 4.   Submission of Matters to a Vote of Security Holders

None.

Item 5.   Other Information

None.

Item 6.   Exhibits and Reports on Form 8-K

a.  Exhibits:

            1)   Sale  by  Harbourton  Mortgage  Co.,  L.P.  and
                 Harbourton   Funding  Corporation to   CrossLand
                 Mortgage Corp.

b.  Reports on Form 8-K:

          1)   Press Release, dated February 3, 1997 (announcing the 
               decision to liquidate the Partnership and the sale
               of HBT's wholesale production operations to CrossLand 
               Mortgage Corp. (8-K filed February 4, 1997)
          2)   Notice to Unitholders, dated February 6, 1997 (8-K filed
               February 13, 1997)

                           SIGNATURES
                                
Pursuant  to  the  requirements of Section 13 or  15(d)  of  the
Securities Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf by  the  undersigned,
thereunto duly authorized.

                 HARBOURTON MORTGAGE CO., L.P.

                     By:   Harbourton Mortgage Corporation,  its
                           General Partner


Signatures            Title                        Date
                                                   
s/ Jack W. Schakett   Chief Executive Officer and  May 15, 1997
                      Director of
Jack W. Schakett      the     General     Partner  
                      (Principal        Executive
                      Officer)
                                                   
s/ Paul A. Szymanski  Chief Financial Officer and  May 15, 1997
                      Secretary
Paul A. Szymanski                                  
                                                   
s/ Brent F. Dupes     Executive Vice President     May 15, 1997
Brent F. Dupes                                     
                                                   
s/ Bill L. Reid III   Chief Accounting Officer     May 15, 1997
Bill L. Reid III                                   






EXHIBIT     EXHIBIT      EXHIBIT    EXHIBIT    EXHIBIT    EXHIBIT





                    Asset Purchase Agreement
                  Relating to the Acquisition
                      of Certain Assets of
                 Harbourton Mortgage Co., L.P.
               and Harbourton Funding Corporation
                               by
                    CrossLand Mortgage Corp.

                       February 28, 1997

                    Asset Purchase Agreement


          This Asset Purchase Agreement (this AAgreement@), is
entered into as of the 28th day of February, 1997, by and among
Harbourton Mortgage Co., L.P., a Delaware limited partnership
(AHarbourton@), Harbourton Financial Services L.P., a Delaware
limited partnership (AHFS@), Harbourton Funding Corporation, a
Delaware corporation (AHarFunding@) (Harbourton, HFS and
HarFunding collectively, the ASeller@),, Harbourton Holdings,
L.P., a Delaware limited partnership (AHarbourton Holdings@),
and CrossLand Mortgage Corp., a Utah corporation (ACrossLand@).


                            Recitals

          A.  Harbourton operates a wholesale and retail
mortgage banking business.

          B.  HFS owns 99% of the partnership units of
Harbourton.  HarFunding owns the remaining 1% of the partnership
units of Harbourton, and is a wholly owned subsidiary of HFS.

          C.  Harbourton Holdings owns approximately an 85%
beneficial interest in HFS.

          D.  The Seller is willing to sell, and CrossLand is
willing to purchase, certain of the Seller's assets related to
its wholesale residential (one to four family) loan production
(newly originated) branch operations (the ABusiness@), as more
specifically identified below, upon the terms and subject to the
conditions set forth in this Agreement.


                            Agreement

          In consideration of the foregoing recitals and of the
mutual covenants and promises contained herein, and for other
good and valuable consideration, the receipt and adequacy of
which the parties hereby acknowledge, the parties hereto agree
as follows:

          1.  Purchase and Sale of Assets and Certain Related
Transactions.

               1.1  Purchase and Sale.  Subject to the terms and
conditions of this Agreement, and for the consideration set
forth herein, Seller shall at the Closing (as defined in Section
0, below) sell, convey, assign, transfer and deliver to
CrossLand, and CrossLand shall purchase and acquire from Seller,
all of Seller's right, title and interest in and to (together,
the APurchased Assets@):

                    (a)  certain branch offices of Harbourton,
          as listed in Schedule 1.1(a) hereto (the AHarbourton
          Branches@);

                    (b)  all furniture, fixtures and equipment
          located or used on the premises of the Harbourton
          Branches at the Closing Date including without
          limitation those items listed on Schedule 1.1(b)-1
          hereto (the AFixed Assets@), except those specific
          items identified on Schedule 1.1(b)-2 hereto (the
          AExcluded Assets@);

                    (c)  the name AWestern Sunrise Mortgage@ and
          all variations thereof (the AService Mark@), pursuant
          to a Service Mark Assignment substantially in the form
          attached hereto as Exhibit A (the AService Mark
          Assignment@);

                    (d)  all advertising and promotional
          materials and similar materials relating to the
          Harbourton Branches, the Fixed Assets and the Service
          Mark; and

                    (e)  all contracts and leases listed on
          Schedule 1.1(e) hereto (the AAssigned Contracts@);

                    (f)  all prepaid obligations of the Seller
          related to the Fixed Assets, the Harbourton Branches
          and the Assigned Contracts, including without
          limitation those listed on Schedule 1.1(f) (the
          APrepaid Assets@).

               1.2  Exclusion of Pipeline Loans.  Except as
specifically provided herein, and subject to the provisions of
the Administrative Services Agreement described in Section 1.6,
excluded from the Purchased Assets are all Harbourton loans
which, as of the Closing Date, (i) have a rate lock (regardless
of the closing status of the loan) and such rate lock has not
expired (ARate-Locked Loans@), or (ii) if not rate locked,
either have been registered with Harbourton and have an active
Harbourton loan number, or have been submitted to Harbourton for
approval (ANonrate-Locked Loans;@ collectively, with the Rate-
Locked Loans, the APipeline Loans@).  The parties agree to
identify the Pipeline Loans, and prepare and attach a Schedule
1.2 to this Agreement listing such loans, as soon as possible
after the Closing Date, but in any event within five (5)
business days after the Closing Date.

               1.3  Limited Assumption of Liabilities.  Subject
to the terms and conditions of this Agreement, from and after
the Closing Date, CrossLand shall assume, pursuant to an
Assignment, Assumption and Bill of Sale substantially in the
form attached hereto as Exhibit B (the AAssignment and
Assumption Agreement@), the following specific liabilities and
no others (the AAssumed Liabilities@):

               (a) Liabilities and obligations identified on
          Schedule 1.3 to this Agreement;  and

               (b)  Liabilities and obligations pursuant to the
          Assigned Contracts as listed on Schedule 1.1(e)
          (excluding any liability or obligation relating to or
          arising out of such Assigned Contracts as a result of
          (A) any breach of such Assigned Contracts occurring
          prior to the Closing Date, (B) any violation of law,
          breach of warranty, tort or infringement occurring
          prior to the Closing Date, or (C) with respect to the
          foregoing items (A) and (B), any related charge,
          complaint, action, suit, proceeding, hearing,
          investigation, claim or demand).

               1.4  Seller's Other Debts, Liabilities and
Obligations.  The parties hereby acknowledge and agree that all
debts, claims, contracts, obligations and liabilities whatsoever
of Seller, other than under the Assumed Liabilities, shall be
the sole responsibility of Seller, and that CrossLand is not
assuming, and shall not be obligated or deemed to assume, any
other debt, claim, contract, obligation or liability of Seller.

               1.5  Sample Employment Agreement.  Subject to the
terms and conditions of this Agreement and conditioned upon the
closing of this transaction, CrossLand shall at the Closing
enter into an employment agreement with Cindy Sample (ASample@)
in substantially the form attached to this Agreement as Exhibit
C (the ASample Employment Agreement@), pursuant to which
CrossLand will employ Sample for a term of two (2) years from
the Closing Date.

               1.6  Administrative Services Agreement.  Subject
to the terms and conditions of this Agreement and conditioned
upon the closing of this transaction, Harbourton and CrossLand
shall at the Closing enter into an Administrative Services
Agreement, in substantially the form set forth in Exhibit D
attached hereto, pursuant to which CrossLand shall perform those
functions reasonably necessary to close the Pipeline Loans on
behalf of Harbourton on the terms and subject to the conditions
set forth therein.

               1.7  Retail Administrative Services Agreement.
In the event Harbourton has not closed a sale or other
disposition of the retail origination branches not acquired by
CrossLand hereunder, as identified in Schedule 1.7 hereto (the
ARetail Branches@) on or prior to the Closing Date, the parties
shall enter into a Retail Administrative Services Agreement, in
substantially the form set forth in Exhibit E attached hereto,
pursuant to which, for a period of ninety (90) days from and
after the Closing Date, CrossLand will provide management
oversight services to Harbourton for such Retail Branches
(excluding daily operating functions).  CrossLand will use its
reasonable best efforts to have Kevin Ryan, Ed Muckerman and the
retail underwriting management provide such services.  On or
before the Closing Date, Harbourton shall identify the Retail
Branches that will be subject to the Retail Administrative
Services Agreement and prepare a supplement to Schedule 1.7
listing such Retail Branches.

               1.8  Goodwill.  The parties acknowledge and agree
that along with the sale of the Purchased Assets, at the
Closing, the Seller is transferring to the Purchaser Seller's
goodwill associated with the Business.
          2.  Purchase Price.

               2.1  Purchase Price.  Subject to the terms and
conditions of this Agreement, CrossLand shall pay to Seller for
the purchase of the Purchased Assets, an amount equal to (a) Two
Million Three Hundred Fifty Thousand Dollars ($2,350,000), plus
(b) an Incentive Earnout, as defined below (together, the
AFranchise Value Purchase Price@), plus (c) the net book value
of the Fixed Assets as reflected on Harbourton's financial
statements as of the Closing Date calculated in accordance with
generally accepted accounting principles as historically applied
by Harbourton (the AFixed Asset Purchase Price@), plus (d) an
amount equal to the amount of Prepaid Assets as of the Closing
Date (the APrepaid Assets Purchase Price;@ the Franchise Value
Purchase Price, the Fixed Asset Purchase Price and the Prepaid
Assets Purchase Price being together called the APurchase
Price@).

               2.2  Incentive Earnout.

                    (a)  Calculation.  The Incentive Earnout
          shall be an amount equal to (i) Twenty-five basis
          points (.25%) multiplied by (ii) the Eligible
          Production Volume, as defined herein.  AEligible
          Production Volume@ shall mean such of the cumulated
          Production Volume, as defined below, closed by all the
          Harbourton Branches during the Incentive Period, as
          defined below, in excess of $1.5 billion and less than
          $4 billion.  In no event shall the Incentive Earnout
          exceed an aggregate total of $6.25 million.

                    (b)  Definition of AProduction Volume.@
          AProduction Volume@ for each Harbourton Branch shall
          mean the principal dollar amount of those loans closed
          by such branch, excluding any Pipeline Loans except as
          specifically provided for herein.

                    (c)  Definition of AIncentive Period.@
          AIncentive Period@ shall mean that period commencing
          on the Closing Date and ending on the same numerical
          day as the Closing Date in the thirteenth (13)
          calendar month after the month in which the Closing
          Date falls.  For example, if the Closing Date is
          January 13, 1997, the Incentive Period shall extend
          from January 13, 1997 to February 13, 1998.

                    (d)  Consolidation of Branches.  In the
          event CrossLand consolidates any of the Harbourton
          Branches with any CrossLand branch office, for
          purposes of the Incentive Earnout, the Production
          Volume for such consolidated branch shall be equal to
          (i) the Production Volume of such consolidated branch
          multiplied by (ii) the Volume Percentage (as defined
          below).  The AVolume Percentage@ shall be calculated
          as (w) the Production Volume of the consolidating
          Harbourton Branch for the twelve (12) full calendar
          months just prior to the Closing Date, divided by (x)
          the sum of the Production Volume of both the
          consolidating Harbourton Branch and the consolidating
          CrossLand branch for the twelve (12) full calendar
          months just prior to the Closing Date.  In the event
          that either the consolidating Harbourton Branch or
          CrossLand Branch has been in existence less than
          twelve (12) full calendar months prior to the Closing
          Date, the AVolume Percentage@ shall be calculated as
          (y) the Production Volume of the consolidating Har
          bourton Branch for the three (3) full calendar months
          just prior to the Closing Date, divided by (z) the sum
          of the Production Volume of both the consolidating
          Harbourton Branch and the consolidating CrossLand
          branch for the three (3) full calendar months just
          prior to the Closing Date.

               2.3  Payment of the Purchase Price.  CrossLand
shall pay the Purchase Price to Seller as follows:

                    (a)  Closing Cash Payment.  CrossLand shall
          pay to Seller at the Closing in cash or other
          immediately available funds (the AClosing Cash Pay
          ment@) at such place and to such party as Harbourton
          may direct, an amount equal to (i) Two Million Three
          Hundred Fifty Thousand Dollars ($2,350,000), plus
          (ii) the net book value of the Fixed Assets as
          reflected on Harbourton's financial statements dated
          as of December 31, 1996, attached hereto as Schedule
          2.3(a), less an amount equal to the estimated
          depreciation on the Fixed Assets for the period from
          December 31, 1996 up to the Closing Date (the ADecem
          ber 31 Net Value@).

                    (b)  Post-Closing Calculation of the Fixed
          Asset Purchase Price and Payment Adjustment.  Within
          thirty (30) days following the Closing Date, the
          parties shall calculate the Fixed Asset Purchase Price
          and shall prepare and attach a Schedule 2.3(b)
          reflecting such Fixed Asset Purchase Price.

                              (1)  In the event that the Fixed
               Asset Purchase Price is greater than the Decem
               ber 31 Net Value, CrossLand shall pay to Seller
               in cash or other immediately available funds the
               difference between the Fixed Asset Purchase Price
               and the December 31 Net Value within thirty (30)
               days after the determination of the Fixed Asset
               Purchase Price.

                              (2)  In the event that the Fixed
               Asset Purchase Price is less than the December 31
               Net Value, Seller shall pay to CrossLand in cash
               or other immediately available funds the
               difference between the December 31 Net Value and
               the Fixed Asset Purchase Price within thirty (30)
               days after the determination of the Fixed Asset
               Purchase Price.

                    (c)  Post-Closing Calculation of the Prepaid
          Assets Purchase Price and Payment.  Within thirty (30)
          days following the Closing, Seller shall prepare and
          attach a supplement to Schedule 1.1(f) reflecting the
          amount of Prepaid Assets as of the Closing Date.  Upon
          approval by CrossLand of such supplement to Schedule
          1.1(f) and the Prepaid Assets Purchase Price reflected
          therein, which such consent or challenge to the
          supplement must be made within ten (10) days of Cross
          Land's receipt of such supplement and which approval
          may not be unreasonably withheld, CrossLand shall pay
          to Seller in cash or other immediately available funds
          an amount equal to the Prepaid Assets Purchase Price.

                    (d)  Incentive Earnout Payments.

                              (i)  Monthly Incentive Payments.
               The Incentive Earnout, if any, shall be paid in
               monthly installments (the AMonthly Incentive
               Payments@), payable within thirty (30) days after
               the end of the calendar month in which such
               Monthly Incentive Payment accrues.  The Monthly
               Incentive Payments shall accrue only on that
               portion of the Production Volume closed during
               the month that meets the definition of Eligible
               Production Volume and shall in any event cease
               accruing upon the expiration of the Incentive
               Period.  Until the Production Volume meets the
               definition of Eligible Production Volume, within
               thirty (30) days after the end of each calendar
               month, CrossLand shall deliver to Harbourton a
               report of the Production Volume closed during the
               month in the form of Exhibit F.

                              (ii)  Calculation of Monthly
               Incentive Payments.  Upon accrual of a Monthly
               Incentive Payment, the Monthly Incentive Payment
               shall be calculated as an amount equal to (i)
               that portion of Production Volume for the
               Harbourton Branches closed during the month that
               qualifies as Eligible Production Volume,
               multiplied by (ii) Twenty-five basis points
               (.25%).

                              (iii)  Adjustments to
               Calculations.  On each payment date for the
               Monthly Incentive Payment, CrossLand shall
               deliver to Harbourton the calculation (and
               supporting worksheets, as appropriate) with
               respect to such payment in the form of Exhibit F.
               Harbourton shall have fifteen (15) days to object
               to such calculation, after which period Harbour
               ton shall be deemed to have accepted such calcu
               lation.  In the event Harbourton objects to the
               amount of such payment it shall notify CrossLand
               of such objection within said fifteen (15) day
               period.  Thereafter, the parties shall work
               together to resolve such dispute.  If the parties
               are unable to resolve the dispute within sixty
               (60) days of the receipt by CrossLand of the
               notice of objection, then the calculation of the
               applicable payments shall be made by an
               independent, nationally recognized CPA firm, to
               be mutually agreed upon by the parties, which
               determination by such CPA firm shall be binding
               on the parties.  The parties shall share equally
               the costs associated with any such determinations
               made by the CPA firm.

               2.4  Allocation of Purchase Price.  The Purchase
Price shall be allocated among the Purchased Assets as set forth
in Schedule 0 to this Agreement.

               2.5  Transfer Taxes.  CrossLand shall pay any
sales, use or other taxes imposed by reason of the transfer of
the Purchased Assets as provided herein; provided, however, that
Seller shall be solely responsible for its income taxes.
CrossLand and Seller shall cooperate to seek exemptions, if
available, from sales tax which may be applicable to the
transfers contemplated hereby.

               2.6  Proration of Expenses.  The parties shall
prorate any expenses related to the Purchased Assets paid
before, on or after the Closing Date that cover a period in
which the Closing Date falls and that are not accounted for as
part of the Prepaid Assets or that are not otherwise expressly
provided for in this Agreement.  Seller shall promptly notify
vendors of the sale of its assets to CrossLand and shall request
that vendors bill Seller for services provided and goods used
prior to the Closing Date, and bill CrossLand for services
provided and goods used on or after the Closing Date.  In the
event that either Seller or CrossLand receives invoices that
include charges for services provided or goods used during the
period in which the Closing Date falls, the party receiving the
invoice will promptly process the invoice and pay for all the
services accruing during the month in which the Closing Date
falls.  A copy of the invoice with the proration calculation
shall be provided to the other party with a reimbursement
request.  The reimbursement payment shall be made within fifteen
(15) calendar days of the receipt of the request.  Invoices that
only include charges for periods for which the other party is
solely responsible shall be promptly forwarded to and paid
directly by the responsible party.

          3.  Closing.

               3.1  Closing.  The closing of the transactions
contemplated herein (the AClosing@) shall be held, subject to
the provisions of Sections 0 and 0 of this Agreement, at the
offices of Ray, Quinney & Nebeker, 79 South Main Street, Salt
Lake City, Utah,  10:00 a.m. local time on Monday, March 31,
1997, or at such other time and date or such other location
agreed by the parties (the AClosing Date@).

               3.2  Conveyances at Closing.

                    (a)  Instruments.  To effect the transfers
          described in Section 0 hereof, Seller shall, on the
          Closing Date, subject to the terms and conditions of
          this Agreement, execute and deliver to CrossLand:

                              (i)  one or more bills of sale,
               deeds, assignments, endorsements and other
               instruments of conveyance and transfer (together,
               the ABills of Sale@) reasonably requested by
               CrossLand, conveying to CrossLand in the
               aggregate all the Purchased Assets together with
               the goodwill of Seller associated with the
               Business; the Bills of Sale shall warrant to
               CrossLand that the Purchased Assets are
               transferred to CrossLand free and clear of all
               debts, liens, security interests, mortgages,
               trusts, infringements, claims and other
               liabilities or encumbrances whatsoever except as
               specifically permitted by this Agreement;

                              (ii)  the Assignment and
               Assumption Agreement;

                              (iii)  the Service Mark
               Assignment;

                              (iv)  such lessor and landlord
               consents as are required under any of the leases
               assigned in the Assigned Contracts;

                              (v)  such other consents,
               approvals or authorizations of third parties
               necessary to transfer and assign the Purchased
               Assets to CrossLand except for leases of office
               equipment and the sublease of the Aurora,
               Colorado, office;

                              (vi)  such other certificates and
               instruments as shall be reasonably requested by
               CrossLand in order to vest in CrossLand title in
               and to the Purchased Assets in accordance with
               the provisions of this Agreement.

                    (b)  Form of Instruments.  All of the
          foregoing instruments shall be in form and substance,
          and shall be executed and delivered in a manner,
          reasonably satisfactory to CrossLand and Harbourton
          and their respective legal counsel.

               3.3  Other Deliveries at Closing.  In addition to
the foregoing matters, subject to the terms and conditions of
this Agreement, at the Closing:

                    (a)  Purchased Assets.  Seller shall deliver
          to CrossLand possession of all the Purchased Assets at
          their respective locations on the date hereof (or if
          subsequently acquired, at the location where used by
          Seller).

                    (b)  Purchase Price.  CrossLand shall
          deliver to Seller the Closing Cash Payment.

                    (c)  Non-Compete Agreement.  David Mills
          (AMills@) shall execute and deliver a Non-Compete
          Agreement in substantially the form attached hereto as
          Exhibit G (the ANon-Compete Agreement@).

                    (d)  Administrative Services Agreement.  The
          parties shall have executed and delivered the
          Administrative Services Agreement.

                    (e)  Retail Administrative Services
          Agreement.  The parties shall have executed and
          delivered the Retail Administrative Services Agree
          ment, if applicable pursuant to Section 0 above.

                    (f)  Other Deliveries.  Each party shall
          take such other actions, and shall execute and deliver
          such other instruments or documents, as shall be
          required under Sections 0 and 0 hereof.

          4.  Representations and Warranties of the Seller.
Each of Seller hereby represents and warrants to CrossLand as
follows:

               4.1  Organization.  Harbourton is a limited
partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware.  HFS is a
limited partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware.  Harbourton
Funding is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
Harbourton Holdings is a limited partnership duly organized,
validly existing and in good standing under the laws of the
State of Delaware.  HFS owns 99% of the partnership units of
Harbourton.  HarFunding owns the remaining 1% of the partnership
units of Harbourton, and is a wholly owned subsidiary of HFS.
Harbourton Holdings owns approximately an 85% direct or indirect
beneficial interest in HFS, and Harbourton Holdings and its
subsidiaries are entitled to no less than 84% of the all
distributions, whether or not triggered by liquidation, made by
HFS to its partners.

               4.2  Authority.  Each of the Seller and
Harbourton Holdings has all necessary partnership or corporate
power and authority to enter into this Agreement and the other
documents and agreements contemplated hereby, to consummate the
transactions contemplated hereby and thereby, and to perform its
obligations hereunder and thereunder.  The execution and
delivery of this Agreement and the performance of its obliga
tions under this Agreement by each of Seller and Harbourton
Holdings have been duly authorized by all necessary partnership
or corporate action, as the case may be.  This Agreement has
been duly executed and delivered by each of Seller and
Harbourton Holdings and is a valid and binding obligation of
each of them, enforceable against each in accordance with its
terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to
creditor's rights generally or by equitable principles (whether
considered in an action at law or in equity) and other customary
limitations on enforceability.

               4.3  No Violation.  Neither the execution and
delivery of this Agreement by Seller or Harbourton Holdings, nor
the consummation by Seller or Harbourton Holdings of the transac
tions with respect to such party contemplated hereby, nor
compliance by Seller or Harbourton Holdings with any of the
terms or provisions hereof, will (i) conflict with or result in
a breach of any provision of the Certificate of Limited
Partnership or Partnership Agreement of Harbourton, HFS or
Harbourton Holdings, respectively, or conflict with or result in
a breach of any provision of the Articles of Incorporation,
Bylaws or other organizing documents of HarFunding, (ii) violate
any statute, code, ordinance, rule, regulation, judgment, order,
writ, decree or injunction applicable to Seller, Harbourton Hold
ings or any of the Purchased Assets, (iii) except as disclosed
on Schedule 4.14, violate, conflict with, result in a material
breach of any provisions of, constitute a material default (or
an event which, with notice or lapse of time, or both, would
constitute a material default) under, result in the termination
of, accelerate the performance required by, or result in a right
of termination or acceleration of any Assigned Contract, or
(iv) result in the creation of any encumbrance upon any of the
Purchased Assets.

               4.4  Taxes.  Seller has paid in a timely manner
all federal, state and local taxes, assessments and levies of
every kind, character or description, including but not limited
to ad valorem taxes and assessments for improvements imposed
upon Seller or payable by Seller, and sales and use taxes
collectible or payable by Seller, which could constitute a lien
on the Purchased Assets and which are payable by Seller with
respect to periods prior to, and are due and payable on or
before, the Closing Date.

               4.5  Service Mark.  Upon the Closing of this
transaction, CrossLand shall have all rights to use the Service
Mark in the manner in which Harbourton used it prior to Closing.
Harbourton has all rights, power and authority to transfer the
Service Mark in accordance with this Agreement.

               4.6  Title to Purchased Assets.  Except as set
forth in Schedule 0 to this Agreement, Seller has good title to
all the Purchased Assets, free and clear of all debts, liens,
security interests, mortgages, trusts, claims, lien and
encumbrances and liabilities whatsoever; except, however, that
with respect to each parcel of leased real property or item of
leased personal property, Harbourton has a valid leasehold
interest therein.

               4.7  Prepaid Obligations.  Schedule 1.1(f)
contains a complete and accurate listing of all of the Prepaid
Assets as of December 31, 1996, and their amounts, constituting
all prepaid obligations of Seller related to the Fixed Assets,
the Harbourton Branches and the Assigned Contracts.  When
delivered, the supplement to Schedule 1.1(f) will contain a
complete and accurate listing of all of the Prepaid Assets as of
the Closing Date, and their amounts, and will constitute all
prepaid obligations of Seller related to the Fixed Assets, the
Harbourton Branches and the Assigned Contracts.

               4.8  Assigned Contracts.  Each Assigned Contract
is in full force and effect.  Seller is not in material breach
of or default under any Assigned Contract, and no event has
occurred which with notice or lapse of time or both would
constitute a material breach or default by Seller of, or permit
termination, modification, or acceleration against Seller under,
any Assigned Contract.  Seller has not received any notice that
it has breached any term, condition or covenant of any Assigned
Contract.  Seller has not repudiated or waived any material
provision of any Assigned Contract.  No other party to any
Assigned Contract is in default in any respect thereunder.  Each
lease or sublease agreement identified on Schedule 1.1(e) is
legal, valid, binding, enforceable and in full force and effect
as against Seller and, to the knowledge of Seller, as against
the landlord, is fully assignable to CrossLand (or Seller has
obtained or will have obtained before Closing, the consent of
the lessor to such assignment), and will at the Closing be
legal, valid, binding, enforceable and in full force and effect.

               4.9  Financial Statements.  Seller and Harbourton
Holdings have previously delivered to CrossLand copies of
(i) the audited financial statements (the AHarbourton Audited
Financial Statements@) of Harbourton for the year ended December
31, 1995, with reports on all such audited financial statements
by Seller's independent accountants, (ii) the unaudited interim
consolidated financial statements (the AHarbourton Interim
Financial Statements@) of Harbourton dated September 30, 1996,
(iii) the Form 10-K for HFS for the year ended December 31,
1995, and (iv) the Form 10-Q for HFS for the quarter ended
September 30, 1996 ((iii) and (iv) referred to herein as the
AHFS Financials@) (the Harbourton Audited Financial Statements,
the Harbourton Interim Financial Statements and the HFS
Financials are collectively referred to herein as the AHarbour
ton Financial Statements@), copies of which are contained in
Schedule 4.9 hereto.  The Harbourton Audited and Interim
Financial Statements have been prepared in accordance with GAAP
applied on a consistent basis throughout the periods covered by
such statements and fairly present in all material respects the
financial position of Harbourton as of the respective dates
thereof, the results of its operations and the changes in its
financial position for the respective periods covered thereby;
provided, however, that the interim statements are subject to
normal year-end adjustments and the absence of footnote
disclosure.

               4.10  Undisclosed Liabilities. Seller has no
liabilities or obligations of any nature, whether accrued,
absolute, contingent or otherwise, asserted or unasserted, known
or unknown, that materially and adversely affect the Purchased
Assets except for (a) liabilities and obligations stated or
adequately reserved against on Harbourton's Balance Sheet dated
December 31, 1996, or liabilities and obligations not required
to be disclosed on a balance sheet prepared in accordance with
GAAP which have been incurred in the ordinary course of business
on or prior to such date, (b) liabilities and obligations
specifically identified in Schedule 4.10, Schedule 4.13 or
Schedule 4.14 hereto, and (c) liabilities or obligations
incurred in the ordinary course of business consistent with past
practice since December 31, 1996 or incurred in connection with
this Agreement or the transactions contemplated hereunder.

               4.11  No Material Adverse Change.  Since January
31, 1997, the Purchased Assets, in the aggregate, and the
business of Seller's wholesale residential (one to four family)
loan production branches, taken as a whole, have not suffered a
material adverse change except for (i) those changes resulting
from any changes in law, regulations, guidelines, judicial
decisions, or accounting practice which are generally applicable
to the wholesale residential (one to four family) loan
production business, (ii) changes in general economic or
financial conditions or other changes generally prevailing in
the wholesale residential (one to four family) loan production
business (including without limitation changes in interest rates
for residential mortgages), (iii) changes resulting from the
actions of CrossLand or its representatives, and (iv) changes
contemplated by this Agreement.

               4.12  Litigation.  Except as set forth on
Schedule 4.12 to this Agreement, there are no actions, suits or
proceedings involving Seller pending or, to the best knowledge
of Seller and Harbourton Holdings, threatened against or
affecting any of the Purchased Assets or the consummation of the
transactions contemplated hereby, at law or in equity or before
or by any governmental authority or instrumentality or before
any arbitrator of any kind, which could have a material adverse
effect upon the Purchased Assets.

               4.13  Compliance with Law.  The conduct by Seller
of its business does not violate or infringe any domestic or
foreign laws, statutes, ordinances, rules or regulations, the
enforcement of which, individually or in the aggregate, would
materially and adversely affect the Purchased Assets.  Except as
set forth on Schedule 4.13 to this Agreement, Seller has not
received any written notification alleging, nor do any of them
have knowledge of, any uncured violation of any applicable
statutes, rules, regulations, ordinances, codes, orders,
licenses, permits or authorizations, as such now apply to the
Purchased Assets.

               4.14  Consents and Approvals.  Except as set
forth on Schedule 4.14 hereto, no consent, approval or
authorization of, or declaration, filing or registration with
any governmental or regulatory authority, or any person or
entity, is required to be made or obtained by Seller in
connection with the execution, delivery and performance of this
Agreement and the other certificates, agreements and documents
contemplated hereby, and the consummation of the transactions
contemplated hereby and thereby.

               4.15  Absence of Brokerage Commissions, Etc.  All
negotiations relative to this Agreement and the transactions
contemplated hereby have been carried on by Seller directly with
CrossLand without the participation or intervention of any other
person, firm or corporation employed or engaged by or on behalf
of Seller in such a manner as to give rise to any valid claim
against Seller or CrossLand for a brokerage commission, finder's
fee or like payment, except for the involvement of The Stratmor
Group.  CrossLand shall pay any and all fees due to The Stratmor
Group for its services related to this Agreement.

               4.16  Pipeline Loans.  When delivered, Schedule
1.2 will contain a listing complete and accurate in all material
respects of the Pipeline Loans, together with the proposed loan
amount, interest rate, loan type, and closing date.

               4.17  Employees.  In connection with the
operation of the Business, Seller has complied in all material
respects with all applicable laws relating to the employment of
labor, including provisions thereof relating to wages, hours,
equal opportunity, collective bargaining and the payment of
social security and other taxes.  Except as set forth in
Schedule 4.17, there are no administrative charges or court com
plaints pending or, to the best knowledge of Seller, threatened
against Seller before the U.S. Equal Employment Opportunity
Commission or any state or federal court or agency concerning
alleged employment discrimination or any other matters relating
to the employment of labor in connection with the Business.
There is no unfair labor practice charge or complaint pending
or, to the best knowledge of Seller, threatened against Seller
before the National Labor Relations Board or any similar state
or local body.  Within the last three (3) years, Seller has not
experienced any union organization attempts, labor disputes or
work stoppage or slowdowns due to labor disagreements.  There is
no labor strike, dispute, work stoppage or slowdown pending or,
to the best knowledge of Seller, threatened.  There is no
request for representation pending and no question concerning
representation has been raised.  There is no grievance or
arbitration proceeding pending.  Seller is not a party to any
labor or union agreement.

               4.18  Employee Benefit Plans.

                    (a)  Schedule 4.18 contains a true and
          complete list of each Aemployee benefit plan@ (within
          the meaning of Section 3(3) of ERISA (including
          without limitation multiemployer plans within the
          meaning of ERISA Section 3(37)), stock purchase, stock
          option, severance, employment, change-in-control,
          fringe benefit, collective bargaining, bonus,
          incentive, deferred compensation, severance and all
          other employee benefit plans, agreements, programs,
          and policies generally applicable to employees in the
          Business (after the lapse of any waiting period or
          similar eligibility requirement) which is maintained
          by Seller or any of its affiliates and legally
          binding.  All such plans, agreements, programs, and
          policies shall be collectively referred to as the
          AHarbourton Plans.@  Except as provided in Section 13
          or as otherwise agreed by CrossLand (for example, in
          its offer of employment to Transferring Employees),
          following the Closing CrossLand shall not be liable to
          any employee or former employee of Seller under the
          Harbourton Plans or any other arrangement, plan or
          policy of the Seller, whether formal or informal, oral
          or written, or otherwise.

                    (b)  With respect to each Harbourton Plan,
          Seller has delivered or made available to CrossLand a
          current, accurate and complete copy of the most recent
          determination letter, if applicable.

                    (c)  Except as disclosed on Schedule 4.18
          hereto, (A) each Harbourton Plan which is an "employee
          benefit plan" within the meaning of Section 3(3) of
          ERISA has been established and administered
          substantially in accordance with its terms and in
          compliance in all material respects with the
          applicable provisions of ERISA, the Code and other
          applicable laws, rules and regulations; and (B) each
          Harbourton Plan which is intended to be qualified
          within the meaning of section 401(a) of the Code is so
          qualified and has received a favorable determination
          letter as to its qualification, or application has
          been made to the Internal Revenue Service for the
          issuance of such letter and nothing has occurred,
          whether by action or failure to act, that would cause
          the loss of such qualification or would prevent such
          letter from being issued.

                    (d)  No Harbourton Plan is a multiemployer
          plan within the meaning of Section 4001(a)(3) of ERISA
          subject to Title IV of ERISA.  The only Harbourton
          Plan which is an Aemployee pension plan@ within the
          meaning of ERISA Section 3(2) is the Harbourton
          Holdings, L.P. 401(k) Profit Sharing Plan (the
          AHarbourton 401(k) plan@) listed on Schedule 4.18.

               4.19  Environmental Issues.  As of the Closing
Date, (i) the Harbourton Branches are not contaminated by and do
not contain Hazardous Material in any regulated form or
quantity, whether contained in construction or fill materials or
used to any material extent or stored thereon or therein, and
(ii) neither Seller nor, to the best knowledge of Seller, any
other owner, operator, tenant or other occupant or user of the
Harbourton Branches has received any summons, citation,
directive, letter, order, information request, notice of
violation (NOV) or other communication, written or oral, from
any local, state or federal agency or department concerning any
known, alleged or suspected intentional or unintentional action
or omission by any person which may have resulted in the
Disposal of Hazardous Material on, in or under the Harbourton
Branches (other than matters which have been fully and finally
resolved to the satisfaction of each governmental agency or
department involved) which could have a material adverse affect
on the Purchased Assets.

          For purposes hereof, the following terms shall be
defined as follows:

               ADisposal of Hazardous Material@ shall mean any
          emitting, releasing, spilling, leaking, pumping, pour
          ing, emptying, disposing or dumping of any Hazardous
          Material into air or waters (including ground water)
          or onto lands.

               AEnvironmental Laws@ shall mean all federal,
          state and local laws and ordinances pertaining to the
          generation, manufacture, refining, recycling,
          treatment, handling, use, storage, transportation,
          disposal and cleanup of hazardous, radioactive,
          reactive, flammable, infectious, toxic or dangerous
          substances or materials or the protection of public
          health or of the environment, including without
          limitation the Comprehensive Environmental Response,
          Compensation and Liability Act of 1980 (42 U.S.C. ''
          9601, et seq.), the Resource Conservation and Recovery
          Act of 1976 (42 U.S.C. '' 6901, et seq.), the Toxic
          Substances Control Act (15 U.S.C. '' 2601, et seq.),
          the Clean Air Act (42 U.S.C. '' 7401, et seq.), the
          Federal Water Pollution Control Act (33 U.S.C.
          '' 1251, et seq.), and any similar state law,
          including all amendments thereto and all regulations
          promulgated thereunder.

               AHazardous Material@ shall mean oil, petroleum,
          petroleum products, asbestos, PCB's, dioxins and any
          other pollutants, contaminants, hazardous substances,
          hazardous wastes and toxic or dangerous substances or
          materials as defined in or regulated under any Environ
          mental Laws.

          5.  Covenants of Seller

               5.1  Negative Covenants.  Except as otherwise
specifically contemplated hereby, between the date hereof and
the Closing Date, or the time when this Agreement terminates as
provided below, Seller shall not, without the prior written
authorization of CrossLand, allow or cause Seller to:

                    (a)  Conduct and Preservation of the
          Business.  Except as contemplated by this Agreement,
          take or fail to take any commercially reasonable
          action which (i) causes Harbourton or HarFunding not
          to conduct its wholesale residential (one to four
          family) branch production operations in a manner
          consistent with industry standards, except to the
          extent Harbourton or HarFunding is precluded from
          acting in such fashion due to the actions of CrossLand
          or its representatives or due to the terms of this
          Agreement, or (ii) causes or is likely to cause a
          breach of Section 4.11.

                    (b)  Purchased Assets.  Sell, agree to sell
          or otherwise dispose of any of the Purchased Assets in
          excess of an aggregate of $10,000 other than in the
          ordinary course of business and consistent with past
          practice;

                    (c)  Fixed Assets.  From and after
          January 30, 1997, acquire additional Fixed Assets for
          the Business in an aggregate amount which exceeds Ten
          Thousand Dollars ($10,000);

                    (d)  Liens; Indebtedness; Etc.  Mortgage,
          pledge or subject to a security interest, lien or any
          other encumbrance any of the Purchased Assets, or
          incur or cancel any indebtedness or claims affecting
          the Purchased Assets;

                    (e)  Mortgage Loans.  Materially alter or
          vary its methods or policies of underwriting, pricing
          or originating wholesale residential mortgage loans;

                    (f)  Representations and Warranties.  Take
          any action, or fail to take any commercially
          reasonable action, that would result in a material
          breach or material violation of the representations
          and warranties of Harbourton contained in this
          Agreement or that would cause any condition to the
          transactions contemplated hereby to not be satisfied;

                    (g)  Assigned Contracts.  Accelerate,
          terminate, modify or cancel any Assigned Contract; or

                    (h)  Other.  Agree to do any of the
          foregoing included in (a) through (g).

               5.2  Post-Closing Negative Covenants.  Between
the date hereof and two (2) years from the Closing Date, or the
time when this Agreement earlier terminates as provided below,
Harbourton Holdings shall not, without the prior written
authorization of CrossLand, liquidate, dissolve, or distribute,
transfer, sell or otherwise convey all or substantially all of
its assets to its equity holders or to any third party.


               5.3  Cooperation in Transition.  Prior to
closing, Seller will allow CrossLand reasonable access to the
premises of the Harbourton Branches to install CrossLand's PC
front-end system set-up and reasonable access to employees and
agents of Seller who have accepted employment with CrossLand to
train them on such system.  After Closing, Seller shall, at no
cost to CrossLand, provide such support services to CrossLand as
are reasonably necessary to maintain the AS 400 loan processing
and closing system to perform functions specifically related to
services to be provided by CrossLand under the Administrative
Services Agreement and the Retail Administrative Services
Agreement during the term of such agreements, including without
limitation the provision of technical, trained employees at the
Harbourton Branches and support from Seller's Denver headquar
ters.  Seller shall not remove its AS 400 loan processing and
closing system from the Harbourton Branches until the expiration
of the Administrative Services Agreement and/or the Retail
Administration Services Agreement.

               5.4  Investigation; Access.  Seller and
Harbourton Holdings shall use its best efforts to take or cause
to be taken all action required under this Agreement on their
part to be taken as promptly as practicable so as to permit the
consummation of the transactions contemplated by this Agreement
as soon as is reasonably practicable, and cooperate fully with
CrossLand to that end, including, without limitation, by
providing to CrossLand and its employees, agents, accountants
and counsel, access to Seller's books, records, reports, tax
returns and facilities and to Seller's employees, agents, accoun
tants and counsel to the extent reasonably related to that end;
provided, however, that CrossLand shall pursue such access in a
manner that will not unreasonably interfere with Seller's normal
operations, customers or employee relations.

               5.5  Disclosure Supplements.  No later than
fifteen (15) days following the end of each calendar month prior
to the Closing Date and no later than five (5) business days
prior to the Closing Date, Seller shall supplement or amend the
disclosure Schedules attached hereto with respect to any matter
hereafter arising which, if existing, occurring or known at the
date of this Agreement, would have been required to be set forth
or described by it or which is necessary to correct any
information in such Schedules that has been rendered inaccurate
thereby.  No supplement or amendment to any Disclosure Schedule
shall have any effect on the representations and warranties
contained in this Agreement as of the date hereof or for the
purpose of determining satisfaction of the conditions set forth
in Section 10.1 hereof.

          6.  Representations and Warranties of CrossLand.
CrossLand hereby represents and warrants to Seller as follows as
of the date hereof and as of the Closing Date:

               6.1  Organization of CrossLand.  CrossLand is a
corporation duly incorporated, validly existing and in good
standing under the laws of the State of Utah.

               6.2  Authorization.  CrossLand has all necessary
corporate power and authority to enter into this Agreement and
the documents and agreements contemplated hereby, to consummate
the transactions contemplated hereby and thereby, and to perform
its obligations hereunder and thereunder.  CrossLand's execution
and delivery of this Agreement and the performance of its
obligations under this Agreement has been duly authorized by all
necessary corporate action.  This Agreement has been duly
executed and delivered by CrossLand, and is a valid and binding
obligation of CrossLand, enforceable against CrossLand in accor
dance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws
relating to creditor's rights generally or by equitable
principles (whether considered in an action at law or in equity)
and other customary limitations on enforceability.

               6.3  Consents and Approvals.  Except as set forth
in Schedule 0 hereto, no consent, approval or authorization of,
or declaration, filing or registration with any governmental or
regulatory authority, or any other person or entity, is required
to be made or obtained by CrossLand in connection with the
execution, delivery and performance of this Agreement and the
other certificates, agreements and documents contemplated
hereby, and the consummation of the transactions contemplated
hereby and thereby, that has not been made or obtained by
CrossLand.

               6.4  No Violation.  Neither the execution and
delivery of this Agreement by CrossLand, nor the consummation by
CrossLand of the transactions contemplated hereby, nor
compliance by CrossLand with any of the terms or provisions
hereof, will (i) conflict with or result in a breach of any pro
vision of its Articles of Incorporation or Bylaws, (ii) violate
any statute, code, ordinance, rule, regulation, judgment, order,
writ, decree or injunction applicable to CrossLand, or
(iii) violate, conflict with, result in a material breach of any
provisions of, constitute a material default (or an event which,
with notice or lapse of time, or both, would constitute a
material default) under, result in the termination of, acceler
ate the performance required by, or result in a right of termina
tion or acceleration of any material contract or indebtedness of
CrossLand that, if so violated, conflicted with, breached or
defaulted under, terminated or accelerated, could have a
material adverse effect on CrossLand's ability to perform and
performance of under the terms of this Agreement.

               6.5  Absence of Brokerage Commissions, Etc.  All
negotiations relative to this Agreement and the transactions
contemplated hereby have been carried on by CrossLand directly
with Seller without the participation or intervention of any
other person, firm or corporation employed or engaged by or on
behalf of CrossLand in such a manner as to give rise to any
valid claim against Seller or CrossLand for a brokerage
commission, finder's fee or like payment, except for the
involvement of The Stratmor Group.  CrossLand shall pay any and
all fees due to The Stratmor Group for its services related to
this Agreement.

               6.6  Financial Statements.  CrossLand has
previously delivered to Harbourton copies of (i) the annual
report of First Security Corporation for the year ended December
31, 1995, (ii) the 10-Q for First Security Corporation for the
quarter ended September 30, 1996, and (iii) the Consolidating
Balance Sheet for First Security Corporation and its affiliates
for the year ended December 31, 1995 (collectively referred to
herein as the AFirst Security Financial Statements@), copies of
which are attached as Schedule 6.6 hereto.  The First Security
Financial Statements have been prepared in accordance with GAAP
applied on a consistent basis throughout the periods covered by
such statements and fairly present in all material respects the
financial position of CrossLand as of the respective dates
thereof, the results of its operations and the changes in its
financial position for the respective periods covered thereby;
provided, however, that the interim statements are subject to
normal year-end adjustments and the absence of full footnote
disclosure.

               6.7  Litigation.  Except as set forth on Schedule
6.7 to this Agreement, there are no actions, suits or
proceedings involving CrossLand pending or, to the best
knowledge of CrossLand, threatened against CrossLand, at law or
in equity or before or by any governmental authority or
instrumentality or before any arbitrator of any kind, which, if
determined adversely to CrossLand, could have a material adverse
effect upon CrossLand's ability to perform or its performance of
its obligations under this Agreement.

               6.8  Compliance with Law.  The conduct by
CrossLand of its business does not violate or infringe any
domestic or foreign laws, statutes, ordinances, rules or regula
tions, the enforcement of which, individually or in the
aggregate, would materially and adversely affect CrossLand's
ability to perform or its performance of its obligations under
this Agreement.  Except as set forth on Schedule 6.8 to this
Agreement, CrossLand has not received any written notification
alleging, nor does it have knowledge of, any uncured violation
of any applicable statutes, rules, regulations, ordinances,
codes, orders, licenses, permits or authorizations which could
materially and adversely affect CrossLand's ability to perform
or its performance of its obligations under this Agreement.

          7.  Covenants of CrossLand.  CrossLand shall use its
best efforts to take or cause to be taken all action required
under this Agreement on its part to be taken as promptly as
practicable so as to permit the consummation of the transactions
contemplated by this Agreement as soon as is reasonably
practicable, and cooperate fully with Seller to that end.
Without limiting the foregoing, CrossLand agrees to use commer
cially reasonable efforts to train the employees and agents of
Seller who have accepted employment with CrossLand and who have
a need to be trained on CrossLand's PC front-end computer system
and/or concerning CrossLand's business procedures.

          8.  Regulatory and Other Approvals.

               8.1  Filings.  Each party shall promptly use its
best efforts necessary to obtain all consents, approvals, per
mits, authorizations, and registrations required to be obtained
by them in order to consummate the transactions contemplated
hereby.  The parties shall cooperate with each other in obtain
ing or making the necessary filings and consent solicitations.
The parties shall use their best efforts to cause the filings
and consent solicitations to be made as soon as practicable.
The parties hereto agree that they will consult with each other
with respect to the obtaining of all necessary permits,
consents, approvals and authorizations of all third parties and
governmental bodies necessary or advisable to consummate the
transactions contemplated by this Agreement, and each party will
keep the others apprised of the status of matters relating to
completion of the transactions contemplated herein.

               8.2  Copies.  The parties shall promptly furnish
each other with copies of written communications received by any
of them from, or delivered by any of them to, any governmental
body, agency, private mortgage insurer or other parties whose
consent is required hereunder in respect of the transactions
contemplated hereby.

          9.  Conditions to the Obligations of Seller.  The
obligations of Seller to consummate the transactions described
in this Agreement are subject to the satisfaction or waiver of
each of the following conditions on or before the Closing Date.
Upon such satisfaction or waiver, Seller will be obligated to
close.

               9.1  Representations, Warranties and Covenants.
The representations and warranties of CrossLand contained in
this Agreement shall be true and correct in all material
respects at and as of the Closing Date (except as to any
representation or warranty which speaks to a specific date in
which case such representation or warranty shall be deemed to
have been made again on and as of the Closing Date but only with
respect to such specific date), and CrossLand shall have per
formed in all material respects all agreements and covenants
required hereby or thereby to be performed by it prior to or at
the Closing Date.

               9.2  No Governmental Proceedings or Litigation.
No suit, action, or other legal or administrative proceeding by
any governmental authority or any third party shall have been
instituted or threatened which questions the validity or
legality of, or seeks to prevent, the transactions contemplated
hereby.

               9.3  Certificates.  CrossLand shall furnish
Seller with such certificates of its officers and others to
evidence compliance with the conditions set forth in this
Section 0 as may reasonably be requested by Seller.

               9.4  Consents and Approvals.  The parties hereto
shall have received all regulatory approvals and filed all
notices required in connection with the transactions contem
plated by this Agreement, and all notice periods and waiting
periods required by law or regulation applicable to the
transactions contemplated by this Agreement.

               9.5  Other Documents.

                    (a)  CrossLand shall have executed and
          delivered the Assignment and Assumption Agreement.

                    (b)  CrossLand shall have executed and
          delivered the Administrative Services Agreement.

                    (c)  If applicable, CrossLand shall have
          executed and delivered the Retail Administrative
          Services Agreement.

               9.6  Legal Opinion.  Seller shall have received a
legal opinion of Ray, Quinney & Nebeker, CrossLand's legal
counsel, dated the Closing Date, in substantially the form
attached hereto as Exhibit H.

          10.  Conditions to CrossLand's Obligations.  The
obligations of CrossLand to consummate the transactions
described in this Agreement are subject to the satisfaction or
waiver of each of the following conditions on or before the
Closing Date.  Upon such satisfaction or waiver, CrossLand will
be obligated to close.

               10.1  Representations, Warranties and Covenants.
The representations and warranties of each of Seller and
Harbourton Holdings contained in this Agreement shall be true
and correct in all material respects at and as of the Closing
Date (except as to any representation or warranty which speaks
to a specific date in which case such representation or warranty
shall be deemed to have been made again on and as of the Closing
Date but only with respect to such specific date), and each of
Seller and Harbourton Holdings shall have performed in all
material respects all agreements and covenants required hereby
or thereby to be performed by each prior to or at the Closing
Date.

               10.2  No Governmental Proceedings or Litigation.
No suit, action, or other legal or administrative proceeding by
any governmental authority or any third party shall have been
instituted or threatened which questions the validity or
legality of, or seeks to prevent, the transactions contemplated
hereby.

               10.3  Certificates.  Each of Seller and
Harbourton Holdings shall furnish CrossLand with such
certificates of its officers and others, to evidence compliance
with the conditions set forth in this Section 0 as may reason
ably be requested by CrossLand.

               10.4  Consents and Approvals.  The parties hereto
shall have received all regulatory and agency approvals and
filed all notices required in connection with the transactions
contemplated by this Agreement, and all notice periods and
waiting periods required by law or regulation applicable to the
transactions contemplated by this Agreement such that CrossLand
has, as of the Closing Date, all rights and approvals to
consummate this transaction and to operate the Harbourton
Branches without material disruption of the operations and
Business at such branches.  All consents, approvals and
authorizations to be obtained by Seller from any third parties
in connection with the execution, delivery and performance of
this Agreement shall, including without limitation those related
to the Assigned Contracts, have been obtained by Seller and
delivered to CrossLand; except for leases of office equipment
and the sublease of the Aurora, Colorado, office.

               10.5  Other Documents.

                    (a)  Seller shall have executed and
          delivered to CrossLand the Bills of Sale, the
          Assignment and Assumption Agreement, the Service Mark
          Assignment, and such other certificates and
          instruments as shall be reasonably requested by
          CrossLand in order to vest in CrossLand title in and
          to the Purchased Assets in accordance with the provi
          sions of this Agreement.

                    (b)  Mills shall have executed and delivered
          the Non-Compete Agreement to CrossLand at Closing.

                    (c)  Sample shall have executed and
          delivered the Sample Employment Agreement to CrossLand
          at Closing.

                    (d)  Harbourton shall have executed and
          delivered the Administrative Services Agreement.

                    (e)  If applicable, Harbourton shall have
          executed and delivered the Retail Administrative
          Services Agreement.

               10.6  Legal Opinion.  CrossLand shall have
received a legal opinion of Lowenstein, Sandler, Kohl, Fisher
and Boylan, P.C., Seller's legal counsel, dated the Closing
Date, in the form attached hereto as Exhibit I.

          11.  Risk of Loss.  Until the Closing Date, all risk
of loss or damage to the Purchased Assets shall be borne by
Seller, and thereafter shall be borne by CrossLand.  If any
Purchased Asset is destroyed or damaged by fire or other cause
prior to Closing, Seller shall promptly give notice to CrossLand
of such damage or destruction and the amount of insurance, if
any covering such Purchased Asset.  Prior to the Closing Date,
CrossLand shall have the option of (a) excluding such damaged or
destroyed Purchased Asset from this Agreement, in which event
the Purchase Price shall be reduced by the fair value of such
damaged or destroyed Purchased Assets, as mutually agreed by the
parties, or (b) if such damage or destruction affects Purchased
Assets representing five percent (5%) or more of the total
Purchase Price (excluding the value, if any, of the Incentive
Earnout), then CrossLand shall have the right, within ten (10)
business days after receiving written notice and summary of such
damage or destruction to notify Seller that this Agreement shall
terminate unless within thirty (30) days after such notice
Harbourton repairs, replaces and/or obtains comparable
substitutes in the same or better condition as the damaged or
destroyed Purchased Assets as of the date hereof so that
CrossLand may operate the Harbourton Branches substantially as
in existence as of the date of this Agreement without material
disruption or change in operations.  In such event the date for
closing shall automatically be extended to allow Harbourton such
opportunity to repair, replace and or substitute, but in no
event shall the Closing Date be extended for longer than thirty
(30) days without the prior written consent of CrossLand.

          12.  Actions by all Parties after the Closing.

               12.1  Records.  Each party agrees that it will
cooperate with and make available to the other party, during
normal business hours at any time in connection with any audit
of a party's taxes by local, state or federal authorities, all
records or information retained by such party and remaining in
existence after the Closing Date which are necessary or useful
solely in connection with the ownership of the Purchased Assets.
The party requesting any such records or information shall bear
all of the out-of-pocket costs and expenses (including, without
limitation, attorneys' and accountants' fees, but excluding
reimbursement for salaries and employee benefits) reasonably
incurred in connection with providing such records or
information.  CrossLand or Seller may require certain financial
information relating to the Purchased Assets for periods prior
to the Closing Date for the purpose of filing federal, state,
local and foreign tax returns and other governmental reports,
and the party holding such information agrees to furnish such
information to the other party at the requesting party's request
and expense (including without limitation attorneys' and
accountants' fees, but excluding employees salaries and
benefits).

               12.2  Further Assurances.  After the Closing,
each party shall cooperate in good faith with the others and
shall take all appropriate action and execute any documents,
instruments, assignments, assumptions or conveyances of any kind
which may reasonably be necessary or advisable to carry out any
of the transactions contemplated hereunder.  The parties shall
cooperate in providing such information as may be necessary to
be in compliance with relevant sections of the Internal Revenue
Code.  Seller shall promptly forward to CrossLand all notices,
tax assessments and similar materials received by Seller after
the Closing Date and relating to the Purchased Assets, and
CrossLand shall promptly forward to Harbourton all notices, tax
inquiries, and similar materials for Harbourton received by it
at the Harbourton Branches after the Closing Date and not
related to the Purchased Assets.

          13.  Employee Matters.

               13.1  Employment.  Attached hereto as Schedule 13
is a complete and accurate list of employees associated with and
paid by the Seller who are employed in the Harbourton Branches
as of February 26, 1997, and the date of full-time employment of
such employee by Seller (and its affiliated predecessors,
Western Sunrise Mortgage Co., L.P., Western Sunrise Mortgage
Corporation, TMC Mortgage Corporation, TMC Mortgage Co., L.P.,
and Platte Valley Mortgage Corporation (collectively, its
APredecessors@)), which Schedule shall be updated within five
(5) business days after the Closing to list all such employees
as of the Closing Date.  CrossLand shall offer employment at
will to the employees on Schedule 13, upon such terms as
CrossLand and each such employee may agree.  Those employees of
Seller who accept such employment with CrossLand as of the
Closing Date shall be referred to herein as ATransferring Employ
ees.@  Except as expressly provided in this Section 13, Cross
Land shall not assume any obligations, liabilities, benefits or
related costs associated with any employees of Seller accruing
before the Closing Date, including without limitation obliga
tions relating to any employee benefits and the employment agree
ments between Seller and any of its employees.  Seller shall pay
all accrued salaries, commissions and bonuses of its employees
up to the Closing Date.

               13.2  Health Insurance.  Those Transferring
Employees who are eligible for and participate in Seller's
health insurance plans as of the Closing Date shall be entitled
to such health coverage as is provided to similarly situated
CrossLand employees without any probationary or waiting period,
subject only to a one-year waiting period for preexisting
conditions.  Transferring Employees shall receive past service
credit for his or her time of participation in Harbourton Plans
for purposes of satisfying the one-year waiting period for
preexisting conditions.  Those Transferring Employees who are
not eligible for or do not participate in Seller's health
insurance plans as of the Closing Date shall be entitled to such
health coverage as is provided to similarly situated CrossLand
employees at such time as such Transferring Employees meet the
eligibility requirements of the First Security Health Plan, but
in determining such eligibility such Transferring Employee shall
receive service credit for his or her time of employment with
Seller and its Predecessors.

               13.3  Sick and Vacation Leave.  CrossLand will
grant each Transferring Employee credit for any sick leave
accrued under the Harbourton Plans as of the Closing Date, up to
a maximum of twenty (20) days.  In calculating entitlement to
sick leave as employees of CrossLand after the Closing Date,
Transferring Employees shall receive service credit for their
time of employment with Seller and its Predecessors.

          CrossLand will grant each Transferring Employee credit
for any unused vacation time of such Transferring Employee that
has accrued under the Harbourton Plans as of the Closing Date,
up to a maximum equal to the amount of vacation time to which
such employee was entitled for the one (1) year prior to the
Closing Date; provided that all such vacation time must be used
prior to the first year anniversary of the Closing Date.
Subject to CrossLand's compliance with the terms of this Section
13.3, if prior to the first anniversary of the Closing Date,
such accrued and transferred vacation time is not used or if the
Transferring Employee's employment with CrossLand is terminated
for any reason, CrossLand shall have no obligation to pay for
any unused portion thereof, and to the extent there is any
liability related to such unused vacation time, Seller shall be
solely responsible for all such payments.   In computing future
vacation time under the CrossLand vacation policy, each
Transferring Employee will be given service credit for full
completed years of service with Seller (and its Predecessors) as
if such employment had occurred with CrossLand.  Vacation time
under CrossLand's vacation policy shall begin accruing on the
Closing Date.  On the Closing Date, Seller will pay to each
Transferring Employee any accrued vacation days in excess of the
maximum amounts allowed hereunder.

               13.4  401(k) Plan.  In determining eligibility in
the First Security Incentive Savings Plan (the AFirst Security
401(k) plan@), for participating and vesting purposes CrossLand
shall give Transferring Employees service credit for all service
with Seller and its Predecessors as if such employment had
occurred with CrossLand.  No past service credit shall be given
to any Transferring Employee for any other pension plan main
tained by CrossLand or otherwise provided to its employees.
Transferring Employees who become entitled to receive distribu
tions from Harbourton's 401(k) plan shall be permitted to roll
over their accounts in Harbourton's 401(k) plan to First
Security's 401(k) plan solely upon the approval and consent of
the trustee and sponsor of First Security's 401(k) plan, in its
sole discretion, and its counsel to such rollover and/or
distribution, which approval will not be given in any event
without receipt of such documentation from Seller and Harbourton
Holdings as may be requested by First Security Corporation,
including without limitation, an Internal Revenue Service ruling
obtained by Seller approving the rollover and ensuring the
qualification of the First Security 401(k) plan if it accepts
such rollovers.

          14.  Indemnifications.

               14.1  Seller's and Harbourton Holdings' Indemni
ty.  Subject to the provisions of this Section 14, each of
Seller and Harbourton Holdings jointly and severally shall
indemnify, save and hold harmless CrossLand, its affiliates and
its directors, officers, agents and representatives (the
ACrossLand Indemnitees@), from and against any and all costs,
losses, liabilities, damages, lawsuits, claims and expenses
(whether or not arising out of third-party claims), including
without limitation court costs, reasonable attorneys' fees and
disbursements and all amounts paid in investigation, defense or
settlement of any of the foregoing (collectively, ACrossLand's
Damages@), incurred in connection with or arising out of or
resulting from (i) any material breach of any warranty, or the
material inaccuracy of any representation made by Seller or
Harbourton Holdings in or pursuant to this Agreement or
information set forth in any schedule attached hereto or any of
the documents contemplated by this Agreement, for the Survival
Period; (ii) the material failure by Seller or Harbourton
Holdings to perform or observe any term, provision or covenant
of this Agreementf or any of the documents contemplated by this
Agreement, (iii) the enforcement of this indemnification
obligation; and (iv) any claim, liability, obligation or commit
ment of any nature (absolute, accrued, contingent or otherwise)
of Seller or Harbourton Holdings not specifically assumed by
CrossLand under this Agreement, including without limitation,
any liabilities arising from claims of employees of Seller not
specifically assumed by CrossLand under this Agreement.
Seller's and Harbourton Holdings' indemnification obligations
under this Section shall survive the Closing.

               14.2  CrossLand's Indemnity.  Subject to the
provisions of this Section 14, CrossLand shall indemnify, save
and hold harmless Seller and Harbourton Holdings and their
affiliates and their directors, officers, agents and representa
tives (the AHarbourton Indemnitees@), from and against any and
all costs, losses, liabilities, damages, lawsuits, claims and
expenses (whether or not arising out of third-party claims),
including without limitation court costs, reasonable attorneys'
fees and disbursements and all amounts paid in investigation,
defense or settlement of any of the foregoing (the AHarbourton
Damages@), incurred in connection with or arising out of or
resulting from (i) any material breach of any warranty, or the
material inaccuracy of any representation, made by CrossLand in
or pursuant to this Agreement or information set forth in any
schedule attached hereto or any of the documents contemplated by
this Agreement, for the Survival Period; (ii) the material
failure by CrossLand to perform or observe any term, provision
or covenant of this Agreement or any of the documents
contemplated by this Agreement; (iii) the enforcement of this
indemnification obligation, and (iv) on or after the Closing
Date, any other claim, liability, obligation or commitment of
any nature which is specifically assumed by CrossLand pursuant
to this Agreement or which arises out of the conduct of business
by CrossLand at the Harbourton Branches on or after the Closing
Date. CrossLand's indemnification obligations under this Section
0 shall survive the Closing.

               14.3  Survival of Representations and Warranties;
Limits; Exclusive Remedy.

                    (a)  The representations and warranties of
          the parties in this Agreement or in any document
          contemplated by this Agreement shall survive the
          Closing for the benefit of the other party and its or
          his respective successors and assigns for fifteen (15)
          months from the Closing Date (the ASurvival Period@).

                    (b)  Notwithstanding anything to the
          contrary in this Agreement, neither Seller nor
          Harbourton Holdings shall be liable under this Section
          14 unless the aggregate of all of the CrossLand
          Damages suffered by all of the CrossLand Indemnitees
          exceeds One Hundred Thousand Dollars ($100,000), and
          then only to the extent of such excess.  Notwithstand
          ing anything to the contrary in this Agreement,
          CrossLand shall not be liable under this Section 14
          unless the aggregate of all of the Harbourton Damages
          suffered by all of the Harbourton Indemnitees exceeds
          One Hundred Thousand Dollars ($100,000), and then only
          to the extent of such excess.

                    (c)  Notwithstanding anything to the
          contrary in this Agreement, in the event CrossLand
          seeks damages pursuant to a claim of a breach of any
          warranty or the inaccuracy of any representations made
          in Section 4.11 (including as Abrought down@ to the
          Closing Date), neither Seller nor Harbourton Holdings
          shall be liable under this Section 14 unless the aggre
          gate of all of the CrossLand Damages suffered by all
          of the CrossLand Indemnitees for such breach under
          Section 4.11 exceeds One Hundred Fifty Thousand
          Dollars ($150,000), and then only to the extent of
          such excess.  Such limitation shall not apply to
          claims of indemnification related to any other
          representations, warranties, covenants or otherwise
          hereunder.

                    (d)  Notwithstanding anything to the
          contrary in this Agreement, the aggregate maximum
          liability of Seller and Harbourton Holdings for all
          claims of indemnification under this Section 14 shall
          be an amount equal to the Purchase Price.
          Notwithstanding anything to the contrary in this
          Agreement, the aggregate maximum liability of
          CrossLand for all claims of indemnification under this
          Section 14 shall be an amount equal to the greater of
          $2,500,000 and an amount equal to the maximum Incen
          tive Earnout calculation.

                    (e)  The provisions of this Section 14 shall
          constitute the sole and exclusive remedy of any
          CrossLand Indemnitee or Harbourton Indemnitee after
          the Closing for any CrossLand Damages or Harbourton
          Damages, respectively, arising under Sections 14.1(i)
          or 14.2(i), respectively, and the related expenses and
          costs arising under Section 14.1(iii) or 14.2(iii),
          respectively, and any other rights or remedies with
          respect to the same, whether now existing or hereafter
          arising, are hereby waived to the maximum extent
          permitted by applicable law.

               14.4  Procedures for Third Party Claims.  In the
case of any claim for indemnification arising from a claim of a
third party (a AThird Party Claim@), the party entitled to
indemnification (an AIndemnified Party@) under this Section 14
shall give prompt written notice to the party providing
indemnification under this Section 14 (an AIndemnifying Party@)
of any claim or demand of which such Indemnified Party has
knowledge and as to which it may request indemnification
hereunder.  The Indemnifying Party shall have the right to
defend and to direct the defense against any such Third Party
Claim, in its name or in the name of the Indemnified Party, as
the case may be, at the expense of the Indemnifying Party, and
with counsel selected by the Indemnifying Party unless (i) such
Third Party Claim seeks an injunction or other equitable relief
against the Indemnified Party, or (ii) the Indemnifying Party
shall have reasonably concluded that the Indemnified Party has
one or more defenses not available to the Indemnifying Party.
Notwithstanding anything to the contrary, the Indemnified Party
shall, at the expense of the Indemnifying Party, cooperate with
the Indemnifying Party and keep the Indemnifying Party fully
informed in the defense of such Third Party Claim.  The
Indemnified Party shall have the right to participate in the
defense of any Third Party Claim with counsel employed at its
own expense; provided, however, that, in the case of any Third
Party Claim described in clause (i) or (ii) of the second
preceding sentence or as to which the Indemnifying Party shall
not in fact have employed counsel to assume the defense of such
Third Party Claim within a reasonable time, the reasonable fees
and disbursements of counsel employed by the Indemnified Party
shall be at the expense of the Indemnifying Party.  If the
Indemnifying Party is conducting the defense of any Third Party
Claim pursuant to the foregoing provisions of this Section 14.4,
the Indemnifying Party shall have the right to settle any such
Third Party Claim, except that if there is any injunction or
other relief which will adversely affect the Indemnified Party,
no settlement may be reached without the prior written consent
of the Indemnified Party, which consent shall not be
unreasonably withheld or delayed.  If the Indemnified Party is
conducting the defense of any Third Party Claim pursuant to the
provisions of this Section 14.4, the Indemnifying Party shall
have no indemnification obligations with respect to any Third
Party Claim which shall be settled by the Indemnified Party
without the prior written consent of the Indemnifying Party,
which consent shall not be unreasonably withheld or delayed.

               14.5  Procedures for Inter-Party Claims.  In the
event that an Indemnified Party determines that it has a claim
for indemnification against an Indemnifying Party hereunder
(other than as a result of a Third Party Claim), the Indemnified
Party shall give prompt written notice thereof to the
Indemnifying Party, specifying the amount of such claim and any
relevant facts and circumstances relating thereof.  The
Indemnified Party shall provide the Indemnifying Party with
reasonable access to its books and records for the purpose of
allowing the Indemnifying Party a reasonable opportunity to
verify any such claim for indemnification.  The Indemnified
Party and the Indemnifying Party shall negotiate in good faith
regarding the resolution of any disputed claims for
indemnification.

               14.6  Escrow Upon Indemnity Claim.   If during
the Survival Period CrossLand determines that it has a claim for
indemnification against Seller or Harbourton Holdings (the
AHarbourton Parties@) under this Section 14, CrossLand shall
give prompt written notice thereof to the Harbourton Parties,
specifying the amount of such claim and the relevant facts and
circumstances related thereto.  If at such time there is a
Monthly Incentive Payment due and owing, at CrossLand's option
CrossLand may withhold the amount of such claim from the Monthly
Incentive Payment and, in such event, CrossLand shall pay such
amount into an escrow account pursuant to the Escrow Agreement
in the form attached as Exhibit J hereto, which will then be
executed by CrossLand, Seller and Harbourton Holdings and the
escrow agent.  The escrow fund shall be invested in investment
grade money market interests, certificates of deposit and U.S.
Treasury obligations.  One-half of the fees of the escrow agent
shall be payable by CrossLand, and one-half of the fees of the
escrow agent shall be payable by Seller and Harbourton Holdings.
CrossLand and the Harbourton Parties shall negotiate in good
faith regarding the resolution of the disputed claim for
indemnification and, if such dispute is not resolved within 30
days, the parties will appoint a third party arbitrator,
experienced in the mortgage banking industry, to resolve the
claim.  CrossLand shall provide Seller and Harbourton Holdings
with reasonable access to its books and records for purposes of
responding to any claim of indemnification.  If the parties are
unable to agree upon such an arbitrator, then the appointment
shall be made by the American Arbitration Association from its
New York headquarters.  Arbitration proceedings shall be held in
a location mutually agreed upon within ten (10) days, or if not
agreed to within such 10-day period, in Los Angeles, California.
The decision of the arbitrator shall be conclusive and binding
upon the parties.  If the parties mutually agree, or if the
arbitrator determines, that CrossLand is entitled to an
indemnification payment then such amount shall be payable out of
the escrow fund under the Escrow Agreement, and the balance
shall be payable to Harbourton, or if it designates to Har
bourton Holdings (and the full amount shall be paid to
Harbourton (or Harbourton Holdings if Harbourton so designates)
if it is so agreed or determined that no payment at all is owing
to CrossLand).  All of the parties shall cooperate to resolve
any arbitration as soon as is reasonably practicable.

          15.  Termination.

               15.1  Termination.  This Agreement may be
terminated at any time prior to the Closing:

                    (a)  By Mutual Consent.  By mutual consent
          of all the parties hereto.

                    (b)  Upon Date Certain.  By any party at any
          time after April 8, 1997, upon fifteen (15) days prior
          written notice to the other parties, if at the end of
          such fifteen (15) day period the sale contemplated
          hereby has not been consummated by the failure to
          satisfy conditions to Closing not within the control
          of the electing party.

                    (c)  Upon Breach by Seller or Harbourton
          Holdings.  By CrossLand, upon notice to Seller, at any
          time prior to Closing if (i) any representation or
          warranty of Seller or Harbourton Holdings contained in
          this Agreement was materially incorrect when made or
          becomes materially incorrect on or prior to the
          Closing Date and the same is not cured within ten (10)
          days after notice of such misrepresentation or breach
          of warranty, or (ii) Seller or Harbourton Holdings
          fail to comply in any material respect with any of
          their respective covenants contained in this
          Agreement, and the same is not cured in all material
          respects within ten (10) days after the giving of
          notice of such inaccuracy or noncompliance or prior to
          the Closing, whichever is the shorter time period,
          subject to a minimum cure period of five (5) days.

                    (d)  Upon Breach by CrossLand.  By Seller,
          upon notice to CrossLand, at any time prior to Closing
          if (i) any of CrossLand's representations or
          warranties contained in this Agreement was materially
          incorrect when made or becomes materially incorrect on
          or prior to the Closing Date and the same is not cured
          within ten (10) days after notice of such misrepre
          sentation or breach of warranty, or (ii) CrossLand
          fails to comply in any material respect with any of
          its covenants contained in this Agreement, and the
          same is not cured in all material respects within ten
          (10) days after the giving of notice of such
          inaccuracy or noncompliance or prior to the Closing,
          whichever is the shorter time period, subject to a
          minimum cure period of five (5) days.

               15.2  Effect of Termination.  In the event of the
termination and abandonment of this Agreement pursuant to the
provisions of Section 15.1, except for Sections 19, 21.10 and
21.11, this Agreement shall become void and have no force or
effect.  Such termination shall not relieve any party of
liability for any default, breach, violation or other noncompli
ance prior to such termination; except that Harbourton Holdings
will not be liable for any such defaults, breaches, violations
or other noncompliance unless this transaction is closed.

               15.3  Waiver.  At any time prior to the Closing,
either Seller or CrossLand may (a) extend the time for the
performance of any of the obligations or other acts of the other
party hereto, (b) waive any inaccuracies in the representations
and warranties of the other party contained herein or in any
document delivered pursuant hereto or (c) waive compliance by
the other party with any of the agreements or conditions
contained herein.  Any such extension or waiver shall be valid
if set forth in an instrument in writing signed by the party or
parties to be bound thereby.

          16.  Agreement Not to Compete.

               16.1  Agreement Not to Compete.  Seller and
Harbourton Holdings each hereby acknowledges that the Purchased
Assets include substantially all of the assets related to the
Business and all of the goodwill related to such operations and
that the agreements and covenants contained in this Section 16
are essential to protect the value of the Purchased Assets and
that CrossLand would not enter into this Agreement except for
such agreements and covenants and the covenant not to compete
entered into by David Mills under the Non-Compete Agreement.  As
partial consideration for the Purchase Price, each of Seller and
Harbourton Holdings covenants and agrees that it and each of its
affiliates shall not, for a period of three (3) years following
the Closing Date, compete with or Aparticipate,@ as defined
below, in any wholesale residential (one to four family) mort
gage loan production (newly originated) business or operations
within 300 miles of any Harbourton Branch or CrossLand branch.
This covenant shall not limit the current business activities of
Seller, Harbourton Holdings or their affiliates (exclusive of
their wholesale residential (one to four family) branch
production (newly originated) operations), any activities
related to the Pipeline Loans or the performance of any of
Seller's or Harbourton Holdings' obligations to CrossLand.

               16.2 AParticipation@ Defined.  For purposes
hereof, Seller or Harbourton Holdings shall be deemed to be
participating in a business if it allows its name to be used by,
works for, is employed by, consults with, participates in, or
renders advice or assistance to or has any ownership or other
interest in, or is affiliated with, the business, directly or
indirectly, as agent, stockholder, consultant, investor,
partner, officer, director, investor, member, manager or
otherwise (except as the holder of no more than ten percent
(10%) of the stock of a publicly-held company; provided that it
does not work for or render advice or assistance to such
company).

               16.3 Enforcement.  Seller and Harbourton Holdings
each hereby acknowledge that irreparable injury may result to
CrossLand, its business and its property if Harbourton, HFS or
Harbourton Holdings breaches any of the restrictions imposed by
this Section 16.  Therefore, each of Seller and Harbourton
Holdings agrees that if it shall engage in any act in violation
of such provisions, CrossLand shall be entitled, in addition to
such other remedies and damages as may be available, to an
injunction prohibiting Seller and Harbourton Holdings from
engaging in such act, without posting a bond or other surety, to
the extent permitted by law.  If any restriction, including
without limitation any time or geographical restriction,
contained in this Section 16 is deemed to be unenforceable by a
court of competent jurisdiction, the parties agree that such
court may modify and enforce such restrictions to the extent
that it believes to be reasonable under the circumstances
existing at the time.

          17.  Representations and Warranties of Harbourton
Holdings.  Harbourton Holdings hereby represents and warrants to
CrossLand that the representations and warranties regarding
Harbourton Holdings set forth in Sections 4.1, 4.2 and 4.3 of
this Agreement are true and accurate.

          18.  Survival of Covenants, Representations and
Warranties.  Except as otherwise expressly stated in this
Agreement, all the covenants, representations and warranties
contained in this Agreement, the other agreements and documents
required or contemplated hereby to be delivered in connection
with the transactions described herein or any certificate
delivered pursuant hereto or thereto, together with any
obligation of either party contained herein or therein to be
performed subsequent to Closing, shall survive the Closing,
subject to any limitations, including the Survival Period, set
forth in Section 14 hereof.

          19.  Expenses.  Each party shall bear its own legal,
accounting and other costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereunder.

          20.  Tax Returns.  The parties shall reflect the
allocations of the Purchase Price set forth in Section 0 hereof
in any and all applicable tax returns.

          21.  Miscellaneous.

               21.1  Assignment.  The benefits of this Agreement
may not be assigned or in any other manner transferred and the
obligations may not be delegated without the prior written
consent of the other parties hereto.  Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors, heirs and
assigns, and no other person shall have any right, benefit or
obligation hereunder.

               21.2  Notices.  All notices, requests, consents
and demands shall be given to or made upon the parties at their
respective addresses set forth below, or at such other address
as a party may designate in writing delivered to the other
parties.  Unless otherwise agreed in this Agreement, all
notices, requests, consents and demands shall be given or made
by personal delivery, by confirmed air courier, or by first
class mail, postage prepaid, to the party addressed as
aforesaid.  If sent by confirmed air courier, such notice shall
be deemed to be given upon the earlier to occur of the date upon
which it is actually received by the addressee or the business
day upon which delivery is made at such address, as confirmed by
the air courier (or if the date of such confirmed delivery is
not a business day, the next succeeding business day).  If
mailed, such notice shall be deemed to be given upon the earlier
to occur of the date upon which it is actually received by the
addressee or the third business day following the date upon
which it is deposited in a certified first-class postage-prepaid
envelope, return receipt requested, in the United States mail
addressed to such address.

          If to Seller:

               Harbourton Financial Services L.P.
               2530 South Parker Road, Suite 500
               Aurora, Colorado  80014
               Attention:  Jack W. Schakett, CEO

               with a copy to:

               Lowenstein, Sandler, Kohl, Fisher and Boylan,
P.C.
               65 Livingston Avenue
               Roseland, New Jersey  07068
               Attention:  Allen B. Levithan

          If to CrossLand:

               CrossLand Mortgage Corp.
               Attention: Brian Casper
               3902 South State Street
               Salt Lake City, Utah 84107

               with a copy to:

               Brad D. Hardy, Esq.
               First Security Corporation
               79 South Main Street, Suite 200
               Salt Lake City, Utah 84111

               and with a copy to:

               Ray, Quinney & Nebeker
               Attention:  Sylvia I. Iannucci
               79 South Main Street
               P.O. Box 45385
               Salt Lake City, UT  84145-0385

               21.3  Choice of Law.  This Agreement shall be
construed in accordance with, and governed by the substantive
laws of, the State of Utah, without reference to principles
governing choice or conflicts of laws.

               21.4  Severability.  In the event any one or more
of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall
not affect the validity of any other provision hereof and this
Agreement shall be construed as if such invalid, illegal or unen
forceable provision were not contained herein; provided that the
Agreement as so modified preserves the basic intent of the
parties.

               21.5  Captions.  The captions used herein are for
ease of reference only and shall not define or limit the
provisions hereof.

               21.6  Sale of Assets Only.  This Agreement
constitutes a sale of certain assets of Harbourton only and is
not a sale of any interest in Harbourton.  CrossLand is not
assuming and shall not be responsible for the payment of any
liabilities or obligations of Harbourton whatsoever, except as
expressly set forth herein.  The parties do not intend to
create, and this Agreement shall not be construed as creating, a
joint venture, partnership or agency/principal relationship
between the parties, except for the independent contractor
relationships to be effected under the Administrative Services
Agreement and the Retail Administrative Services Agreement.

               21.7  Enforcement.  In the event of a dispute
between the parties arising under this Agreement, the party
prevailing in such dispute shall be entitled to collect such
party's costs from the other parties, including without
limitation court costs and reasonable attorneys' fees.

               21.8  Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall
constitute one and the same agreement.

               21.9  Entire Agreement; Amendments.  This
Agreement, the schedules and exhibits attached hereto, and the
other agreements and documents required or contemplated hereby
to be delivered in connection with the transactions described
herein, constitute the entire agreement between the parties
hereto with respect to the subject matter contained herein, and
there are no covenants, terms or conditions, express or implied,
other than as set forth or referred to herein.  This Agreement
supersedes all prior agreements between the parties hereto
relating to all or part of the subject matter herein.  No
representations, oral or written, modifying or contradicting the
terms of this Agreement have been made by any party except as
contained herein.  This Agreement may not be amended, modified
or canceled except as provided herein or by written agreement of
the parties signed by the party against whom enforcement is
sought.  No further consideration shall be required to make such
amendments binding on the parties thereto.

               21.10  Confidentiality.  Each party shall use all
information that it obtains or has obtained from the others in
connection with the negotiation (including without limitation
due diligence investigations) pursuant to this Agreement solely
for the effectuation of the transactions contemplated by this
Agreement or for other purposes consistent with the intent of
this Agreement and shall not use any of such information for any
other purpose, including, without limitation, the competitive
detriment of the other parties.  Each party may disclose such
information to its respective affiliates, counsel, accountants,
tax advisors and consultants, provided that such persons are
subject to the same obligations of confidentiality as the
disclosing party under this Section 21.10.  This provision shall
not prohibit the use or disclosure of confidential information
pursuant to court order or which has otherwise become publicly
available through no fault of the recipient party.

               21.11  Public Statements.  No party to this
Agreement shall issue any press release or other public
statement concerning the transactions contemplated by this
Agreement without first providing the other parties hereto with
a written copy of the text of such release or statement and
obtaining the consent of the other parties respecting such
release or statement, which consent will not be unreasonably
withheld or delayed, except that no such consent shall be
required in connection with any public disclosure (including a
press release or a disclosure filing with Securities and
Exchange Commission) which counsel for the party advises is
required to comply with applicable law or other requirements.


      [The balance of this page intentionally left blank.]

In Witness Whereof, the parties hereto have executed this
Agreement or, in the case of entities, have caused this
Agreement to be executed on their behalf by their respective
officers thereunto duly authorized, in multiple originals, all
as of the day and year first above written.

                                   CrossLand Mortgage Corp.



                                   By:
                                   Name:  Brian O. Casper
                                   Title:  Executive Vice
President


                                   Harbourton Mortgage Co., L.P.

                                                            By
                                   Harbourton Funding
                                   Corporation, its General
                                   Partner



                                   By:
                                   Name:  Jack W. Schakett
                                   Title:  Executive Vice
President



Harbourton Financial Services
                                   L.P.

                                                            By
                                   Harbourton Mortgage
                                   Corporation, its General
                                   Partner



                                   By:
                                   Name:  Jack W. Schakett
                                   Title:  Chief Executive
Officer


                                   Harbourton Funding
Corporation



                                   By:
                                   Name:  Jack W. Schakett
                                   Title:  Executive Vice
President


                                   Harbourton Holdings, L.P.

                                   By Harbourton General
Corporation, its
                                   General Partner



                                   By:
                                   Name:  Jack W. Schakett
                                   Title:  Executive Vice
President


211737.08
                    Asset Purchase Agreement
                          Table of Contents



1.  Purchase and Sale of Assets and Certain Related
    Transactions                                              1
         1.1  Purchase and Sale                               1
         1.2  Exclusion of Pipeline Loans.                    2
         1.3  Limited Assumption of Liabilities               2
         1.4  Seller's Other Debts, Liabilities and
         Obligations                                          3
         1.5  Sample Employment Agreement                     3
         1.6  Administrative Services Agreement               3
         1.7  Retail Administrative Services Agreement        3

2.  Purchase Price                                             4
         2.1  Purchase Price                                  4
         2.2  Incentive Earnout.                              4
                                              (a)  Calculation.  4
                       (b)  Definition of AProduction Volume.@   4
                        (c)  Definition of AIncentive Period.@   4
                               (d)  Consolidation of Branches.   4
         2.3  Payment of the Purchase Price                   5
                                      (a)  Closing Cash Payment  5
              (b)  Post-Closing Calculation of the Fixed Asset Purchase 
Price and              Payment Adjustment                              5
              (c)  Post-Closing Calculation of the Prepaid Assets Purchase 
Price              and Payment.                                    6
                             (d)  Incentive Earnout Payments.    6
                                                              
 (i)  Monthly            Incentive Payments.                        6
                      
                                         
(ii)  Calculation
           of Monthly Incentive Payments.             6
                                                              
 (iii)  Adjustments
                   to Calculations.                           6
         2.4  Allocation of Purchase Price                    7
         2.5  Transfer Taxes                                  7
         2.6  Proration of Expenses.                          7

3.  Closing                                                    7
         3.1  Closing                                         7
         3.2  Conveyances at Closing                          7
                                               (a)  Instruments  7
                                       (b)  Form of Instruments  8
         3.3  Other Deliveries at Closing                     8
                                          (a)  Purchased Assets  8
                                            (b)  Purchase Price  8
                                     (c)  Non-Compete Agreement  8
                       (d)  Administrative Services Agreement.   9
                (e)  Retail Administrative Services Agreement.   9
                                          (f)  Other Deliveries  9

4.  Representations and Warranties of the Seller.              9
         4.1  Organization                                    9
         4.2  Authority                                       9
         4.3  No Violation                                    9
         4.4  Taxes                                          10
         4.5  Service Mark                                   10
         4.6  Title to Purchased Assets                      10
         4.7  Prepaid Obligations                            10
         4.8  Assigned Contracts                             10
         4.9  Financial Statements                           11
         4.10  Undisclosed Liabilities.                      11
         4.11  No Material Adverse Change                    11
         4.12  Litigation                                    12
         4.13  Compliance with Law                           12
         4.14  Consents and Approvals                        12
         4.15  Absence of Brokerage Commissions, Etc         12
                                           4.16  Pipeline Loans 12
                                               4.17  Employees. 13
                                  4.18  Employee Benefit Plans. 13
                                                         4.19   14

5.  Covenants of Seller                                       15
         5.1  Negative Covenants                             15
                  (a)  Conduct and Preservation of the Business 15
                                          (b)  Purchased Assets 15
                                             (c)  Fixed Assets. 15
                                  (d)  Liens; Indebtedness; Etc 15
                                            (e)  Mortgage Loans 15
                            (f)  Representations and Warranties 16
                                        (g)  Assigned Contracts 16
                                                     (h)  Other 16
         5.2  Post-Closing Negative Covenants                16
         5.3  Cooperation in Transition.                     16
         5.4  Investigation; Access                          16
         5.5  Disclosure Supplements                         17

6.  Representations and Warranties of CrossLand               17
         6.1  Organization of CrossLand                      17
         6.2  Authorization                                  17
         6.3  Consents and Approvals                         17
         6.4  No Violation                                   17
         6.5  Absence of Brokerage Commissions, Etc          18
         6.6  Financial Statements                           18
         6.7  Litigation                                     18
         6.8  Compliance with Law                            18

7.  Covenants of CrossLand                                    19

8.  Regulatory and Other Approvals                            19
         8.1  Filings                                        19
         8.2  Copies                                         19

9.  Conditions to the Obligations of Seller.                  19
         9.1  Representations, Warranties and Covenants      19
         9.2  No Governmental Proceedings or Litigation      20
         9.3  Certificates                                   20
         9.4  Consents and Approvals                         20
         9.5  Other Documents                                20
         9.6  Legal Opinion                                  20

10.  Conditions to CrossLand's Obligations                    20
         10.1  Representations, Warranties and Covenants     20
         10.2  No Governmental Proceedings or Litigation     21
         10.3  Certificates                                  21
         10.4  Consents and Approvals                        21
         10.5  Other Documents                               21
         10.6  Legal Opinion                                 22

11.  Risk of Loss                                             22

12.  Actions by all Parties after the Closing                 22
         12.1  Records                                       22
         12.2  Further Assurances                            23

13.  Employee Matters                                         23
         13.1  Employment                                    23
         13.2  Health Insurance                              23
         13.3  Sick and Vacation Leave                       24
         13.4  401(k) Plan                                   24

14.  Indemnifications                                         24
         14.1  Seller's and Harbourton Holdings' Indemnity   24
         14.2  CrossLand's Indemnity                         25
         14.3  Survival of Representations and Warranties;
         Limits; Exclusive Remedy.                           25
                                                          (a)   25
                                                          (b)   26
                                                          (c)   26
                                                          (d)   26
                                                          (e)   26
         14.4  Procedures for Third Party Claims.            26
         14.5  Procedures for Inter-Party Claims.            27
         14.6  Escrow Upon Indemnity Claim.                  27

15.  Termination                                              28
         15.1  Termination                                   28
                                         (a)  By Mutual Consent 28
                                         (b)  Upon Date Certain 28
              (c)  Upon Breach by Seller or Harbourton Holdings 28
                                  (d)  Upon Breach by CrossLand 29
         15.2  Effect of Termination                         29
         15.3  Waiver                                        29
         16.   Agreement Not to Compete.                     29
         16.1  Agreement Not to Compete.                     29
         16.2  AParticipation@ Defined                       30
         16.3  Enforcement                                   30

18.  Survival of Covenants, Representations and Warranties    30

19.  Expenses                                                 31

20.  Tax Returns                                              31

21.  Miscellaneous                                            31
         21.1  Assignment                                    31
         21.2  Notices                                       31
         21.3  Choice of Law                                 32
         21.4  Severability                                  32
         21.5  Captions                                      32
         21.6  Sale of Assets Only                           32
         21.7  Enforcement                                   33
         21.8  Counterparts                                  33
         21.9  Entire Agreement; Amendments                  33
         21.10  Confidentiality                              33
         21.11  Public Statements                            33
         21.12  Employee Benefit Plans.                      vi


Schedules:

Schedule 1.1(a)     -    Harbourton Branches
Schedule 1.1(b)-1   -    Fixed Assets
Schedule 1.1(b)-2   -    Excluded Assets
Schedule 1.1(e)     -    Assigned Contracts
Schedule 1.1(f)     -    Prepaid Obligations of Harbourton
Related to the Fixed Assets
Schedule 1.2 -      Pipeline Loans
Schedule 1.3 -      Assumed Liabilities and Obligations
Schedule 1.7 -      Retail Branches
Schedule 2.3(a)     -    December 31 Net Value of Fixed Assets
Schedule 2.3(b)     -    Fixed Asset Purchase Price
Schedule 0   -      Allocation of Purchase Price
Schedule 0   -      Title to Purchased Assets
Schedule 4.9 -      Financial Statements
Schedule 4.10 -     Undisclosed Liabilities
Schedule 4.12 -     Harbourton Pending and Threatened Litigation
Schedule 4.13 -     Harbourton Compliance Exceptions
Schedule 4.14 -     Harbourton Consents and Approvals
Schedule 4.17 -     Employee Complaints
Schedule 4.18 -    Employee Benefit Plans
Schedule 6.3 -      CrossLand Consents and Approvals
Schedule 6.6  -    CrossLand Financial
Schedule 6.7  -    CrossLand Pending and Threatened Litigation
Schedule 6.8  -    CrossLand Compliance Exceptions
Schedule 13  -      Harbourton Branch Employees

Exhibits:

Exhibit A - Service Mark Assignment
Exhibit B B Assignment and Assumption Agreement
Exhibit C B Sample Employment Agreement
Exhibit D - Administrative Services Agreement
Exhibit E - Retail Administrative Services Agreement
Exhibit F B Form of Report on Production Volume
Exhibit G - Non-Compete Agreement
Exhibit H - CrossLand's Opinion of Counsel Form
Exhibit I - Harbourton's Opinion of Counsel Form
Exhibit J - Escrow Agreement


211737.07