VARIABLE RATE COMMERCIAL BALLOON NOTE
                      FOR PURCHASE OF LOAN SERVICING RIGHTS



$632,328.58                                                   December 31, 1993


         THIS  VARIABLE  RATE  COMMERCIAL  BALLOON NOTE for Purchase of Mortgage
Servicing  Rights  (hereinafter  "this  NOTE")  is  made as of the  date  stated
hereinabove  by  CONTINENTAL  MORTGAGE,  INC.,  with a mailing  address  of 5425
Martindale (URM) Shawnee,  Kansas 66218, (hereafter referred to as "BORROWER") ,
to the order of ARGO FEDERAL  SAVINGS  BANK,  FSB, a  corporation  of the United
States  ("LENDER"),  with a  mailing  address  at 7600 W. 63rd  Street,  Summit,
Illinois 60501-1812.



                                        I

                                     PAYMENT

     FOR VALUE RECEIVED, BORROWER hereby promises to pay to the order of LENDER,
at LENDER'S  office at the  address  stated  hereinabove  or such other place as
LENDER may from time to time designate in writing to BORROWER, the principal sum
of Six  Hundred  Thirty-Two  Thousand,  Three  Hundred  Twenty-Eight  and 58/100
($632,328.58)  Dollars, or so much thereof as may be from time to time disbursed
to or for the  benefit  of the  BORROWER,  together  with  interest  thereon  as
provided below, all in lawful money of the United States of America, as follows:

     1.1 Payment of Principal and Interest.  The principal sum evidenced by this
NOTE,  shall bear interest on the balance of principal  from time to time unpaid
at the  annual  rate of the  INDEX  RATE.  The INDEX  RATE  shall be the rate of
interest  announced  by The Wall Street  Journal  from time to time as its Prime
Rate of Interest.  The INDEX RATE shall be determined monthly on the 25th day of
each month and shall not change during the month.

     Interest on the  principal  sums  advance  under this NOTE shall  accrue in
arrears until  repayment.  BORROWER  hereby agrees to pay, LENDER (as more fully
described in the Security  Agreement  (the "SECURITY  AGREEMENT")  dated of even
date  herewith),  interest  accrued on  advances  under  this  NOTE.  BORROWER'S
obligation  to make  payment of accrued  interest on amounts  disbursed to or on
behalf of BORROWER shall  continue until all sums disbursed  under this NOTE are
repaid to LENDER in full.

     BORROWER agrees the aggregate of all principle  amounts,  accrued  interest
and ADDITIONAL  INDEBTEDNESS,  as defined below, disbursed to or for the benefit
of the BORROWER, under the terms of

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<PAGE>


this NOTE shall, in all events, be due and payable on the FIRST (1st) DAY OF THE
TWENTY-FOURTH  (24th) MONTH, or, January 1, 1996 ("MATURITY DATE") following the
closing of the transactions contemplated hereunder.

     For the purposes of this NOTE, the term  "INDEBTEDNESS"  shall mean (i) the
principal and interest (of whatever  nature) owed to LENDER  hereunder;  and all
other debts,  obligations and liabilities of BORROWER hereunder;  (ii) all other
indebtedness  owed  by  the  BORROWER  to the  LENDER  arising  pursuant  to the
provisions of the "SECURITY  AGREEMENT" or any of the other "LOAN DOCUMENTS" (as
those terms are  hereinafter  defined) ; (iii) all renewals and  extensions,  in
whole or in part,  of all or any  funds of the  INDEBTEDNESS  described  in this
NOTE;  and (iv) all funds  advanced  by LENDER to or for the benefit of BORROWER
pursuant to the  provisions  of the SECURITY  AGREEMENT or any of the other LOAN
DOCUMENTS.

     1.2 Computation of Interest.  Interest shall: (a) be computed in arrears on
the basis of a year equal to three hundred sixty (360) days;  (b) be charged for
the actual number of days within the period for which interest is being charged;
and (c) be charged only on the loan principal  balance and other advances at any
time disbursed and not repaid.

     1.3  Application  of  Payments  Prior to  Defau1t.  Prior  to the  LENDER'S
invocation of the terms and provisions of Paragraph 2.4 hereof,  all monies paid
by BORROWER to LENDER shall be applied in the following  order of priority:  (a)
first,  toward  payment of all amounts due and owing  pursuant to Paragraph  2.5
hereof;  (b)  next,  toward  payment  of  interest  which  has  accrued  on  the
outstanding  principal balance under this NOTE and which is due and payable; (c)
next,  toward payment of other fees and sums due to LENDER pursuant to Paragraph
2.6 or other  provision  hereof  or  pursuant  to the  provisions  of any  other
documents  securing  repayment of this NOTE; and (d) last, toward payment of the
outstanding principal balance under this NOTE.

     1.4 Prepayments. This NOTE may be prepaid, in whole or in part, at any time
without premium. 

                                       II

                        SECURITY, DEFAULTS, AND REMEDIES

     2.1  Security  for  Payment.  Payment of this NOTE is secured by a SECURITY
AGREEMENT  (the  "SECURITY  AGREEMENT")  of even date  herewith from BORROWER to
LENDER,  providing  LENDER a  Purchase  Money  Security  Interest  in those Loan
Servicing Rights described in Exhibit "A" to the SECURITY  AGREEMENT,  this NOTE
(the  "COLLATERAL")  and by certain  other "LOAN  DOCUMENTS"  (as the term "LOAN
DOCUMENTS" is defined in Exhibit "B" attached hereto and by reference

                                       2
<PAGE>


incorporated herein).

     2.2 Events of Default.  Each of the following shall  constitute a "DEFAULT"
by BORROWER:

          (a) Failure to maintain  COLLATERAL Value equal to or greater than One
     Hundred Twenty (120%) 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 less than One Hundred Twenty (120%) Percent of the Principal Balance; or

          (b) 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.

     2.3  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.

     2.4 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 SECURITY AGREEMENT 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  or  under  any of the  other  LOAN
DOCUMENTS,


                                       3
<PAGE>


(b) the unpaid principal balance of the Loan, or (c) any combination thereof.

     2.5 Late Charges.  If any  installment of interest or the unpaid  principal
balance  due under this NOTE or any escrow fund  payment for taxes or  insurance
required under the SECURITY AGREEMENT is not paid to LENDER within ten (10) days
of the date such installment or payment is due,  BORROWER shall pay to LENDER in
addition to all other  payments,  whether or not as a result of Default,  a late
charge of FIVE  ($.05)  CENTS for each  dollar so overdue to defray  part of the
increased cost of collecting the late payments and the opportunity cost incurred
by LENDER because of the unavailability of the funds.

     2.6  Attorneys'  Fees.  If any  attorney  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 of 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.

     2.7 Nature of Remedies.  LENDER'S  remedies  under this NOTE,  the SECURITY
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.

                                       III

                                  OTHER MATTERS

                                       4
<PAGE>



     3.1 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.

     3.2 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 ILLINOIS,  this NOTE, the SECURITY
AGREEMENT,  and the other LOAN  DOCUMENTS  shall be governed by and construed in
accordance with the laws of the State.

     3.3 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 to the  acceptance  of any and all other  security  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

                                       5
<PAGE>

     3.4  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.

     3.5 Business Loan. BORROWER hereby represents that the proceeds of the Loan
will be used for the purpose specified in Subsection 4(l) (c) of Section 6404 of
Chapter  17  of  the  Illinois  Revised  Statutes,  as  amended,  and  that  the
indebtedness  evidenced hereby  constitutes a "business loan" within the purview
of that Subsection.

     3.6 Interest  Laws. It being the intention of LENDER and BORROWER to comply
with the laws of the STATE OF ILLINOIS,  it is agreed that  notwithstanding  any
provision to the contrary in this NOTE,  the SECURITY  AGREEMENT,  or any of the
other LOAN DOCUMENTS,  no such provision shall require the payment or permit the
collection of any amount ("EXCESS  INTEREST") in excess of the maximum amount of
interest  permitted  by law to be  charged  for  the  use or  detention,  or the
forbearance  in  the  collection,  of all or  any  portion  of the  indebtedness
evidenced  by  this  NOTE.  If  any  EXCESS  INTEREST  is  provided  for,  or is
adjudicated to be provided for, in this NOTE, the SECURITY AGREEMENT,  or any of
the  other  LOAN  DOCUMENTS,  then in such  event  (a)  the  provisions  of this
paragraph  shall govern and control;  (b) neither  BORROWER nor any of the other
OBLIGORS shall be obligated to pay any EXCESS INTEREST;  (c) any EXCESS INTEREST
that LENDER may have received  hereunder shall, at the option of LENDER,  be (i)
applied as a credit against the then outstanding  principal balance of the Loan,
accrued and unpaid interest  thereon not to exceed the maximum amount  permitted
by law, or both, (ii) refunded to the payor thereof, or (iii) any combination of
the foregoing;  (d) the  applicable  interest rate or rates  hereunder  shall be
automatically  subject to reduction to the maximum lawful  contract rate allowed
under the  applicable  usury laws of the  aforesaid  State,  and this NOTE,  the
SECURITY  AGREEMENT,  and the other LOAN DOCUMENTS shall be deemed to have been,
and shall be, reformed and modified to reflect such reduction in such applicable
interest rate or rates;  and (3) neither  BORROWER nor any of the other OBLIGORS
shall have any action against LENDER for any damages  whatsoever  arising out of
the payment or collection of any EXCESS INTEREST.

     3.7 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,


                                       6
<PAGE>

or other  transferee  or  successor  to LENDER then  becoming the holder of this
NOTE.

     3.8  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.

     3.9 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 2.2 hereof.

     IN WITNESS WHEREOF, CONTINENTAL MORTGAGE, INC., a corporation of the United
States, NOT personally,  but as aforesaid has caused these presents to be signed
by its ___________ President,  and its corporate seal to be hereunto affixed and
attested by its Secretary, as of this 31st day of December, 1993.

ATTEST:                                               CONTINENTAL MORTGAGE, INC.

By: /s/ Cindy L. Williams                              By: /s/ William B. Morris

Its: Secretary                                                    Its: President

                                       6
<PAGE>



STATE OF Kansas     )
                    ) ss.
COUNTY OF Jordon    )

         I, the  undersigned,  a Notary  Public in and for said  County,  in the
state  aforesaid,  DO HEREBY  CERTIFY,  that Brad Morris,  _______  President of
Continental  Mortgage,  Inc., and Cindy Williams,  __________  Secretary of said
corporation,  who are personally  known to me to be the same persons whose names
are subscribed to the foregoing instrument as such  _____________President,  and
Secretary, respectively,  appeared before me this day in person and acknowledged
that  they  signed  and  delivered  the said  instrument  as their  own free and
voluntary  act and as the free and voluntary  act of said  corporation,  for the
uses and purposes therein set forth; and the said ___________ Secretary then and
there  acknowledged  that he/she,  as custodian  of the  corporate  seal of said
corporation,  did  affix  said  seal to said  instrument  as their  own free and
voluntary act as the free and voluntary  act of said  corporation,  for the uses
and purposes therein set forth.

     _________GIVEN  under  my hand  and  Notarial  Seal as of this  31st day of
December, 1993.



                                                  Wendy R. Simpson
                                                  Notary Public


                                                  My Commission Expires: 3-22-96



                                       7
<PAGE>




                                   EXHIBIT "A"

                              LOAN SERVICING RIGHTS
                         (Attach 12/31/93 Trial Balance)


                                       9
<PAGE>


                                   EXHIBIT "B"
                                 Loan Documents

     The term "LOAN  DOCUMENTS," as used herein,  means the following  documents
and any other documents previously, now, or hereafter given to evidence, secure,
or govern the disbursement of the indebtedness of BORROWER to LENDER,  including
any and all extensions,  renewals,  amendments,  modifications,  and supplements
thereof or thereto:

     1. Variable  Rate  Commercial  Balloon Note for Purchase of Loan  Servicing
Rights executed by Continental  Mortgage,  Inc., in favor of LENDER, dated as of
December 31, 1993, in the amount of $632,328.58;

     2. Corporate Guaranty of Note and  Indemnification of Guarantor for Benefit
of Lender executed by Advance Financial, Inc., a Nebraska Corporation,  in favor
of LENDER, dated as of December 31, 1993;

     3. Security Agreement  executed by Continental  Mortgage,  Inc.,  providing
LENDER a purchase money security interest in and to the COLLATERAL,  dated as of
December 31, 1993;

     4. FNMA Acknowledgement Agreement,  executed by FNMA, Continental Mortgage,
Inc, and Argo Federal  Savings  Bank,  FSB, in favor of LENDER,  and dated as of
December 31, 1993, relating to the COLLATERAL;

     5. UCC-1 and UCC-2 filings made by  Continental  Mortgage,  Inc.,  and Argo
Federal Savings Bank, FSB in favor of LENDER made in the following states:

         Kansas
         Illinois
         Nebraska
         Colorado


<PAGE>

                         SECURITY AGREEMENT FOR SALE OF
                         MORTGAGE LOAN SERVICING RIGHTS

         This  Security  Agreement  (this  "Agreement"),  is entered  into as of
December 31, 1993, between Continental  Mortgage,  Inc., a Nebraska  corporation
(the  "Borrower"),  and  ARGO  FEDERAL  SAVINGS  BANK,  FSB (the  "Lender"),  in
consideration  of, and upon,  the terms,  conditions  and covenants set forth in
this Agreement.

     1.       Factual Background.

     (a)  Pursuant to that certain Loan  Servicing  Purchase and Sale  Agreement
dated as of December 27, 1993 (the "P&S  Agreement"),  Lender,  as Seller,  sold
Borrower,  as  Purchaser,  FNMA  and  Citimae  mortgage  loan  servicing  rights
effective December 31, 1993;

     (b) The P&S  Agreement  provides  that  Seller,  as Lender,  shall  provide
financing  to  Purchaser,   as  Borrower,  to  assist  in  consummation  of  the
transaction, in an amount equal to fifty (50%) percent of the Purchase Price, as
said term is defined in the P&S Agreement;

     (c) In  furtherance  of the  obligations of the parties as set forth in the
P&S  Agreement,  Lender and Borrower  have entered into that certain  Commercial
Balloon Note for Purchase of Mortgage Loan Servicing Rights (the "Note") of even
date herewith setting forth the financing agreement and other terms agreed to by
the parties;

     (d) The Note provides  that  Purchaser  will enter into this  Agreement and
will further grant Seller,  as Lender, a security  interest in the mortgage loan
servicing  rights  sold  pursuant  to the P&S  Agreement,  as further  described
herein.

     2. Grant of Security Interest. To secure the payment and performance of the
obligations   of   Borrower   under  the  Note  and  the  P&S   Agreement   (the
"Obligations"),  Borrower hereby grants to Lender a continuing security interest
in and to all of the right,  title and interest of Borrower in the Mortgage Loan
Servicing  Rights  described in Exhibit A attached  hereto and by this reference
incorporated herein (the "Collateral").

     3. Acknowledgment of Security Interest.  Contemporaneous with the execution
of this Agreement,  Borrower has executed that certain Federal National Mortgage
Association  ("FNMA")  Acknowledgement  Agreement  dated as of December 31, 1993
(the  "Acknowledgement")  by and between Borrower,  Lender and the Dallas, Texas
Regional  Office  of 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.

     4. Representations, Warranties and Covenants. Borrower represents, warrants
and covenants to Lender that:


                                       1
<PAGE>



     (a) Good Title. Borrower presently owns and holds free and marketable title
to the Collateral, subject only to the interests of FNMA and Lender.

     (b) Financing Statement; Further Assurances. Borrower concurrently with the
execution of this  Agreement  and from time to time  thereafter  as requested by
Lender,  shall  execute  and  deliver  to  Lender  such  financing   statements,
continuation statements, amendments to financing statements and other documents,
in a form  satisfactory to Lender,  as Lender may reasonably  require to perfect
and continue in effect the security interest of Lender in the Collateral.

     (c) Enforceability. Borrower has the power and authority to enter into this
Agreement  and has  taken  all  corporate  action  necessary  to  authorize  the
execution,  delivery and  performance of this  Agreement.  This Agreement is the
legal, valid and binding obligation of Borrower,  enforceable in accordance with
its terms.

     (d) No Violation.  No provision or obligation of Borrower contained in this
Agreement violates any applicable law, regulation or ordinance,  or any order or
ruling of any court or governmental entity.

     (e) Value of  Collateral.  The value of the Collateral is and will continue
to equal no less than one hundred twenty (120%) percent of the maximum amount of
indebtedness granted pursuant to the Note,  irrespective of the actual amount of
indebtedness outstanding.

     5. Default; Remedies Upon Default.

     (a) Event _of Default. An "Event of Default" shall mean an event of Default
as defined in the Note.

     (b) Remedies.  If an Event of Default is declared by Lender,  within twenty
(20) days of the date of Borrower's receipt of notice of Lender's declaration of
such Event of  Default,  Borrower  will  provide  notice to Lender  specifically
valuing the Collateral, irrespective of the date of the last valuation appraisal
supplied  to  Lender  pursuant  to the  terms  of  the  Note.  Valuation  of the
Collateral  upon Lender's  declaration of an Event of Default shall be performed
by Hamilton  Carter Smith,  or such other  appraisal  specialist as Lender shall
approve in writing.  In the event any shortage  exists with respect to the value
of the  Collateral,  Borrower  shall  immediately  submit  to  Lender,  via wire
transfer,  verifiable  funds in an amount equal to those sums necessary to bring
the value of Collateral  in line with the  requirements  of Section  4(e).  Such
notice  by  Borrower  shall  also  specify  Borrower's  proposed  plan  for  the
disposition of the Collateral or to repay Borrower's obligations under the Note.
If either (i) Borrower  does not provide the notice  required  above within such
twenty (20) day period, or (ii) Borrower provides such notice and does not remit
the required funds or dispose of the  Collateral  within a period of one hundred
twenty  (120) days from the date of  Borrower's  receipt  of notice of  Lender's
declaration  of such Event of Default,  or (iii)  Borrower  does not provide for
some  other  form of remedy  deemed  acceptable  to Lender  within  the same one
hundred twenty (120) day period set forth in Section 5(b)(ii), then, in any such
event,  Lender  shall  have  the  right  to  dispose  of  the  Collateral  in  a
commercially  reasonable  manner and  otherwise in  accordance  with the Uniform
Commercial Code and applicable law.

     6. Right to Transfer  Collateral.  Until  repayment  of the Note,  in full,
Borrower shall


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<PAGE>


neither pledge,  assign,  transfer or otherwise sell Borrower's  interest in the
Collateral without Lender's prior written approval.

     7. Waivers.  Except as set forth in this Agreement, to the extent permitted
by applicable law,  Borrower waives demand,  diligence,  grace,  presentment for
payment,  protest, notice of nonpayment,  nonperformance,  extension,  dishonor,
maturity,  protest  and  default.  Lender may extend the time for  payment of or
renew this  Agreement,  release  Collateral  as  security  for the  indebtedness
evidenced  hereby or release any party from  liability  hereunder,  and any such
extension,  renewal, release or other indulgence shall not alter or diminish the
liability of  Borrower,  except to the extent  expressly  set forth in a writing
evidencing or constituting such extension,  renewal, release or other indulgence
and executed by Lender.

     8.  Costs of  Collection.  Borrower  agrees  to pay  costs  of  collection,
including, without limitation,  reasonable attorneys' fees and costs of suit, to
enforce payment of this Agreement. Attorneys' fees shall be set by the court and
not by the jury and shall be included in any judgment obtained by Lender.

     9. No Waiver by Lender.  No delay or failure  of Lender in  exercising  any
right  hereunder  shall  affect  such  right,  nor shall any  single or  partial
exercise of any right preclude further exercise thereof.

     10. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Illinois.

     11. Jurisdiction and Venue. Borrower and Lender agree that in the event any
legal  proceedings are initiated  involving this Agreement or arising out of the
transactions  evidenced or contemplated  hereby,  such legal  proceedings may be
brought  in Cook  County,  Illinois.  Borrower  and  Lender  each  submit to the
jurisdiction of the State of Illinois for such purposes and agree that the venue
for such legal  proceedings  shall  properly  lie in the Circuit  Courts of Cook
County,  Illinois,  or the United States  District  Courts located or sitting in
Cook County, Illinois.

     12. Time of Essence.  Time is of the essence of the  Agreement and each and
every provision hereof.

     13. Amendments.  No amendment,  modification,  change,  waiver,  release or
discharge  hereof  and  hereunder  shall be  effective  unless  evidenced  by an
instrument  in  writing  and signed by the party  against  whom  enforcement  is
sought.

     14. Severability. If any provisions hereof is invalid or unenforceable, the
other provisions hereof shall remain in full force and effect.

     15. Binding Nature.  The provisions of this Agreement shall be binding upon
Borrower and Lender and their respective successors and assigns.

     16.  Notice.  Any  notice  or  other  communication  with  respect  to this
Agreement  shall (a) be in writing,  (b) be  effective  on the day of receipt by
hand-delivery or facsimile  transmission  thereof to the party to whom directed,
one business day following the day of deposit thereof with


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<PAGE>


delivery charges prepaid, with a national overnight delivery service, or two (2)
business days following the day of deposit  thereof with postage  prepaid,  with
the United States Postal Service by regular first class,  certified mail, (c) if
directed  to Lender,  be  addressed  to Lender at the office of Lender set forth
above,  or to such other  address as Lender shall have  specified to Borrower by
like notice,  and (d) if directed to  Borrower,  be addressed to Borrower at the
address for Borrower set forth below  Borrower's  name, or to such other address
as Borrower shall have specified by like notice.

     17. Counterparts.  This Agreement may be executed in counterparts,  and all
counterparts shall constitute but one and the same document.

     18. Section Headings.  The section headings set forth in this Agreement are
for  convenience  only, do not define or limit any terms or provisions and shall
not have substantive meaning hereunder or be deemed part of this Agreement.

     19.  Interpretation.  Whenever the context requires,  all words used in the
singular will be construed to have been used in the plural,  and vice versa, and
each  gender  will  include  any  other  gender.  The  word  "include(s)"  means
"include(s), without limitation," and the word "including" means "including, but
not limited to." No listing of specific  instances,  items or matters in any way
limits the scope or generality of any language of this Agreement.

     20.  Construction.  This  Agreement  shall  be  construed  as a  whole,  in
accordance  with its fair meaning,  and without regard to or taking into account
any  presumption or other rule of law requiring  construction  against the party
preparing this Agreement.

     IN WITNESS  HEREOF,  this Agreement has been executed and delivered by each
of the  parties  hereto by a duly  authorized  officer of each such party on the
date first set forth above.

                                        BORROWER:
                                        CONTINENTAL MORTGAGE, INC.,
                                        a Nebraska corporation



                                        By: /s/  William B. Morris
                                            ------------------------------- 
                                        Its: President


                                        LENDER:
                                        ARGO FEDERAL SAVINGS BANK, FSB



                                        By: /s/  Frances M. Pitt
                                            ------------------------------- 
                                        Its: Senior Vice President

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<PAGE>



                                    EXHIBIT A
                         MORTGAGE LOAN SERVICING RIGHTS
                         (Attach 12/31/93 Trial Balance)





















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