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                          WAREHOUSING PROMISSORY NOTE
                          ---------------------------



$__________________ Date: February 10, 1999


     FOR VALUE RECEIVED, the undersigned, THE WMF GROUP, LTD., a Delaware
corporation; WMF WASHINGTON MORTGAGE CORP., a Delaware corporation; WMF/HUNTOON,
PAIGE ASSOCIATES LIMITED, a Delaware corporation; WMF PROCTOR, LTD., a Michigan
corporation; THE ROBERT C. WILSON COMPANY, a Texas corporation; THE ROBERT C.
WILSON-ARIZONA COMPANY, an Arizona corporation and WMF CARBON MESA ADVISORS,
INC., a Delaware corporation (herein collectively called the "Borrowers", and
individually as "Co-Borrower"), hereby promise to pay to the order of, a
_____________________________ (the "Lender" or, together with its successors and
assigns, the "Holder") at the offices of RESIDENTIAL FUNDING CORPORATION (the
"Credit Agent") at 8400 Normandale Lake Blvd., Suite 600, Minneapolis, Minnesota
55437, or at such other place as the Holder may designate from time to time, the
principal sum of Dollars ($___________) or so much thereof as may be outstanding
from time to time pursuant to the Warehousing Credit and Security Agreement
described below, and to pay interest on said principal sum or such part thereof
as shall remain unpaid from time to time, from the date of each Advance until
repaid in full, and all other fees and charges due under the Agreement, at the
rates and at the times set forth in the Agreement. All payments hereunder shall
be made in lawful money of the United States and in immediately available funds.

     This Note is given to evidence an actual warehousing line of credit in the
above amount and is one of the Warehousing Promissory Notes referred to in that
certain Credit and Security Agreement (Syndicated Agreement) (the "Agreement")
dated the date hereof by and among the Borrowers, the Lenders named therein, and
the Credit Agent, as credit agent for the Lenders, as the same may be amended or
supplemented from time to time, and is entitled to the benefits thereof.
Reference is hereby made to the Agreement (which is incorporated herein by
reference as fully and with the same effect as if set forth herein at length)
for a description of the Collateral, a statement of the covenants and
agreements, a statement of the rights and remedies and securities afforded
thereby and other matters contained therein. Capitalized terms used herein,
unless otherwise defined herein, shall have the meanings given them in the
Agreement.
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     This Note may be prepaid in whole or in part at any time without premium or
penalty.

     Should this Note be placed in the hands of attorneys for collection, the
Borrowers agree to pay, in addition to principal and interest, fees and charges
due under the Agreement, any and all costs of collecting this Note, including
reasonable attorneys' fees and expenses.

     The Borrowers hereby waive demand, notice, protest and presentment.

     The promises and agreements herein shall be construed to be and are hereby
declared to be the joint and several promises and agreements of each Co-Borrower
and shall constitute the joint and several obligation of each Co-Borrower and
shall be fully binding upon and enforceable against each Co-Borrower. The
release of any party to this Note shall not affect or release the joint and
several liability of any other party. The Lender may at its option enforce this
Note against one or all of the Co-Borrower, and the Lender shall not be required
to resort to enforcement against each Co-Borrower and the failure to proceed
against or join each Co-Borrower shall not affect the joint and several
liability of each Co-Borrower.

     This Note shall be construed and enforced in accordance with the laws of
the State of Minnesota, without reference to its principles of conflicts of law.

     IN WITNESS WHEREOF, the Borrowers have executed this Note as of the day and
year first above written.

                              THE WMF GROUP, LTD.,
                              a Delaware corporation
                              (on behalf of the Borrowers)


                              By:_________________

                              Its:________________

STATE OF _______________ )
                         ) ss
COUNTY OF ______________ )

     On ______________________, before me, a Notary Public, personally appeared
________________________________, the of THE WMF GROUP, LTD., a Delaware
corporation, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument 
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and acknowledged to me that he/she executed the same in his/her authorized
capacity, and that by his/her signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.

     WITNESS my hand and official seal.


______________________________
                              Notary Public
 (SEAL)                       My Commission Expires: