SECOND MORTGAGE
                           Dated as of March 29, 1996


                            ADVANCED FINANCIAL, INC.
                                       and
                               AFI MORTGAGE CORP.

                                        a

                                    Mortgagor

                                       TO:

                          FIRST MORTGAGE INVESTMENT CO.


                                        a

                                    Mortgagee


                  This instrument was prepared by and recorded
                              counterparts should
                                 be returned to:

                         SHUGHART THOMSON & KILROY, P.C.
                          ATTENTION: STEVEN H. GOODMAN
                                   Suite 1800
                               120 W. 12th Street
                           Kansas City, Missouri 64105
                                 (816) 421-3355






<PAGE>



                                 SECOND MORTGAGE


      THIS MORTGAGE,  dated the 29th day of March,  1996, is granted by Advanced
Financial,  Inc., a Delaware corporation,  located at 5425 Martindale,  Shawnee,
Kansas 66218,  and AFI Mortgage Corp., a Nebraska  corporation,  located at P.O.
Box 3217, Shawnee,  Kansas 66203 (collectively  referred to as "Mortgagor"),  to
First Mortgate Investment Co., a Missouri corporation, having offices located at
5225 W. 75th Street,  Suite 100, P.O. Box 8357,  Prairie  Village,  Kansas 66208
("Mortgagee").

                              W I T N E S S E T H:

      WHEREAS,  Mortgagor  is the fee owner of  certain  real  property  legally
described in Exhibit A, attached  hereto and made a part hereof  (herein  called
the "Premises"); and

      WHEREAS,  Mortgagor has delivered to Mortgagee its Promissory  Note in the
principal  amount of Three Hundred Fifty Thousand  Dollars No/100  ($350,000.00)
executed on or about even date herewith  payable to Mortgagee  (the  "Note"),  a
true and accurate copy of which is attached  hereto and  incorporated  herein by
reference as Exhibit B; and

      WHEREAS, the indebtedness evidenced by the Note is secured by the property
hereinafter described and it is to be paid, together with interest, as set forth
in the Note; and

      WHEREAS, the Mortgagee has required,  as a condition for its acceptance of
the Note,  that the  Mortgagor  execute and deliver this  Mortgage to secure the
following:

      (i)  The principal amount of the Note; plus

      (ii) Interest on the principal amount as provided in the Note; plus

      (iii)All other amounts  payable under the Note, the Term Loan and Security
          Agreement (hereinafter "Loan Agreement"), this Mortgage, or any of the
          Loan Documents (as hereinafter defined), including all future advances
          made  according  to the  terms of the Note or the Loan  Agreement  and
          those  advances to protect the security and costs of  enforcement,  as
          the same may be  amended,  modified  and  supplemented  and  where the
          maturity thereof may be extended or renewed.

All  amounts   described  in  (i)-(iii)   hereof  and  the  other  monetary  and
non-monetary obligations contained in the instruments evidencing or securing the
foregoing, as applicable, are herein collectively called the "Obligations."

      NOW,  THEREFORE,  for and in consideration of One Dollar ($1.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Mortgagor, to secure the punctual payment by Mortgagor when due,
whether at stated maturity, by acceleration or otherwise, of the Obligations and
the performance and observance of all other

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<PAGE>


covenants, obligations and liabilities of Mortgagor under this Mortgage, and all
other  documents  required to be delivered by the Loan Agreement (such documents
being herein  collectively  called the "Loan Documents"),  Mortgagor does hereby
GRANT,  BARGAIN,  ASSIGN,  TRANSFER,  SELL,  MORTGAGE,  WARRANT and CONVEY, unto
Mortgagee,  its  successors  and  assigns,  each and all of the  following  real
property,  and further  grants to  Mortgagee,  its  successors  and assigns,  as
applicable,  a  security  interest  in and to all other  property  described  in
Granting  Clauses  First  through  Third below (all such real property and other
property being herein collectively called the "Premises"):


                                GRANTING CLAUSES

      Subject to all prior interests therein,  all the estate,  right, title and
interest of Mortgagor  now owned or  hereafter  acquired,  in, to and under,  or
derived from:

                                      FIRST

                                  Real Property
 
     That real  property  more  particularly  described in Exhibit A,  attached
hereto  and  incorporated  herein  by  reference,  and all  rights,  privileges,
royalties and easements relating thereto (hereinafter the "Real Property").


                                     SECOND

                                  Improvements

      All buildings,  structures,  facilities,  fixtures, and other improvements
now or hereafter located on the Real Property (hereinafter the "Improvements").

                                      THIRD

                                    Equipment

      All chattels and articles of personal  property and all  appurtenances and
additions  thereto and  betterments,  renewals,  substitutions  and replacements
thereof,  of every  character and wherever  situated,  now or hereafter owned by
Mortgagor which is either, in any way belonging, relating or appertaining to, or
located on, the  properties  referred to in  GRANTING  CLAUSES  FIRST AND SECOND
(hereinafter the "Equipment").  Without  limitation,  Mortgagor hereby grants to
Mortgagee,  as  applicable,  a security  interest  in and to all of  Mortgagor's
present and future  Equipment and  Improvements,  and  Mortgagee  shall have, in
addition to all rights and remedies  provided in the Loan Documents,  all of the
rights and remedies of a "secured  party" under the Uniform  Commercial  Code of
the state in which the Premises are located. This Mortgage constitutes and shall
be  deemed  to be a  "security  agreement"  for all  purposes  of  said  Uniform
Commercial  Code. To the extent  permitted by law, this Mortgage,  once properly
filed with the

                                       3
<PAGE>


recorder's  office of the county in which the Real  Property is  located,  shall
also be  deemed  a  financing  statement  which  perfects  Mortgagee's  security
interest in fixtures and personal property under the Uniform Commercial Code.

      TO HAVE AND TO HOLD  subject to the prior  mortgage  of  Citizens  Bank of
Shawnee,  the holder of a perfected first security interest in the Real Property
recorded  January 12, 1993 in Book 3823, Page 752 as Document No.  2207255,  and
the interests of prior lienholders  (hereinafter the "Permitted  Encumbrances"),
together with all the rights,  privileges and appurtenances thereunto belonging,
unto Mortgagee,  its substitutes,  successors and assigns forever,  for the uses
and purposes herein set forth.

      Mortgagor,  represents,  warrants,  covenants and agrees with Mortgagee as
follows:


                                    ARTICLE I

                   Representations and Warranties of Mortgagor

      SECTION 1.01. Title. Subject to the Permitted  Encumbrances,  Mortgagor is
the lawful owner of the Premises and that it has good right and lawful authority
to mortgage same; that it has not made, done, executed or suffered, and will not
make, do, execute or suffer,  any act or thing whereby its estate or interest in
and title to the Premises or any part thereof shall or may be further  impaired,
changed or  encumbered in any manner  whatsoever;  that it does warrant and will
defend the title to the Premises  against all claims and demands  whatsoever not
specifically excepted herein.

      SECTION  1.02.  Lien.  The lien created by this Mortgage is a valid second
lien on the Premises and Mortgagor  will keep the Premises free from superior or
equal liens and claims of every kind to the lien of this Mortgage  (subject only
to the Permitted Encumbrances).  Mortgagor shall not do or cause to be done, any
act or omission which would increase the principal balance or amount owed on any
Permitted Encumbrances.

      SECTION   1.03.   Authority.   Mortgagor   hereby   represents   and
warrants to Mortgagee that:

      (A) The execution, delivery and performance by Mortgagor of this Mortgage,
the Note, the Loan Agreement,  the Loan Documents and the borrowing evidenced by
the Note: (i) are within the powers of Mortgagor; (ii) have been duly authorized
by  all  requisite  action;  (iii)  have  received  all  necessary  governmental
approvals;  and (iv) will not violate  any  provision  of law,  any order of any
court or other agency of government.

      SECTION  1.04.  Certificates  and  Permits.  (i)  Mortgagor  has and  will
maintain  in  effect  all  necessary  certificates,   licenses,  authorizations,
registrations,  permits and/or  approvals  necessary for the operation of all or
any part of the Premises, (ii) the present and contemplated use and/or occupancy
of the  Premises  does not conflict  with or violate any of the same,  and (iii)
Mortgagor,  promptly  upon  request  by  the  Mortgagee,  shall  deliver  to the
Mortgagee copies of all of the same.

                                       4

<PAGE>


                                   ARTICLE II

                             Covenants of Mortgagor

     SECTION 2.01. General Covenants.

      (a) Payment of  Obligations.  Mortgagor  will  punctually pay when due the
Obligations  and will  perform  and observe  all of its  obligations  under this
Mortgage.

      (b) Filing and  Recording.  Mortgagor  will,  at the request of Mortgagee,
promptly  record and rerecord,  file and refile,  register and  reregister  this
Mortgage, and any financing or continuation statements.

      (c) Maintenance.  Mortgagor will cause the Premises and every part thereof
to be maintained,  preserved and kept in safe and good repair and condition,  in
accordance with its present condition,  and will abstain from and not permit the
commission  of waste in or about  the  Premises.  Mortgagor  will  also make all
necessary and proper repairs, renewals, replacements,  additions and betterments
thereto,  so that the value and  efficient  use thereof  shall be preserved  and
maintained and so that all laws and  regulations as aforesaid  shall be complied
with.

      (d) Real Estate Taxes,  Other  Governmental  Charges-  Liens,  and Utility
Charges. Mortgagor shall, before any penalty attaches thereto, pay and discharge
or cause to be paid and discharged all taxes,  assessments,  utility charges and
other  governmental  charges  imposed  upon or against  the  Premises or upon or
against the Note and the  indebtedness  secured  hereby,  and will not suffer to
exist any mechanics, statutory or other lien on the Premises or any part thereof
unless such lien is inferior to this  Mortgage,  consented  to by  Mortgagee  in
writing,  or is a  Permitted  Encumbrance.  Copies of paid real  estate  tax and
assessment  receipts  shall be furnished to Mortgagee upon request not less than
ten (10) days prior to the delinquent dates.

      (e)  Advances.  If  Mortgagor  shall fail to comply with any of the terms,
covenants, conditions herein with respect to procuring of insurance, the payment
of taxes,  assessments and other charges, the keeping of the Premises in repair,
or any other term,  covenant or condition herein  contained,  Mortgagee may make
advances  to perform  the same.  Mortgagor  agrees to repay all sums so advanced
upon demand,  with  interest at the default  rate as set forth in the Note.  All
sums so advanced,  with interest at the default rate provided in the Note, shall
be secured hereby in equal priority to the  indebtedness  evidenced by the Note,
but no such  advance  shall be  deemed to  relieve  Mortgagor  from any  default
hereunder.  Nothing in this Mortgage shall be construed to obligate Mortgagee to
make any renewals or additional loans or advances.

      (f) WAIVER OF JURY TRIAL. THE MORTGAGOR HEREBY KNOWINGLY,  VOLUNTARILY AND
INTENTIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW, THE RIGHT BE MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY CLAIM,  COUNTERCLAIM OR LITIGATION BASED HEREON,
OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS MORTGAGE,  THE LOAN SECURED
HEREBY OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR

                                       5
<PAGE>


ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF EITHER  PARTY.  THIS  PROVISION IS A MATERIAL  INDUCEMENT  FOR THE
MORTGAGEE ACCEPTING THIS MORTGAGE AND MAKING THE LOAN SECURED HEREBY.

      (g) Use of Premises.  Mortgagor shall furnish and keep, if appropriate, in
force  a  Certificate  of  Occupancy  or its  equivalent  (with  respect  to any
structures  located on the  Premises),  and comply with all  restrictions  laws,
ordinances, acts, rules, regulations affecting the Premises.

      SECTION 2.02. Insurance.

      (a)  Insurance  In General.  Mortgagor  shall  procure and maintain
continuously in effect with respect to the Premises:

           (i) Direct damage  insurance  covering at least the risk of loss from
           Fire, Extended Coverage Perils, and Vandalism and Malicious Mischief,
           on a  replacement  cost basis in an amount  sufficient to pay off the
           Note. The policies  required by this paragraph shall be subject to no
           co-insurance  clause and may include a  deductibility  provision  not
           exceeding $10,000.00.

           (ii)  Minimum  Insurance  Amount of One  Million  Dollars  and No/100
           ($1,000,000.00) on the Premises.

      All  insurance  provided for herein  shall be effective  under a valid and
enforceable   policy  or   policies   issued  by  an   insurer   of   recognized
responsibility.  Each  policy  of  insurance  herein  required  shall  contain a
provision  that the  insurer  shall not  cancel,  refuse to renew or  materially
modify it without  giving  written notice to Mortgagee at least thirty (30) days
before such cancellation, nonrenewal or modification becomes effective.


       SECTION 2.03.  Damage and Destruction.

      (a)  Mortgagee's  Rights.  In case of loss or damage to the  Premises by
fire,  vandalism  or any  other  casualty,  Mortgagee  is  authorized  (but  not
required)  (a) to settle and adjust any claim  under  insurance  policies  which
insure against such risks, or (b) to allow Mortgagor to agree with the insurance
company or companies on the amount to be paid in regard to such loss.  In either
case,  the  Mortgagee is  authorized to collect and issue a receipt for any such
insurance  money.  In the event of loss or  damage  to a  portion  or all of the
Premises,  the  insurance  proceeds  may, at the sole  option of the  Mortgagee,
either be applied in reduction of the Obligations secured hereby, whether due or
not,  without  prepayment  charge,  or be  held  by the  Mortgagee  and  used to
reimburse  Mortgagor  for  the  cost of the  rebuilding  or  restoration  of the
Premises, or any combination thereof, subject to the prior lien of Citizens tank
of Shawnee.

      (b) Mortgagor's  Obligations;  Risk of Loss. In the event of any damage to
or  loss  or  destruction  of the  Premises,  Mortgagor  shall  promptly  notify
Mortgagee of such event and take such steps as shall be reasonably  necessary to
preserve any undamaged portion of the Premises.

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<PAGE>


Mortgagor  expressly assumes all risk of loss,  including a decrease in the use,
enjoyment or value of the Premises from any casualty whatsoever,  whether or not
insurable or insured against.

      SECTION 2.04. Condemnation.

      (a) Mortgagor's  Obligations;  Proceedings.  Mortgagor,  immediately  upon
obtaining knowledge of any pending or threatened  institution of any proceedings
for the  condemnation  of all or any portion of the  Premises or the exercise of
any right of  eminent  domain  over all or any  portion of the  Premises,  shall
immediately notify Mortgagee of the threat or pendency thereof. If the Premises,
or any part thereof,  is taken or damaged by reason of any public improvement or
condemnation  proceedings,  or in any other  manner,  subject  to the  rights of
existing  lien  holders  and  mortgagees,  Mortgagee  shall be  entitled  to all
compensation,  awards and other payments or relief  therefor to which  Mortgagor
shall  be  entitled.  Subject  to  the  rights  of  existing  lien  holders  and
mortgagees,   Mortgagee  may,  through  Mortgagee's  or  Mortgagor's   attorney,
participate  in any such  proceedings,  and  Mortgagor  from  time to time  will
execute  and  deliver  to  Mortgagee  all  instruments  reasonably  required  by
Mortgagee to permit such participation.

      (b)  Application  of  Proceeds.  Subject  to the rights of  existing  lien
holders and mortgagees, Mortgagor hereby absolutely and unconditionally assigns,
transfers and sets over to the Mortgagee the entire proceeds of any award or any
claim for damages  remaining  after the  Obligations  of the First  Mortgage are
satisfied  for any of the Premises  taken or damages  under the power of eminent
domain or by condemnation and all compensation, award, damages, rights of action
and proceeds to which  Mortgagor  shall be entitled.  The Mortgagee may elect to
apply the proceeds of the award upon or in reduction of the Obligations  secured
hereby,  whether due or not, without  prepayment  charge,  or make said proceeds
available for  restoration or rebuilding of the Premises in accordance  with the
terms and conditions governing insurance proceeds under Section 2.03 herein.

      SECTION 2.05.  Compliance  with Legal  Requirements;  Environmental  Laws.
Mortgagor will use its best efforts to promptly and  faithfully  comply with all
present and future  judicial  decisions,  statutes,  rulings,  orders,  decrees,
rules,  regulations,  permits,  certificates  or ordinances of any  governmental
authority in any way  applicable  to  Mortgagor's  ability to perform under this
Mortgage (the "Legal Requirements").

      Mortgagor shall not cause  asbestos-containing  materials to be present in
any of the  Improvements or other  structures  located on or which are a part of
the  Premises;  Mortgagor  shall  use  his  best  efforts  not  to  violate  any
environmental  laws  or  other  regulation  or  ordinance  of  any  governmental
authority  relating to health or the environment  (collectively  the "Applicable
Environmental   Laws"),   including   without   limitation   the   Comprehensive
Environmental  Response,  Compensation,  and  Liability  Act of 1980 (42  U.S.C.
Section 9601 et seq.) ("CERCLA"),  Superfund Amendments and Reauthorizations Act
of 1986,  the Resource  Conversion  and Recovery Act of 1976 (42 U.S.C.  Section
6901 et seq.) ("RCRA"),  or any applicable state laws.  Mortgagor  covenants (i)
that it will not cause any  Hazardous  Materials  (as  defined  in CERCLA) to be
located on the Premises,  (ii) that Mortgagor's  operations will not involve the
generation, transportation,  treatment or disposal of Hazardous Materials, (iii)
that to the best of  Mortgagor's  knowledge,  during  the time  period  prior to
Mortgagor's ownership of the Premises, there has been no disposal

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<PAGE>


or release of any  Hazardous  Materials  on the  Premises  or that  affects  the
Premises,  (iv) that Mortgagor will not install any underground  storage tank or
similar  facility on the Premises  without (1) first notifying  Mortgagee of its
intent to install such a facility and the  proposed  location of that  facility,
(2)  certifying  to  Mortgagee  that the facility  and the  installation  of the
facility will be in compliance  with all Legal  Requirements,  and (3) providing
evidence and certifying to Mortgagee that the facility,  after its installation,
has in fact been installed in compliance  with all Legal  Requirements,  and (v)
that  Mortgagor will not handle process or allow to be brought upon the Premises
any  substance or material  that might  result in a violation of any  Applicable
Environmental  Laws.  Mortgagor  will not do, and will prevent others from doing
anything on the Premises that could subject Mortgagor, Mortgagee or the Premises
to penalty or liability for violations of any Applicable Environmental Laws.


                                   ARTICLE III

                       Assignment of Rents and Other Sums

       SECTION 3.01.  Assignment.

      (a) In the  event of an Event of  Default,  Mortgagor  hereby  absolutely,
 presently and unconditionally grants, bargains,  sells, transfers,  assigns and
 sets over to Mortgagee  all rents,  income,  profits,  proceeds and any and all
 cash  collateral  to be  derived  from the leases  and the use,  possession  or
 occupation of all or part of the Premises  remaining  after the  obligations to
 existing  lienholders or mortgagees are satisfied.  Mortgagee shall be entitled
 to receive all of the benefits  and  exercise  all of the rights  related to or
 arising  therefrom  in the same  manner  and to the same  extent as  Mortgagor.
 Nothing  contained  in the  preceding  sentence  shall  be  construed  to  bind
 Mortgagee to the  performance  of any of the  provisions of any such  contract,
 bond,  lease,  rental  agreement  or other  document  or  otherwise  impose any
 obligation upon Mortgagee. In addition,  Mortgagee shall not be responsible for
 the control,  care, management or repair of the Premises;  nor shall it operate
 to make the  Mortgagee  responsible  or liable for any waste  committed  on the
 Premises or for any dangerous or defective condition on the Premises or for any
 negligence in connection with the Premises.  This  assignment of leases,  rents
 and income is a perfected, absolute and present assignment.

      (b)  Notwithstanding  any law to the  contrary,  if  there  is an Event of
Default as defined in Section 6.01, and if there is any law requiring  Mortgagee
to take actual  possession of the Premises (or some action  equivalent  thereto,
such as securing  the  appointment  of a  receiver)  in order for  Mortgagee  to
"perfect"  or  "activate"  its fights and  remedies  as set forth  herein,  then
Mortgagor  waives  the  benefits  of the law and  agrees  that the law  shall be
satisfied  solely  by: (1)  Mortgagee  sending  Mortgagor  written  notice  that
Mortgagee  intends to enforce and is enforcing its rights in and to the Premises
and the rents,  revenues,  profits  and other  items  assigned  herein;  and (2)
Mortgagee sending written notice to any or all tenants on the Premises that said
tenants should  commence  making payments under the Leases directly to Mortgagee
or its designee.

      (c)  Notwithstanding  the  provisions  set forth in  subsection  3.0 1 (a)
above,  so long as no Event of  Default  hereunder  shall  exist,  and except as
otherwise expressly provided herein,

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<PAGE>


Mortgagor shall have a revocable  license to collect,  as the same shall accrue,
said rents, income, profits, proceeds and cash collateral. Subject to the rights
of existing  lienholders  and mortgagees,  Mortgagor  agrees to hold the same in
trust and to use the same in payment of the Obligations.

      (d) Upon the  occurrence  and during the  continuance of any such Event of
Default,  the license set forth in subsection (c) of this Section may be revoked
in whole or in part by Mortgagee by written notice to Mortgagor and the tenants,
and thereafter  Mortgagee  shall have the right and authority to exercise any of
the rights or remedies referred to or set forth in Article VI hereof.

                                   ARTICLE IV

                                    Indemnity
 
     SECTION 4.01.  Indemnity.  Mortgagor agrees to indemnify and hold harmless
Mortgagee from and against any, and all losses, liabilities, suits, obligations,
fines,  damages,  judgments,  penalties,  claims,  charges,  costs and  expenses
(including  reasonable  attorneys' fees and disbursements)  which may be imposed
on,  incurred or paid by or asserted  against  Mortgagee by reason or on account
of, or in  connection  with (i) any  default or Event of  Default  by  Mortgagor
hereunder,  and (ii) Mortgagee's exercise of any of its rights and remedies,  or
the  performance of any of its duties  hereunder,  except that no such indemnity
shall apply if there is any fraud, willful misconduct or gross negligence on the
part of Mortgagee in its exercise of such rights and remedies or the performance
of any of its duties hereunder.


                                    ARTICLE V

                Transfer of the Premises and Release of Mortgage

      SECTION 5.01.  Continuous  Ownership of Premises.  Mortgagor  acknowledges
that the  continuous  ownership  by  Mortgagor  of the  Premises  is a  material
covenant  of the  Mortgagor  in this  Mortgage  and the Note  which it  secures.
Mortgagor agrees that Mortgagor will not, directly or indirectly, voluntarily or
involuntarily,  sell,  grant,  convey,  encumber,  assign,  divest or  otherwise
transfer or permit to be subject of a transfer,  any part or all of the Premises
or any legal or beneficial interest therein superior to the Mortgage, except the
Permitted Encumbrances, without Mortgagee's prior written consent.


                                   ARTICLE VI

                              Defaults and Remedies

      SECTION  6.01.  Event of Default.  In addition to and not in limitation of
any events of Default  contained in the Loan  Agreement or in the Note, the term
"Event of Default",  as used in this Mortgage,  shall mean the occurrence of any
of the following events:

                                       9

<PAGE>


      (a)  Default  shall be made  and  shall  continue  unremedied  beyond  the
 applicable  cure period in the Loan  Agreement  or the Note,  if any, or in any
 note secured by a Permitted Encumbrance; or

      (b) Any  representation,  warranty or statement  made by Mortgagor in this
Mortgage,  the  Note,  the  Loan  Agreement,  or any  other  documents  executed
contemporaneously herewith, shall prove to have been materially false; or

      (c) Failure to perform or observe any  material  obligations,  conditions,
agreements or covenants under this Mortgage,  which is not cured within ten (10)
days of any such failure, or under any other Loan Documents,  which is not cured
within the applicable cure period set forth in such document; or

      (d) Any  assignment,  sale,  conveyance  or divestment by Mortgagor of its
interest  or title in any manner  whatsoever,  in any  portion  of the  Premises
serving as security for the Note without the prior written consent of Mortgagee;
or

      (e) If  Mortgagor  is named as  "debtor" in any  petition  filed under the
 United  States  Bankruptcy  Code,  or under any  similar or  successor  federal
 statute relating to bankruptcy,  insolvency,  arrangements, or reorganizations,
 or under any similar state  bankruptcy or insolvency act, or files an answer in
 an involuntary proceeding admitting insolvency or inability to pay debts, or if
 Mortgagor fails to obtain a vacation or stay of involuntary proceedings brought
 for the reorganization,  dissolution, or liquidation of Mortgagor within thirty
 (30) days of the date of filing such proceeding,  or if Mortgagor is adjudged a
 bankrupt,  or if a trustee or receiver is appointed for Mortgagor or for any of
 Mortgagor's  property,  or if Mortgagor  makes an assignment for the benefit of
 creditors, or if there is any attachment,  execution, or other judicial seizure
 of all or any portion of the Premises.

      SECTION 6.02.  Remedies.  In addition to all other  remedies  available to
Mortgagee,  Mortgagee  may  take the  following  actions,  each of which  may be
pursued concurrently or otherwise,  to the extent permitted by law, at such time
and in such order as Mortgagee may determine:

      (a)  subject to any right of  reinstatement  pursuant to  applicable  law,
declare by written notice to the Mortgagor the entire balance of the Obligations
to be immediately due and payable; or

      (b) to the extent permitted by law, institute a proceeding or proceedings,
judicial or otherwise,  for the complete or partial foreclosure of this Mortgage
under any  applicable  provision  of law and,  to the  extent the  Premises  are
located in a state where permitted,  Mortgagee shall have the statutory power of
sale in addition to all other rights and remedies hereunder; or

      (c) to the extent permitted by applicable law, sell the Premises,  and all
estate,  right, title,  interest,  claim and demand of Mortgagor therein,  and a
rights  of  redemption  thereof,  at one or more  sales,  as an  entirety  or in
parcels, with such elements of real and/or personal property (and, to the extent
permitted by applicable law, may elect to deem all of the Premises to be real

                                       10
<PAGE>


property for purposes  thereof,  and at such time and place and upon such
terms as it may deem expedient; or

      (d) sue and recover a judgment on the  Obligations  as the same become due
and payable, or on account of any default or defaults by Mortgagor, or either of
them, hereunder; or

      (e)  apply  for  the  appointment  of  a  receiver,   custodian,  trustee,
liquidator or conservator of the Premises,  to be vested with the fullest powers
permitted  under  applicable  law, as a matter of right and without regard to or
the  necessity to disprove the adequacy of the security for the  Obligations  or
the solvency of Mortgagor,  or either of them or any other person liable for the
payment of the Obligations, and Mortgagor and each other person so liable waives
or shall be deemed to have waived such necessity and consents or shall be deemed
to have  consented to such  appointment,  and Mortgagor and each other person so
liable waives any notice or bond which may be required to be given or posted and
agrees to  deliver  immediate  possession  of the  Premises  to the  parties  so
appointed; or

      (f)  with or  without  the  entrance  upon  or  taking  possession  of the
Premises,  collect and receive all earnings,  revenues,  rents, issues, profits,
income  and cash  collateral  derived  from  the  Premises,  and to make  demand
directly  to any or all  tenants  under the  leases  for  payment  of such items
directly to Mortgagee; or

      (g)  release  any  portion  of the  Premises  for  such  consideration  as
Mortgagee may reasonably  require without,  as to the remainder of the Premises,
in any way impairing or affecting the lien or priority of this Mortgage.

      SECTION 6.03.  Expenses.  In any  proceeding,  judicial or  otherwise,  to
foreclose this Mortgage or enforce any other remedy of Mortgagee  under any Loan
Documents  or  hereunder,  there shall be allowed and included as an addition to
and a part of the Obligations in the decree for sale or other judgment or decree
all  reasonable  expenditures  and  expenses  which may be paid or  incurred  in
connection  with the  exercise by  Mortgagee  of any of its rights and  remedies
provided or referred to herein, and the same shall be secured by this Mortgage.

      SECTION 6.04.  Application of Proceeds.  Subject to the fights of existing
lienholders and mortgagees,  the purchase money,  proceeds or avails of any sale
referred to herein shall,  except as herein expressly  provided to the contrary,
be applied as follows:

           FIRST:  To the  payment of all costs and  expenses  of any such sale,
      including  reasonable  compensation to Mortgagee,  its agents and counsel,
      and all other costs incurred by the Mortgagee as authorized under the Loan
      Documents.

           SECOND: Ratably, to the payment in full of the Obligations (including
     principal,  interest,  and all other sums owed) in such order as  Mortgagee
     may elect.

           THIRD: To the extent  permitted by applicable law, to be set aside by
      Mortgagee  as adequate  security in its  judgment  for the payment of sums
      which would have been paid by  application  under clauses First and Second
      above to Mortgagee, which proceeds will, upon

                                       11
<PAGE>


      the  request  of  Mortgagor,  be place in an  independent  escrow  account
      pending  resolution  of  any  matters  arising  out  of an  obligation  or
      liability with respect to which  Mortgagor has agreed to indemnify it, but
      which sums are not yet due and payable or liquidated.

          FOURTH:  To the payment of the surplus,  if any, to whomsoever  may be
     lawfully entitled to receive the same.

      SECTION 6.05. Waiver of Rights and Defenses.  To the full extent Mortgagor
may do so under  applicable  law,  Mortgagor,  for it and its  heirs,  devisees,
representatives,  successors  and  assigns,  and for any  and all  persons  ever
claiming an interest in the  Premises,  hereby waives and releases all fights of
redemption,  appraisement,  valuation,  and  notice  of  intention  to mature or
declare due the whole of the Obligations.

                                   ARTICLE VII

      SECTION 7.01.  Defeasance.  If all the Obligations shall have been paid in
full, then and in that event only, all rights  hereunder shall terminate and the
Premises  shall  become  wholly  released  and  cleared of the  liens,  security
interests, conveyances and assignments evidenced hereby.

      SECTION  7.02.  Control  of  Documents.  In the event  that this  Mortgage
conflicts  with any of the terms,  covenants and  conditions of the Note of even
date herewith, the Note shall control. In the event this Mortgage conflicts with
any off the  terms,  covenants  and  conditions  of the Term  Loan and  Security
Agreement of even date herewith,  the Loan Agreement shall control. In all other
events this  Mortgage  shall be read in  conjunction  with the Note and the Loan
Agreement of even date  herewith and be construed in  accordance  with the terms
thereof.

      IN WITNESS WHEREOF, Mortgagor has executed this Mortgage on the date first
above written.

                          MORTGAGOR:

                          ADVANCED FINANCIAL, INC.


                          By: /s/ William B. Morris
                              _____________________________________
                          Title: Secretary


                          AFI MORTGAGE CORP.


                          By: /s/ William B. Morris
                              _____________________________________
                          Title: Secretary




                                       12
<PAGE>


                                 ACKNOWLEDGMENT

STATE OF __________________  )
                             ) ss.
COUNTY OF _________________  )


      I,  __________________________________,  Notary Public,  do hereby certify
that  on  the  ___  day  of  ___________,  1999,  ______________________________
personally  appeared  before  me and  being  first  duly  sworn by me  severally
acknowledged  that  he/she  signed as  his/her  free act and deed the  foregoing
document as _______________ of Advanced  Financial,  Inc., and declared that the
statements therein contained are true, to his/her best knowledge and belief.

      IN WITNESS WHEREOF,  I have hereunto set my hand and seal the day and year
above written.


                          ___________________________________
                          Notary Public

My Commission Expires:

______________________



                                       13

<PAGE>


                                 ACKNOWLEDGMENT

STATE OF ___________________  )
                              ) ss.
COUNTY OF __________________  )


      I,  __________________________________,  Notary Public,  do hereby certify
that  on  the  ___  day  of  ___________,  1999,  ______________________________
personally  appeared  before  me and  being  first  duly  sworn by me  severally
acknowledged  that  he/she  signed as  his/her  free act and deed the  foregoing
document  as  _______________  of AFI  Mortgage  Corp.,  and  declared  that the
statements therein contained are true, to his/her best knowledge and belief.

      IN WITNESS WHEREOF,  I have hereunto set my hand and seal the day and year
above written.


                          __________________________________
                          Notary Public

My Commission Expires:

_______________________

                                       14

<PAGE>


                                    EXHIBIT A

                                  REAL PROPERTY


Property Description:

      "Lot 1, Block 2, MILLWOOD  BUSINESS PARK FIRST PLAT, a subdivision  in the
      City of Shawnee, Johnson County, Kansas."






<PAGE>



                                    EXHIBIT B

                                 PROMISSORY NOTE


Date:      March 29, 1996                                   Principal: $350,000

Due Date:  March 29, 1998

      FOR VALUE  RECEIVED,  the  undersigned,  Advanced  Financial,  Inc.,  5425
Martindale,  Shawnee,  Kansas 66218,  a Delaware  corporation,  and AFI Mortgage
Corp., a Nebraska corporation, P.O. Box 3217, Shawnee, Kansas 66203 (hereinafter
collectively  referred to as "Maker"),  do hereby promise to pay to the order of
First Mortgage  Investment  Co., 5225 W. 75th Street,  Suite 100, P.O. Box 8357,
Prairie Village, Kansas 66208, a Missouri corporation,  (hereinafter referred to
as "Holder"),  the sum of Three Hundred Fifty  Thousand  ($350,000)  Dollars and
No/100,  plus interest thereon.  The principal amount is to be paid as set forth
below.  Interest  shall be  calculated at a variable rate equal to the Base Rate
(as  defined  below)  plus four (4%)  percentage  points,  which  rate  shall be
adjusted  quarterly  in  accordance  with the  announced  Base Rate of  Citizens
National  Bank of Fort Scott,  Kansas.  The  interest  rate shall  increase to a
variable rate equal to the Base Rate plus six (6%) percentage  points,  upon the
sale by Borrower of all of  Borrower's  servicing  rights (as defined in Section
6.19 of that  certain Term Loan and  Security  Agreement  of even date  herewith
between Maker and Holder (the "Agreement")).

      The accrued interest shall be paid in eight (8) quarterly installments due
on June 30,  September 30, December 31 and March 31 beginning on the 30th day of
June,  1996 and continuing  until March 29, 1998. Upon the sooner of the sale of
all of the  Borrower's  servicing  rights (as  defined  in  Section  6.19 of the
Agreement)  or the  repayment  of the  Servicing  Portfolio  Note of  even  date
herewith,  -a principal payment of One Hundred Fifty Thousand Dollars and No/100
($150,000.00)  shall be due and  payable,  together  with any accrued and unpaid
interest  through such date.  The entire unpaid  principal  balance and all then
accrued  interest  thereon  shall be due and  payable in full on the 29th day of
March,  1998. Unless prohibited by applicable law, this Note shall bear interest
(computed as aforesaid) on any principal or interest which is more than ten (10)
days overdue,  or upon the occurrence of any Event of Default (as defined in the
Agreement), at the rate equal to the Base Rate plus seven (7%) percentage points
(or, in each case at the highest rate permitted by applicable law,  whichever is
less).  The principal and accrued  interest shall be paid by the  undersigned in
lawful money of the United States of America, at 5225 W. 75th Street, Suite 100,
P.O. Box 8357,  Prairie  Village,  Kansas  66208,  or such other place as may be
designated by Holder from time to time.

      For purposes of this Note,  "Base Rate" means the interest rate which from
time to time is announced,  published and used by the Citizens  National Bank of
Fort Scott, Kansas as its "prime rate." The interest rate which is designated as
the "Base  Rate" is not  necessarily  the lowest  interest  rate  charged by the
Citizens  National Bank or the Holder on other credit;  and the term "Base Rate"
does not imply  or-indicate  that the interest  rate which is  designated as the
"Base Rate" is lower than other credit extended by the Citizens National Bank or
the Holder.



<PAGE>


      The Maker  reserves  the right to prepay all or any part of the  principal
balance  owing  on this  Note at any time or times  prior  to  maturity  without
payment of any premium or penalty, subject to the conversion rights set forth in
the Agreement.

      This Note is convertible,  if an Event of Default occurs at any time until
the Note has been paid in full,  into  Common  Stock of the Maker in the manner,
and upon the terms and conditions, provided in the Agreement.

      From time to time,  this Note may be  extended  or  renewed in whole or in
part upon mutual written  agreement of Maker and Holder.  As to any extension or
renewal, the rate of interest thereon may be changed or fees in consideration of
loan extensions may be imposed and any related right or security therefor may be
waived,  exchanged,  surrendered,  or  otherwise  dealt with and any of the acts
mentioned in this Note may be done,  all without  affecting the liability of the
Maker or  endorsers,  each of whom agrees to remain liable under said Note until
the debt represented  thereby is actually paid in full to Holder. The release of
any party  liable  upon or in respect to said Note shall not  release  any other
such party. The Maker hereby waives presentment, demand of payment, protest, and
notice of non-payment,  and of protest and any and all other notices and demands
whatsoever.  The acceptance by Holder of additional security for the performance
of the terms and  provisions  herein  contained  shall not in any way affect the
liability of the Maker.

      Maker  agrees  to pay  on  demand  any  expenditures  made  by  Holder  in
accordance with the Agreement. At the option of Maker, all such expenditures may
be added to the unpaid  principal  balance on this  Promissory Note and become a
part  of  and  on a  parity  with  the  principal  indebtedness  secured  by the
Agreements and other instruments executed herewith, and shall accrue interest at
the  rate  as may be  payable  from  time  to  time  on the  original  principal
indebtedness or may be declared immediately due and payable.

      Maker expressly  agrees that upon failure to pay any sums herein specified
when due, or the  occurrence  of an Event of Default  under the  Agreement,  the
entire  principal  debt,  or so much  thereof as may remain  unpaid at the time,
together with all accrued  interest,  shall, at the continuing option of Holder,
become immediately due and payable,  and any sum not so paid when due shall bear
interest at the default rate specified  above,  and in addition  thereto,  there
shall be due and payable all costs incurred and, to the extent permitted by law,
reasonable  attorney's fees in the event collection efforts are commenced by the
placement of this  Promissory  Note into the  possession  of an  attorney,  such
reasonable  attorney's fees to be paid irrespective of whether or not actions or
foreclosure proceedings are commenced or continued into judgment.

      In no  event  shall  interest  (including  any  charge  or fee  held to be
interest by a court of competent  jurisdiction)  accrue to be payable  hereon in
excess  of  the  highest  contract  rate  allowable  by law  at  the  time  such
indebtedness  shall  be  outstanding  and  unpaid,  and  if,  by  reason  of the
acceleration of maturity of such indebtedness or for any other reason,  interest
in excess of the highest legal rate shall be due or paid,  any such excess shall
constitute and be treated as a payment on the principal hereof and shall operate
to reduce such  principal by the amount of such  excess,  or if in excess of the
principal indebtedness, such excess shall be waived or refunded to the Maker.


<PAGE>



      This Promissory Note is to be construed in accordance with the laws of the
State of Kansas.  if any charges made in  connection  with this loan at any time
whatsoever or provisions  hereof are judicially  determined to be invalid,  then
the interest  rate shall be reduced to an amount  which is legally  permissible,
and that  portion  thereof  which is  declared  invalid  shall  not  affect  the
remaining provisions hereof

      This Promissory  Note is subject to the prior security  interests of those
persons set forth on Exhibit 4.0 to the Agreement, including without limitation,
Bank One,  Texas.  The Agreement shall  constitute  security for the payment and
full  performance of this obligation as well as all  expenditures  made and sums
advanced on principal hereunder. Incorporated herein by reference are the terms,
conditions, covenants,  representations, and warranties of the Agreement and any
other instrument securing this Promissory Note.

      In this  Promissory  Note and any  instrument  securing the payment of the
same,  the singular  shall include the plural;  the masculine  shall include the
feminine and the neuter  genders;  "maker" or  "undersigned"  shall  include the
Maker,  endorser,  guarantor,  and assumer.  In the event this Note is executed,
endorsed,  guaranteed,  or assumed by more than one person  and/or firm,  and/or
corporations, all of the obligations herein contained shall be joint and several
as among all of said parties. All persons liable,  either now or hereafter,  for
the  payment of this Note  shall be  jointly  and  severally  liable,  and waive
presentment,  demand,  protest,  and notice of non-payment  and of protest,  and
agree that any  modifications  of the terms of payment or  extension  of time or
payment shall in no way impair its/ their joint and several liability.

      IN WITNESS WHEREOF,  the undersigned hereby executes this Agreement on the
date first above written.

                                MAKER:

                                ADVANCED FINANCIAL, INC.


                                By: ________________________________ 
                                Title: _____________________________


                                AFI MORTGAGE CORP.


                                By: ________________________________
                                Title: _____________________________