VARIABLE RATE COMMERCIAL NOTE
                       SECURED WITH LOAN SERVICING RIGHTS


$1,000,000.00                                                     June 27, 1994


     This  Variable  Rate  Commercial  Note Secured with Loan  Servicing  Rights
(hereinafter  "Note")  is  made  as of the  date  stated  above  by  CONTINENTAL
MORTGAGE,  INC.,  with a mailing  address of 5425  Martindale,  Shawnee,  Kansas
66218, (hereinafter referred to as "Borrower"), to the order of RAILROAD SAVINGS
BANK,  F.S.B.,  a corporation  organized  under the laws of the United States of
America (hereinafter referred to as "Lender"), with a mailing address of 110 S..
Main, Wichita, Kansas 67202.

     FOR VALUE RECEIVED, Borrower hereby promises to pay to the order of Lender,
at Lender's office at the address stated above or such other place as Lender may
from time to time  designate in writing to Borrower,  the  principal  sum of ONE
MILLION DOLLARS ($1, 000, 000. 00),  together with interest  thereon as provided
below, all in lawful U.S. dollars.

1.  Payments.  Borrower  shall  make  59  consecutive  monthly  installments  of
principal and interest in the amount of TWENTY  THOUSAND FIVE HUNDRED  SEVENTEEN
DOLLARS ($20,517.00) commencing on August 1, 1994, and continuing on the 1st day
of each month thereafter through and including June 1, 1999, and a final payment
on July 1, 1999 of all outstanding principal and interest then due.

2.  Interest.  Initially  this Note shall bear interest at the rate of EIGHT AND
THREE QUARTERS  PERCENT (8.75%) per annum.  Thereafter the amount of the monthly
payments and interest rate shall be adjusted in the following manner:

     A. The interest  rate  Borrower  shall pay may change on September 1, 1994,
and on the same day of each month  thereafter  (hereinafter  referred  to as the
"Change Date").

     B. Beginning with the first Change Date, the adjustable  interest rate will
be based on the prime rate of interest  quoted in the Southwest  Addition of the
Wall Street Journal  ("Index") with the most recent Index figure available as of
the date 10 days before each Change Date being  called the  "Current  Index." If
the Index is no longer available,  Lender shall choose a new index that is based
on comparable information. Lender will give Borrower notice of this choice.

     C. Before each Change Date, Lender shall calculate the new interest rate by
adding one and one half percent (1.5%) to the Current Index. This amount will be
the new interest  rate until the next Change Date.  Borrower's  payment will not
change with changes in interest  rate.  Amortization  of principal  shall adjust
with each interest rate change.


<PAGE>



3. Application of Payments. All payments shall be applied in the following order
of priority:  (a) first, toward payment of any and all late charges due pursuant
to paragraph 11 herein,  (b) next,  toward payment of other fees and sums due to
Lender pursuant to any other  provision  hereof or pursuant to the provisions of
any other documents securing repayment of this Note, (c) next, toward payment of
interest which has accrued on the outstanding  principal balance under this Note
and which is due and payable;  and (d) last,  toward payment of the  outstanding
principal balance due under this Note.

4. Paydown.  In the event  Borrower sells any of the servicing  rights  securing
this  Note,  Borrower  agrees to pay to LENDER a sum equal to that  which,  when
credited to the principal balance, would reduce the principal amount outstanding
so that the  collateral  value is equal to or more than One Hundred  Twenty Five
Percent (125%) of the principal balance.

5.  Prepayments.  This Note may be  prepaid,  in whole or in part,  at any time,
without penalty.

6. Events of Defaults.  Each of the  following  shall  constitute a "default" by
Borrower:

     A. If  Borrower  fails to pay any sum  within  fifteen  (15) days  after it
becomes  due,  or if  Borrower  shall in any other way be in default  under this
Note, the Security  Agreement,  then the entire unpaid principal balance of this
Note,  together  with  interest  accrued and with all other sums due or owned by
Borrower  under this  Note,  shall at  Lender's  option  and  without  notice to
Borrower, become due and payable immediately. After the default and acceleration
and until  Borrower's  indebtedness  to Lender  is paid in full,  including  the
period  following entry of any judgement,  the interest shall accrue annually at
the then current  interest rate pursuant to paragraph 7 herein.  Borrower  shall
also be liable for  reasonable  attorneys'  fees incurred for  collection of the
Note in accordance with applicable law and the cost of any title search incurred
by Lender in connection  with the  proceedings.  Payment of these amounts may be
enforced and recovered by the entry of judgment on this Note and the issuance of
execution on the judgement; or

     B.  Failure to  maintain  COLLATERAL  Value  equal to or  greater  than One
Hundred Twenty-five (125%) percent of the balance of principal outstanding under
this NOTE during the term of this NOTE,  and BORROWER'S  failure,  after written
demand of LENDER,  to remit to LENDER  within  thirty (30) days after receipt of
LENDER'S  demand,  a sum equal to that  required  which,  when  credited  to the
outstanding principal balance under this NOTE shall reduce said principal amount
outstanding  so that the  Collateral  Value is equal to or more than one Hundred
Twenty-five (125%) Percent of the Principal Balance; or

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<PAGE>



     C. Borrower's failure to maintain Seller/Servicer status with FNMA or FHLMC
will result in LENDER having the option to demand  payment of any and all of the
outstanding principal and interest balance as of the date BORROWER no longer has
Seller/Servicer status with FNMA or FLMC or GNMA.

     D. The  occurrence  of any other  DEFAULT  (as that term is  defined in the
SECURITY  AGREEMENT or any of the LOAN  DOCUMENTS)  that is not cured within any
grace  period  therein  contained.  LENDER  shall be  required to give notice of
monetary  defaults under (a) above, but not more often than two (2) times within
any twelve (12) month period.  Thereafter,  BORROWER'S failure to pay any amount
within  thirty (30) days after the same becomes due and payable under this NOTE,
whether interest or principal or both and whether as a monthly installment or on
the  MATURITY  DATE,  shall in and of  itself  constitute  an  EVENT OF  DEFAULT
hereunder  without  additional  notice.  For purposes of this Paragraph,  notice
shall be deemed to have been  delivered  two (2) business  days after mailing by
first class  United  States mail,  postage  prepaid to the  addresses  set forth
above.

7. Default  Interest Rate.  While any DEFAULT exists,  BORROWER  promises to pay
interest  on the unpaid  principal  balance of the Loan from time to time,  at a
rate (the  "DEFAULT  INTEREST  RATE") equal to the NOTE  INTEREST RATE plus FIVE
(5%)  PERCENT per annum,  and all unpaid  interest  that has accrued  under this
NOTE,  whether before or after the  occurrence of the DEFAULT,  shall be paid at
the time of, and as a condition precedent to, the curing of the DEFAULT.  While
any DEFAULT exists,  LENDER is expressly authorized to apply payments made under
this NOTE as it may elect against (a) any or all amounts,  or portions  thereof,
then due and payable hereunder to under any of the other LOAN DOCUMENTS, (b) the
unpaid principal balance of the Loan, or (c) any combination thereof.

8.  Security  for  Payment.  Payment  of  this  NOTE is  secured  by one or more
Guarantee Agreements and a SECURITY AGREEMENT (the "SECURITY AGREEMENT") of even
date herewith from BORROWER to LENDER,  providing LENDER a Security  Interest in
the  mortgage  loan  servicing  rights  related  to the  mortgage  loan pools as
described  in Exhibit "A" to the SECURITY  AGREEMENT,  the  "COLLATERAL"  and by
certain  other  "LOAN  DOCUMENTS"  (as the term "LOAN  DOCUMENTS"  is defined in
Exhibit "B" attached hereto and by reference incorporated herein). A default in
payment hereunder,  or a default in any of the other above referenced  documents
executed  in  connection  with  this  transaction,   shall  constitute   default
hereunder.

9. Acknowledgment  Agreements.  Contemporaneous with the execution of this Note,
Borrower has executed an Acknowledgement  Agreement between Borrower, Lender and
Federal Home Loan  Mortgage  Corporation  (FHLMC),  by which  Borrower and FHLMC
acknowledge  Lender's security interest in the Collateral created hereunder,  as
well as those Uniform  Commercial Code ("UCC") filing statements  acknowledging,
as a matter of public record, Lender's security interest in the

                                       3
<PAGE>


Collateral.  Borrower  will  cooperate  with  Lender,  to the extent  reasonably
requested  by  Lender,  in  executing  such  other  and  further   documentation
acknowledging  Lender's security interest in the Collateral as deemed reasonably
necessary by Lender to perfect the same.

Contemporaneous  with the  execution  of this Note,  Borrower  has  executed  an
Acknowledgement Agreement between Borrower, Lender and Federal National Mortgage
Association  (FNMA), by which Borrower and FNMA acknowledge  Lender's  security
interest  in  the  collateral  created  hereunder,  as  well  as  those  Uniform
Commercial Code ("UCC") filing statements  acknowledging,  as a matter of public
record,  Lender's security  interest in the Collateral.  Borrower will cooperate
with Lender,  to the extent  reasonably  requested by Lender,  in executing such
other and further documentation  acknowledging Lender's security interest in the
Collateral as deemed reasonably necessary by Lender to perfect the same.

10. Guaranty Agreement.  Advance Financial,  Inc., a Delaware  corporation,  the
parent company of Borrower,  will be required to execute and deliver to Lender a
Corporate  Guarantee of Note and  Indemnification  of  Guarantor  for Benefit of
Lender concurrently with the execution of this NOTE.

11.  Subordination  Agreement.  Borrower  will  consent  to the  execution  of a
Intercreditor  and  Subordination  Agreement  between Bank One, Texas,  N.A. and
Lender.

12. Other Security.  Borrower will be required to maintain balances in an amount
equal to 10% of the outstanding loan amount.  Any shortfall in the balances will
be billed  annually by multiplying  the shortfall  amount times the average note
rate  times  110%.  Borrower  will be given  credit to be  applied  against  the
principal  balance  based on excess  compensating  balances  or escrow  balances
maintained with Lender.  The credit will be computed monthly and paid quarterly.
The credit will be computed by using Lender's current "Statement Savings Rate."

13.  Acceleration of Maturity.  At any time during the existence of any DEFAULT,
and at the option of LENDER,  the entire  unpaid  principal  balance  under this
NOTE,  together  with  interest  accrued  thereon  and all  other  sums due from
BORROWER  hereunder  or under  any of the other  LOAN  DOCUMENTS,  shall  become
immediately due and payable with notice.

14. Late Charges.  Borrower agrees that if any payment shall be overdue for more
than  fifteen  (15) days,  in addition to any amounts  required to be paid under
paragraph 7 herein,  Borrower shall pay to Lender a late payment charge equal to
five percent (5%) of the late amount as compensation  for additional  collection
efforts.  This shall not be construed  to obligate  Lender to accept any overdue
installment nor to limit Lender's rights and remedies for Borrower's  default as
set forth in this Note.

                                       4
<PAGE>



15.  Attorneys'  Fees. If any attorney,  in-house or outside,  is engaged (a) to
collect the indebtedness evidenced hereby or due under the other LOAN DOCUMENTS,
where  a  Default  exists,  whether  or not  legal  proceedings  are  thereafter
instituted by LENDER; (b) to represent LENDER in any bankruptcy, reorganization,
receivership,  or other proceedings  affecting creditor's rights and involving a
claim  under  this  NOTE:  (c) to  protect  the  lien of any  other  proceedings
whatsoever  in  connection  with any other the LOAN  DOCUMENTS  or the  SECURITY
AGREEMENT,  THEN BORROWER shall pay to LENDER all reasonable attorneys' fees and
expenses  in  connection  therewith,  in  addition  to  all  other  amounts  due
hereunder.

16.  Nature of  Remedies.  LENDER'S  remedies  under  this  NOTE,  the  SECURITY
AGREEMENT,  the GUARANTY  AGREEMENT and all of the other LOAN DOCUMENTS shall be
cumulative and concurrent and may be pursued singly,  successively,  or together
against any or all of BORROWER,  the SECURITY AGREEMENT,  and any other security
described in the LOAN DOCUMENTS or any portion or combination of such COLLATERAL
and  other  security,  and  LENDER  may  resort to every  other  right or remedy
available at law or in equity  without first  exhausting the rights and remedies
contained herein,  all in LENDER'S sole discretion.  Failure of LENDER,  for any
period  of time or 'on  more  than one  occasion,  to  exercise  its  option  to
accelerate  the  MATURITY  DATE  shall not  constitute  a waiver of the right to
exercise the same at any time during the  continued  existence of the DEFAULT or
in the event of any subsequent  DEFAULT.  LENDER shall not by any other omission
or act be deemed to waive any of its rights or  remedies  hereunder  unless such
waiver  is in  writing  and  signed  by  LENDER,  and  then  only to the  extent
specifically set forth therein.  A waiver in connection with one event shall not
be construed as  continuing or as a bar to or as a waiver of any right or remedy
in connection with a subsequent event.

17. Notices. Except as otherwise hereinabove provided, any notice that LENDER or
BORROWER  may desire or be required to give to the other shall be in writing and
shall be mailed or delivered to the  intended  recipient  thereof at its address
hereinabove  set forth or at such other address as such intended  recipient may,
from time to time,  by notice  in  writing,  designate  to the  sender  pursuant
hereto.  Any such notice shall be deemed to have been  delivered to and received
by BORROWER two (2) business days after  mailing by United States  registered or
certified mail, return receipt  requested,  or when delivered in person.  Unless
specifically  required  herein,  notice of the exercise of any option granted to
LENDER by this NOTE is not required to be given.

18.  Financials.  Borrower is required  to provide to Lender  audited  financial
statements at least  annually  beginning  with 1994  financial  statements to be
delivered  to Lender no later than May 31,  1995 and  publicly  filed  financial
statements on a quarterly  basis  beginning with the quarter ending December 31,
1994.

                                       5
<PAGE>



19. Governing Law. The place of negotiation, execution, delivery, and payment of
this NOTE, the location of the PROPERTY,  and the place of performance under the
LOAN DOCUMENTS being the STATE OF KANSAS, this NOTE, the SECURITY AGREEMENT, and
the other LOAN DOCUMENTS  shall be governed by and construed in accordance  with
the laws of the State of Kansas.

20. Waiver,  Consents,  Etc.  BORROWER,  any Guarantor  hereof,  and any and all
others who are now or may become  liable for all or part of the  obligations  of
BORROWER  under  this  NOTE  (all of the  foregoing  being  referred  to  herein
collectively  as "OBLIGORS")  agree to be jointly and severally bound hereby and
jointly  and  severally  (a)  waive  and  renounce  any and all  redemption  and
exemption  rights and the  benefit of all  valuation  and  appraisal  privileges
against the indebtedness evidenced hereby or by any extension or renewal hereof;
(b) waive  presentment  and demand for  payment,  notices of  nonpayment  and of
dishonor,  protest of dishonor,  and notice of protest; (c) waive all notices in
connection  with the delivery  and  acceptance  hereof and all other  notices in
connection with the performance,  default, or enforcement of the payment hereof;
(d) agree that the  liability  of each of OBLIGORS  shall be  unconditional  and
without  regard to the  liability  of any other person or entity for the payment
hereof, and shall not in any manner be affected by any indulgence or forbearance
granted or consented to by LENDER with  respect  hereto;  (e) consent to any and
all extensions of time,  renewals,  waivers, or modification that may be granted
by LENDER with  respect to the payment or other  provisions  hereof,  and to the
release of any  security at any time given for the payment  hereof,  or any part
thereof,  with or  without  substitution,  and to the  release  of any person or
entity liable for the payment hereof; and (f) consent to the addition of any and
all other makers,  endorsers,  guarantors,  and other  OBLIGORS for the payment
hereof,  and agree that the addition of any such OBLIGORS or security  shall not
affect the liability of any of OBLIGORS for the payment hereof. LENDER agrees to
provide notice of the happening of events under  Subsection  (e) hereof,  to any
Guarantor of this NOTE.

21. Interpretation. The headings of sections and paragraphs in this NOTE are for
convenience  only and shall not be  construed  to limit or define  the  content,
scope,  or intent of the provisions  hereof.  As used in this NOTE, the singular
shall include the plural, and masculine,  feminine, and neuter pronouns shall be
fully  interchangeable,  where the context so requires. If any provision of this
NOTE, or any paragraph,  sentence,  clause, phrase, or word, or the application
thereof, in any circumstances, is adjudicated to be invalid, the validity of the
remainder  of this NOTE shall be  construed  as if such  invalid part were never
included  herein.  Time is-of the essence of this NOTE.  This  Agreement,  if in
conflict with any other agreement, executed in connection with this transaction,
the documents when taken together, shall be construed to give LENDER the highest
right or benefit.  This NOTE  incorporates the terms of the SECURITY  AGREEMENT,
GUARANTY AGREEMENT and any other LOAN DOCUMENTS and shall be construed with

                                       6
<PAGE>


their terms.

22. Subsequent Holders. Upon any endorsement,  assignment,  or other transfer of
this NOTE by LENDER or by operation  of law, the term  "LENDER," as used herein,
shall mean the endorsee,  assignee,  or other  transferee or successor to LENDER
then becoming the holder of this NOTE.

23. Subsequent Obligors. This NOTE and all provisions hereof shall be binding on
all  persons  claiming  under or  through  BORROWER.  The terms  "BORROWER"  and
"OBLIGORS" as used herein,  shall include the  respective  successors,  assigns,
legal  and  personal  representatives,   executors,  administrators,   devisees,
legatees, and heirs of BORROWER and any other OBLIGORS.

24. Valuation. No less than annually,  BORROWER will obtain from Hamilton Carter
Smith,  or such other  independent,  third party  valuation firm as LENDER shall
approve in writing, a written valuation  appraisal,  disclosing the market value
of the  COLLATERAL.  BORROWER shall submit such market value appraisal to LENDER
no  later  than the last  business  day of each  year,  beginning  in 1994.  The
valuation appraisal shall be subject to the provisions of Paragraph 6B hereof.

25. Waiver of Jury Trial. The parties hereby waive trial by jury.

26.  Modification.  This  NOTE may only be  modified  in  writing,  executed  by
authorized representatives of the parties.

         IN WITNESS WHEREOF, CONTINENTAL MORTGAGE, INC., a Nebraska corporation,
NOT  personally,  but as aforesaid has caused these presents to be signed by its
Corporate President,  and its corporate seal to be hereunto affixed and attested
by its Corporate Secretary, as of this 27th day of June, 1994.

ATTEST:                                              CONTINENTAL MORTGAGE, INC.

By:  /s/  Cindy L. Williams                           By:/s/  William B. Morris
    ------------------------                             ----------------------
Its:  Secretary                                       Its:  President

                                       7


                                    AGREEMENT

     This  Agreement  is entered  into  effective as of the 11th day of October,
1996, by and between ADVANCED FINANCIAL,  INC., a Delaware corporation,  and AFI
MORTGAGE  CORPORATION,  a Nebraska  corporation,  formerly  known as Continental
Mortgage,  Inc., a Nebraska corporation  (collectively  "Borrower"),  COMMERCIAL
FEDERAL  BANK,  A FEDERAL  SAVINGS  BANK,  successor-in-interest  by merger with
Railroad Savings Bank, F.S.B. of Wichita, Kansas ("Lender") and MATRIX FINANCIAL
SERVICES CORPORATION, an Arizona corporation ("Buyer").

                                R E C I T A L S:

     A. On or about June 27, 1994, Borrower entered into a loan transaction with
Lender  evidenced by a Variable  Rate  Commercial  Note ("Note") in the original
principal  amount of One Million  Dollars  ($1,000,000.00),  which  provides for
monthly payments of principal and interest in the amount of Twenty Thousand Five
Hundred Seventeen Dollars ($20,517.00).

     B. The payment  and  performance  obligations  of the Note are secured by a
Security  Agreement for Mortgage Loan  Servicing  Rights,  one or more Financing
Statements,  and one or more  Guarantee  Agreements  dated on or about  June 27,
1994. The Security  Agreement and Financing  Statements convey to Lender a first
and prior lien  security  interest in certain  mortgage  loan  servicing  rights
generally   described  on  Exhibit  "A"  attached  hereto  ("Lender's   Original
Collateral").  The Note, Security Agreement, Financing Statements, and Guarantee
Agreements are collectively referred to herein as "Loan Documents."

     C. Borrower is in default in the payment and performance  obligations under
the  Loan   Documents  and  has  requested  that  Lender  grant  to  it  certain
accommodations,  which  Lender is willing to do on the terms and  conditions  of
this Agreement.

     D.  Borrower  has also  requested  that Lender  agree to  substitute  other
collateral  in place of its  first and  prior  lien  position  with  respect  to
Lender's Original Collateral, in connection with Borrower's proposed sale of the
same  (together  with other  collateral  of other  lenders) to Buyer.  Lender is
willing to do so on the terms and conditions of this Agreement.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1.  Borrower  and Buyer  agree to proceed  diligently  and in good faith to
consummate  a purchase  by Buyer of loan  servicing  rights  currently  owned by
Borrower,  which  loans  have  current  unpaid  principal  balances  aggregating
approximately  Two Hundred  Forty-One  Million  Three Hundred  Thousand  Dollars
($241,300,000.00),  less certain loans which  constitute  REO  properties or are
deemed to be  "non-eligible"  under the terms of the purchase  agreement between
Borrower and Buyer.  After deduction of REO and  non-eligible  loans, the unpaid
principal  balances of the loans related to the servicing rights being purchased
by Buyer equals  approximately  Two Hundred  Thirty-Six  Million  Three  Hundred
Thirty  Thousand  Dollars  ($236,330,000.00),  with a purchase price of 85 basis
points to be paid by Buyer.


<PAGE>


     2.  Borrower  and Buyer  acknowledge  and agree  that the  closing  of such
purchase  shall  occur in two  stages  as  described  in this  paragraph  and in
paragraph 4 below.  On or before  October 16, 1996,  Buyer will  consummate  its
purchase  of that  portion of the total  package  described  above  constituting
servicing  rights on a net package of loans  (i.e.  after  deduction  of REO and
non-eligible loans) having unpaid principal balances  aggregating  approximately
Eighty-Nine  Million One Hundred Fifty  Thousand  Dollars  ($89,150,000.00)  and
insured  by  FHLMC  (the  "Freddie  Mac  Pool").   Buyer,  Borrower  and  Lender
acknowledge  and  agree  that  all  sale  proceeds  of  such  purchase,  to wit,
approximately Seven Hundred Fifty-Seven Thousand Dollars  ($757,000.00) shall be
utilized  by  Buyer  to fund  all  shortages  and all  other  sums  due to FHLMC
("Freddie Mac"),  thereby fully  discharging all obligations due with respect to
that pool  (but not  including  escrow  balances  which  were  transferred  from
Borrower to Buyer),  with the balance of the  proceeds  being held by Buyer as a
portion of the holdback  ("Holdback")  to be held and disbursed  pursuant to the
purchase  agreement  between  Borrower and Buyer and pursuant to this Agreement.
Contemporaneously  with  Buyer's  payment of the  shortage and other sums due to
Freddie Mac, Buyer shall provide written  evidence to Lender of such payment and
confirmation that the same has been paid in direct  satisfaction of the sums due
on the Freddie Mac Pool.

     3. On or before the date of transfer of  servicing  of the Freddie Mac Pool
from Borrower to Buyer,  Lender agrees to deliver to Buyer a release of Lender's
financing  statement liens against the Freddie Mac Pool,  provided that prior to
such delivery Lender has been provided by Borrower with fully executed originals
of financing  statements granting Lender a security interest in servicing rights
on a pool of loans with unpaid principal balances aggregating  approximately One
Hundred  Sixty  Million  Dollars  ($160,000,000.00)  and  insured  by GNMA  (the
"Substitute Collateral"),  which Substitute Collateral is generally described on
Exhibit "B" attached  hereto.  Such financing  statements  shall be delivered to
Lender by Borrower far enough in advance of the transfer of the Freddie Mac Pool
so that  Lender  shall  have  time  to file  such  financing  statements  in the
respective  offices of the  Secretaries of State of Kansas and Nebraska prior to
the transfer date of the Freddie Mac Pool.  Borrower  warrants and represents to
Lender,  which shall be deemed to be a material  inducement  to Lender  entering
into this  transaction  and agreeing to accept the Substitute  Collateral,  that
upon Lender's filing of the financing statements, Lender shall then have a third
priority lien in the Substitute Collateral, subordinate and inferior only to the
first priority lien of Bank One, Texas,  N.A. ("Bank One") and a second priority
lien of First Mortgage  Investment  Company  ("First  Mortgage"),  both of which
shall be released as provided below.

     4. As the second stage of the purchase, on or about November 1, 1996, Buyer
will  consummate  the purchase from Borrower of the remaining  servicing  rights
attendant to loans  aggregating an unpaid principal balance of approximately One
Hundred    Forty-Seven    Million   One   Hundred   Eighty   Thousand    Dollars
($147,180,000.00)  (after deduction of non-eligible  loans) which,  based upon a
purchase price of 85 basis points, results in sale proceeds of approximately One
Million Two Hundred Fifty Thousand Dollars ($1,250,000.00). The servicing rights
transferred  hereunder  consist of loans serviced for FNMA,  GNMA  (exclusive of
those loans whose servicing constitutes the Substitute Collateral),  and certain
private investors in which


                                       2
<PAGE>


 Lender, Bank One, First Mortgage, and Argo Federal have various collateral lien
positions (the "Miscellaneous Pool"). Buyer and Borrower agree that of the total
proceeds  of  approximately  One  Million Two  Hundred  Fifty  Thousand  Dollars
($1,250,000.00),  Buyer will deliver to Lender,  free and clear of any claims of
Borrower  or  any  third  party,  the  sum of  Three  Hundred  Thousand  Dollars
($300,000.00)  by wire transfer on the earlier of the seventh (7th) business day
after  transfer of the  Miscellaneous  Pool servicing to Buyer or the first date
any part of the purchase price related to the Miscellaneous Pool is paid or made
available to anyone. Buyer and Borrower acknowledge and agree that Eight Hundred
Thirty  -Thousand  Dollars  ($830,000.00)  of the sale proceeds shall be paid to
other lenders, consisting of First Mortgage, Bank One and Argo Federal. Borrower
warrants and represents to Lender that Borrower has obtained written commitments
(copies of which have been  provided  to Lender and to Buyer)  from Bank One and
First Mortgage that upon receipt of their respective  payments described in this
paragraph,  each of them will release their liens against both the Miscellaneous
Pool and the Substitute  Collateral by virtue of execution and delivery to Buyer
of fully  executed  financing  statement  releases  for filing in all states and
offices in which  they have  filed  financing  statements,  together  with their
commitments to do any and all other acts deemed necessary by Borrower, Buyer, or
Lender to release and discharge in full any claims or rights which they may have
in the  Miscellaneous  Pool and in the  Substitute  Collateral.  Buyer agrees to
promptly and immediately cause such releases to be filed of record and copies of
the filed releases will be promptly  delivered to Lender.  Borrower warrants and
represents to Lender, as a material inducement to Lender's  willingness to enter
into this  Agreement,  that upon the filing of such releases Lender shall have a
first and prior lien position in the Substitute Collateral,  inferior to no one,
which shall be deemed fully perfected and which shall secure Borrower's  payment
and performance obligations under the Note.

     5. On or before the transfer of the Miscellaneous  Pool servicing rights to
Buyer from  Borrower,  Lender  agrees to  execute  and  deliver  to Buyer  fully
executed  releases,  releasing that portion of the  Miscellaneous  Pool in which
Lender has a first priority lien position.  Buyer may at any time after transfer
of the  Miscellaneous  Pool is  consummated  cause such  releases to be filed of
record.

     6. The sum of Three Hundred Thousand Dollars  ($300,000.00)  paid to Lender
pursuant to paragraph 4 above shall be applied by Lender  against sums due under
the Note, first to accrued and unpaid interest,  then to due and unpaid late and
other   charges,   with  the   balance   applied  as  a   principal   reduction.
Notwithstanding  such  principal  reduction,  Borrower  shall  continue  to make
monthly  payments of principal and interest in the amount specified in paragraph
1 of the Note,  which  will be  applied  by Lender  to first  discharge  accrued
interest and other charges, with the balance as principal  reductions.  Borrower
hereby  reaffirms  all terms and  conditions  of the Note,  as  modified by this
Agreement,  and agrees to perform  all  duties  and  obligations  under the Loan
Documents, as modified hereby.

     7. In connection with Buyer's purchase of the Miscellaneous  Pool servicing
rights, the balance of the funds not initially disbursed to Lender and the other
lenders as described above shall also constitute a portion of the Holdback.  The
total amount of the Holdback


                                       3
<PAGE>


resulting  from the sales of the  Freddie  Mac Pool and the  Miscellaneous  Pool
shall be held by Buyer for a period of up to, but no greater  than,  twelve (12)
months from November 1, 1996, and shall be utilized by Buyer solely to reimburse
Buyer for losses and expenses  incurred by it (not  including  the payment which
Buyer is obligated to make to fund the shortage in  connection  with the Freddie
Mac Pool as  described  in  paragraph 2 above),  as  described  in the  purchase
agreement  between Borrower and Buyer.  Under no  circumstances  shall Lender be
liable for any of such losses or expenses  except as  provided in  paragraph  10
below.  Notwithstanding  the  twelve  (12)  month term  referenced  above,  such
Holdback may be released prior to November 1, 1997 in accordance  with the terms
of the  agreement  between  Borrower and Buyer.  When the unused  balance of the
Holdback is required or  available  to be released by Buyer,  Buyer and Borrower
warrant and represent to Lender that one-half (1/2) of such amount shall be paid
by wire  transfer to Lender and  one-half  (1/2) of such amount shall be paid to
Argo  Federal.  Lender shall apply its portion as an  additional  payment on the
Note,  first to accrued and unpaid  interest,  then to accrued and unpaid  other
charges,  with the balance applied as a principal  reduction.  Borrower warrants
and  represents  to Lender  that,  except to the extent that some or all of such
Holdback  may be utilized by Buyer for  purposes  authorized  under the purchase
agreement  in effect  as of the date  hereof,  no lender or third  party has any
lien, claim, or rights to receive the same other than Lender and Argo Federal.

     8. Borrower warrants and represents to Lender that Borrower possesses, free
and clear of any claims or rights of Buyer or any third  party,  certain  claims
against  Resolution  Trust  Corporation,  and/or its  predecessors,  affiliates,
successors,  or assigns in amounts  aggregating  approximately Two Hundred Fifty
Thousand  Dollars  ($250,000.00)  and related to the Freddie Mac Pool and/or the
Miscellaneous Pool. Borrower agrees to file and diligently prosecute such claims
at Borrower's  sole expense and to provide  copies  immediately to Lender of any
documents,  correspondence,  or decisions transmitted by or received by Borrower
or its agents in connection  therewith.  Borrower shall not settle or compromise
any such claims without the prior written consent of Lender,  which shall not be
unreasonably withheld. All proceeds derived from such claims, after deduction of
reasonable  costs and expenses  incurred by Borrower in favor of unrelated third
parties   (which  have  been   documented  to  Lender  in  writing  to  Lender's
satisfaction) shall be immediately paid to Lender and applied by Lender first to
interest  accrued and unpaid under the Note, and then to other accrued  charges,
with the  balance  applied as a  principal  reduction.  Such  proceeds  shall be
delivered  to  Lender  free and clear of any  liens or  claims  of  anyone,  and
Borrower  warrants and represents to Lender that no liens or rights have been or
will be granted by Borrower in such proceeds to anyone except Lender.

     9. The terms, conditions, rights, duties, and obligations of this Agreement
shall  apply to and be binding  upon the  successors  and assigns of each of the
parties  hereto,  and shall be  specifically  binding upon any entity into which
Borrower merges or consolidates,  or which purchases all or substantially all of
the assets of Borrower (excluding Buyer with respect to the Freddie Mac Pool and
Miscellaneous Pool).

     10. For a period from the date Lender  receives the Three Hundred  Thousand
Dollar  ($300,000.00)  payment  referenced in paragraph 4 above to and including
the date five (5) years  thereafter,  Buyer may make written claims to Lender on
loans in the Freddie Mac Pool or  Miscellaneous  Pool, the servicing  rights for
which were part of Lender's Original Collateral,  where Freddie Mac or FNMA have
rejected post-foreclosure claims for reimbursement of losses

                                       4
<PAGE>


of Buyer or where Buyer has  sustained a loss  arising  from any act or omission
with respect to the origination,  acquisition or servicing prior to the transfer
of servicing rights to Buyer, subject to the following conditions:

     a.   The basis for  rejection  of the claim by  Freddie  Mac or FNMA or the
          loss of Buyer is not due, in whole or in part,  to errors,  omissions,
          or practices of Buyer or its successors or assigns;

     b.   Buyer has through its loss reimbursements depleted the funds remaining
          in the Holdback or, if such funds have been previously released, Buyer
          has  tendered a written  request for  reimbursement  to  Borrower  and
          Borrower has failed for a period of sixty (60) calendar days after the
          date of such  request  to pay or make  satisfactory  arrangements  for
          payment of the same to Buyer;

     c.   Lender has determined that reimbursement  of the claim  is appropriate
          hereunder;

     d.   Lender  shall  have  the  option  to take  whatever  action  it  deems
          necessary  or  appropriate  with  respect to such loan to  minimize or
          reduce the amount of its  requested  reimbursement,  including but not
          limited to  obtaining  the REO  property  from Buyer and  receiving an
          assignment  from  Buyer of all rights to seek  reimbursement  from any
          responsible party;

     e.   The  aggregate  amount of all losses and claims  reimbursed or paid by
          Lender shall not exceed Three Hundred Thousand Dollars  ($300,000.00);
          and

     f.   When  the  period   identified   above   expires   or  when   Lender's
          reimbursements  or payments  under (e) above  aggregate  Three Hundred
          Thousand Dollars  ($300,000.00),  Lender shall automatically be deemed
          discharged  and released from any claims by Buyer,  its  successors or
          assigns.

Lender  shall  have the right  from and after the date of any  reimbursement  or
payment  made under this  paragraph to obtain  reimbursement  or recovery of the
same from  Borrower  and/or from any  responsible  party,  and  Borrower  agrees
whether  or  not it is  ultimately  the  responsible  party  for  such  loss  to
indemnify, hold harmless, and reimburse Lender promptly upon demand by Lender.

     11.  Time is of the  essence of the  performance  of each and every term of
this Agreement.

                                       5
<PAGE>


     This  Agreement  may be  executed  in one or more  counterparts  which when
brought  together  shall be deemed one and the same  Agreement  executed  by the
parties hereto.

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  to be
effective as of the date first written above.


                                   ADVANCED FINANCIAL, INC., a Delaware
Attest:                            corporation, Borrower


/s/  William B. Morris             By:    /s/ William E. Moffatt
------------------------------            -------------------------------------
Secretary/Assistant Secretary                  Its:   President



                                   AFI MORTGAGE CORPORATION, a Nebraska
                                   corporation, formerly known as Continental
Attest:                            Mortgage, Inc., a Nebraska corporation,
                                   Borrower

/s/  William B. Morris             By:    /s/  William E. Moffatt
------------------------------           --------------------------------------
Secretary/Assistant Secretary            Its:     President


                                  COMMERCIAL FEDERAL BANK, A FEDERAL
                                  SAVINGS BANK, successor-in-interest by merger
                                  with Railroad Savings Bank, F.S.B. of Wichita,
Attest:                           Kansas, Lender

/s/  Illegible                    By:      /s/  Illegible
-----------------------------             -------------------------------------
Secretary/Assistant Secretary             Its:     First Vice President




                                   MATRIX FINANCIAL SERVICES
Attest:                            CORPORATION, an Arizona corporation, Buyer


                                    By:                                        
-----------------------------             -------------------------------------
Secretary/Assistant Secretary       Its:                                      


                                       6