<PAGE>   1

                                                                   EXHIBIT 10.12

                    PROMISSORY NOTE SECURED BY DEED OF TRUST


$18,000,000.00                                           Los Angeles, California
                                                               December __, 2000

FOR VALUE RECEIVED, the undersigned COMMUNICATIONS & POWER INDUSTRIES HOLDING
CORPORATION, a Delaware corporation ("Borrower"), promise(s) to pay to the order
of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"), at the Disbursement and
Operations Center in El Segundo, California, or at such other place as may be
designated in writing by Lender, the principal sum of EIGHTEEN MILLION AND
NO/100THS DOLLARS ($18,000,000.00) or so much thereof as may from time to time
be owing hereunder by reason of advances by Lender to or for the benefit or
account of Borrower, with interest thereon, per annum, at one or more of the
Effective Rates calculated in accordance with the terms and provisions of the
Rate Agreement attached hereto as Exhibit A (based on a 360-day year and charged
on the basis of actual days elapsed). All sums owing hereunder are payable in
lawful money of the United States of America, in immediately available funds.

Interest accrued on this note ("Note") shall be due and payable on the first day
of each month commencing with the first month after the date of this Note.

The outstanding principal balance of this Note, together with all accrued and
unpaid interest, shall be due and payable in full on June 1, 2002 ("Maturity
Date").

This Note is secured by, among other things, that certain Deed of Trust with
Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing
("Deed of Trust") dated as of December __, 2000, executed by Borrower, as
trustor, to a trustee for the benefit of Lender.

If any interest payment required hereunder is not received by Lender (whether by
direct debit or otherwise) on or before the fifteenth (15th) calendar day of the
month in which it becomes due, Borrower shall pay, at Lender's option, a late or
collection charge equal to four percent (4%) of the amount of such unpaid
interest payment.

If: (a) Borrower shall fail to pay when due any sums payable hereunder; or (b) a
Default (as defined in the Deed of Trust) occurs under the Deed of Trust or
under any obligation secured thereby; or (c) the property which is subject to
the Deed of Trust, or any portion thereof or interest therein, is sold,
transferred, mortgaged, assigned, encumbered or leased, whether voluntarily or
involuntarily or by operation of law or otherwise, other than as expressly
permitted by Lender in writing; THEN Lender may, at its sole option, declare all
sums owing under this Note immediately due and payable; provided, however, that
if any document related to this Note provides for automatic acceleration of
payment of sums owing hereunder, all sums owing hereunder shall be automatically
due and payable in accordance with the terms of that document.

If any attorney is engaged by Lender to enforce or defend any provision of this
Note or the Deed of Trust, or as a consequence of any Default, with or without
the filing of any legal action or proceeding, then Borrower shall pay to Lender
immediately upon demand all attorneys' fees and all costs incurred by Lender in
connection therewith, together with interest thereon from the date of such
demand until paid at the rate of interest applicable to the principal balance
owing hereunder as if such unpaid attorneys' fees and costs had been added to
the principal.

No previous waiver and no failure or delay by Lender in acting with respect to
the terms of this Note or the Deed of Trust shall constitute a waiver of any
breach, default, or failure of condition under this Note, the Deed of Trust or
the obligations secured thereby. A waiver of any term of this Note, the Deed of
Trust or of any of the obligations secured thereby must be made in writing and
shall be limited to the express written terms of such waiver. In the event of
any inconsistencies between the terms of this Note and the terms of any other
document related to the loan evidenced by this Note, the terms of this Note
shall prevail.

If this Note is executed by more than one person or entity as Borrower, the
obligations of each such person or entity shall be joint and several. No person
or entity shall be a mere accommodation maker, but each shall be primarily and
directly liable hereunder. Except as otherwise provided in any agreement
executed in connection with this Note, Borrower waives:



                                     Page 1
<PAGE>   2

presentment; demand; notice of dishonor; notice of default or delinquency;
notice of acceleration; notice of protest and nonpayment; notice of costs,
expenses or losses and interest thereon; notice of late charges; and diligence
in taking any action to collect any sums owing under this Note or in proceeding
against any of the rights or interests in or to properties securing payment of
this Note.

Time is of the essence with respect to every provision hereof. This Note shall
be construed and enforced in accordance with the laws of the State of
California, except to the extent that federal laws preempt the laws of the State
of California, and all persons and entities in any manner obligated under this
Note consent to the jurisdiction of any federal or state court within the State
of California having proper venue and also consent to service of process by any
means authorized by California or federal law.

All notices or other communications required or permitted to be given pursuant
to this Note shall be given to the Borrower or Lender at the address and in the
manner provided for in the Loan Agreement.

The Loan Documents contain or expressly incorporate by reference the entire
agreement of the parties with respect to the matters contemplated therein and
supersede all prior negotiations or agreements, written or oral. The Loan
Documents shall not be modified except by written instrument executed by all
parties. Any reference to the Loan Documents includes any amendments, renewals
or extensions now or hereafter approved by Lender in writing.

Exhibits A and B are attached hereto and incorporated herein by reference.


                                       "BORROWER"

                                       COMMUNICATIONS & POWER INDUSTRIES HOLDING
                                       CORPORATION, a Delaware corporation

                                       By:
                                           -------------------------------------
                                       Name:
                                              ----------------------------------
                                       Its:
                                            ------------------------------------



                                     Page 2
<PAGE>   3

                                 RATE AGREEMENT


Exhibit A to Promissory Note Secured by Deed of Trust ("Note"), dated December
__, 2000, made by COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a
Delaware corporation, as Borrower, to the order of WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Lender.


                                 R E C I T A L S

Borrower has requested and Lender has agreed to provide a fixed rate option as a
basis for calculating the effective rate of interest on amounts owing under this
Note. Borrower acknowledges the following: (i) it understands the process of
exercising the fixed rate option as provided herein; (ii) amounts owing under
this Note may bear interest at different rates and for different time periods;
and (iii) absent the terms and conditions hereof, it would be extremely
difficult to calculate Lender's additional costs, expenses, and damages in the
event of a Default or prepayment by Borrower hereunder. Given the above,
Borrower agrees that the provisions herein (including, without limitation, the
Fixed Rate Price Adjustment defined below) provide for a reasonable and fair
method for Lender to recover its additional costs, expenses and damages in the
event of a Default or prepayment by Borrower.

1.      RATES AND TERMS DEFINED. Various rates and terms not otherwise defined
        herein are defined and described as follows:

                "Administration Fee" shall be FIVE HUNDRED AND NO/100THS DOLLARS
                ($500.00).

                "Alternate Rate" is a rate of interest per annum five percent
                (5%) in excess of the applicable Effective Rate in effect from
                time to time.

                "Applicable LIBO Rate" is the rate of interest, rounded upward
                to the nearest whole multiple of one-hundredth of one percent
                (.01%), equal to the sum of: (a) three and twenty-five one
                hundredths percent (3.25%) plus (b) the LIBO Rate, which rate is
                divided by one (1.00) minus the Reserve Percentage:

<TABLE>
                <S>                             <C>
                Applicable LIBO Rate = 3.25% +             LIBO Rate
                                                --------------------------------
                                                    (1 - Reserve Percentage)
</TABLE>

                "Business Day(s)" means a day of the week (but not a Saturday,
                Sunday or holiday) on which the offices of Lender are open to
                the public for carrying on substantially all of Lender's
                business functions.

                "Fixed Rate" is the Applicable LIBO Rate as accepted by Borrower
                as an Effective Rate for a particular Fixed Rate Period and
                Fixed Rate Portion.

                "Fixed Rate Commencement Date" means the date upon which the
                Fixed Rate Period commences.

                "Fixed Rate Notice" is a written notice in the form shown on
                Exhibit B attached to this Note which confirms the Fixed Rate
                for a particular Fixed Rate Period, the Fixed Rate Portion and
                the Administration Fee.

                "Fixed Rate Period" is the period or periods of (a) one (1)
                month, two (2) months, three (3) months, six (6) months, nine
                (9) months or twelve (12) months; or (b) any other period of at
                least one (1) month which ends at the Maturity Date, which
                periods are selected by Borrower and confirmed in the Fixed Rate
                Notice; provided that no Fixed Rate Period shall extend beyond
                the Maturity Date.

                "Fixed Rate Portion" is the portion or portions of the principal
                balance of this Note which Borrower selects to have subject to a
                Fixed Rate, each of which is an amount: (a) equal to the unpaid
                principal balance of this Note not subject to a Fixed Rate; or
                (b) if less than the principal balance of this Note not subject
                to a Fixed Rate, is not less than ONE MILLION AND NO/100THS
                DOLLARS ($1,000,000) and is an even multiple of ONE MILLION AND
                NO/100THS DOLLARS ($1,000,000). In the event Borrower is subject
                to a principal amortization



                                     Page 3
<PAGE>   4

                schedule under the terms and conditions of the Loan Documents,
                the Fixed Rate Portion shall in no event exceed the maximum
                outstanding principal balance which will be permissible on the
                last day of the Fixed Rate Period selected.

                "LIBO Rate" is the rate of interest, rounded upward to the
                nearest whole multiple of one-sixteenth of one percent (.0625%),
                quoted by Lender as the London Inter-Bank Offered Rate for
                deposits in U.S. Dollars at approximately 9:00 a.m. California
                time, for a Fixed Rate Commencement Date or a Price Adjustment
                Date, as appropriate, for purposes of calculating effective
                rates of interest for loans or obligations making reference
                thereto for an amount approximately equal to a Fixed Rate
                Portion and for a period of time approximately equal to a Fixed
                Rate Period or the time remaining in a Fixed Rate Period after a
                Price Adjustment Date, as appropriate.

                "Loan Agreement" is that certain Loan Agreement dated as of
                December __, 2000, between Borrower and Lender.

                "Loan Documents" are the documents defined as such in the Loan
                Agreement.

                "Prime Rate" is a base rate of interest which Lender establishes
                from time to time and which serves as the basis upon which
                effective rates of interest are calculated for those loans
                making reference thereto. Any change in an Effective Rate due to
                a change in the Prime Rate shall become effective on the day
                each such change is announced within Lender.

                "Regulatory Costs" are, collectively, future, supplemental,
                emergency or other changes in Reserve Percentages, assessment
                rates imposed by the FDIC, or similar requirements or costs
                imposed by any domestic or foreign governmental authority and
                related in any manner to a Fixed Rate.

                "Reserve Percentage" is at any time the percentage announced
                within Lender as the reserve percentage under Regulation D for
                loans and obligations making reference to an Applicable LIBO
                Rate for a Fixed Rate Period or time remaining in a Fixed Rate
                Period on a Price Adjustment Date, as appropriate. The Reserve
                Percentage shall be based on Regulation D or other regulations
                from time to time in effect concerning reserves for Eurocurrency
                Liabilities as defined in Regulation D from related institutions
                as though Lender were in a net borrowing position, as
                promulgated by the Board of Governors of the Federal Reserve
                System, or its successor.

                "Taxes" are, collectively, all withholdings, interest
                equalization taxes, stamp taxes or other taxes (except income
                and franchise taxes) imposed by any domestic or foreign
                governmental authority and related in any manner to a Fixed
                Rate.

                "Variable Rate" is the Prime Rate.


2.      EFFECTIVE RATE. The "Effective Rate" upon which interest shall be
        calculated for this Note shall be one or more of the following:

        2.1     Provided no Default, breach, or failure of condition exists
                under the Loan Agreement or any of the Loan Documents described
                therein (this Note is one of the Loan Documents):

                (a)     for those portions of the principal balance of this Note
                        which are not Fixed Rate Portions, the Effective Rate
                        shall be the Variable Rate; and

                (b)     for those portions of the principal balance of this Note
                        which are Fixed Rate Portions, the Effective Rate for
                        the Fixed Rate Period thereof shall be the Fixed Rate
                        selected by Borrower and set in accordance with the
                        provisions hereof, provided, however, if any of the
                        transactions necessary for the calculation of interest
                        at any Fixed Rate requested or selected by Borrower
                        should be or become prohibited or unavailable to Lender,
                        or, if in Lender's good faith judgment, it is not
                        possible or practical for Lender to set a Fixed Rate for
                        a Fixed Rate Portion and Fixed Rate Period as requested
                        or selected by Borrower, the Effective Rate for such
                        Fixed Rate Portion shall remain at or revert to the
                        Variable Rate.



                                     Page 4
<PAGE>   5

        2.2     During such time as a Default, breach or failure of condition
                exists under the Loan Agreement or any of the Loan Documents; or
                from and after the date on which all sums owing under this Note
                become due and payable by acceleration or otherwise; or from and
                after the date on which the property encumbered by the Deed of
                Trust or any portion thereof or interest therein, is sold,
                transferred, mortgaged, assigned, or encumbered, whether
                voluntarily or involuntarily, or by operation of law or
                otherwise, without Lender's prior written consent (whether or
                not the sums owing under this Note become due and payable by
                acceleration); or from and after the Maturity Date, then at the
                option of Lender, the interest rate applicable to the then
                outstanding principal balance of this Note shall be the
                Alternate Rate.

3.      SELECTION OF FIXED RATE. Provided no Default, breach or failure of
        condition exists under the Loan Documents, or would exist with passage
        of time or notice or both, Borrower, at its option and upon satisfaction
        of the conditions set forth herein, may request a Fixed Rate as the
        Effective Rate for calculating interest on the portion of the unpaid
        principal balance and for the period selected in accordance with and
        subject to the following procedures and conditions:

        3.1     Borrower shall give to the Disbursement and Operations Center,
                2120 East Park Place, Suite 100, El Segundo, California, 90245,
                or such other addresses as Lender shall designate, an original
                or facsimile Fixed Rate Notice no later than 9:00 A.M.
                (California time), and not less than three (3) nor more than
                five (5) Business Days prior to the proposed Fixed Rate Period
                for each Fixed Rate Portion. Any Fixed Rate Notice pursuant to
                this Section 3 is irrevocable.

                Lender is authorized to rely upon the telephonic request and
                acceptance of Joey Cory as Borrower's duly authorized agents, or
                such additional authorized agents as Borrower shall designate in
                writing to Lender. Borrower's telephonic notices, requests and
                acceptances shall be directed to such officers of Lender as
                Lender may from time to time designate.

        3.2     Borrower may elect (A) to convert Variable Rate advances to a
                Fixed Rate Portion, or (B) to convert a matured Fixed Rate
                Portion into a new Fixed Rate Portion, provided, however, that
                the aggregate amount of the advance being converted into or
                continued as a Fixed Rate Portion shall, in the aggregate, be
                not less than $1,000,000 and is an even multiple of $1,000,000.
                The conversion of a matured Fixed Rate Portion back to a
                Variable Rate or to a new Fixed Rate Portion shall occur on the
                last Business Day of the Fixed Rate Period relating to such
                Fixed Rate Portion. Each Fixed Rate Notice shall specify (1) the
                amount of the Fixed Rate Portion, (2) the Fixed Rate Period, and
                (3) the Fixed Rate Commencement Date.

        3.3     Upon receipt of a Fixed Rate Notice in the proper form
                requesting a Fixed Rate Portion advance under Sections 3.1 and
                3.2 above, Lender shall determine the Fixed Rate applicable to
                the Fixed Rate Period for such Fixed Rate Portion two (2)
                Business Days prior to the beginning of such Fixed Rate Period.
                Each determination by Lender of the Fixed Rate shall be
                conclusive and binding upon the parties hereto in the absence of
                manifest error. Lender will give Borrower (by facsimile) an
                acknowledgment of receipt and confirmation of the Fixed Rate
                Notice; provided, however, that failure to give such
                acknowledgment of receipt and confirmation of the Fixed Rate
                Notice to Borrower shall not affect the validity of such rate.

        3.4     If Borrower does not make a timely election to convert all or a
                portion of a matured Fixed Rate Portion into a new Fixed Rate
                Portion in accordance with Section 3.2 above, such Fixed Rate
                Portion shall be automatically converted back to a Variable Rate
                upon the expiration of the Fixed Rate Period applicable to such
                Fixed Rate Portion.

4.      ADMINISTRATION FEE. Upon Borrower's acceptance of a Fixed Rate, Borrower
        shall pay to Lender an administration fee of Five Hundred Dollars
        ($500.00) for each Fixed Rate Portion subject to such Fixed Rate.

5.      FIXED RATE NOTICE. Borrower's selection of a Fixed Rate shall be
        delivered to Lender in the form of the Fixed Rate Notice shown on
        Exhibit B attached to this Note. Lender shall confirm and deliver to
        Borrower acceptance of such Fixed Rate Notice via facsimile. Lender's
        failure to deliver the Fixed Rate Notice shall not release Borrower from
        Borrower's obligation to pay interest at the Effective Rate pursuant to
        the terms hereof.



                                     Page 5
<PAGE>   6

6.      LIMITATIONS ON RIGHT TO FIX RATE. Borrower may request and accept up to
        six (6) Fixed Rate quotations at any one time.

7.      TAXES, REGULATORY COSTS AND RESERVE PERCENTAGES. Upon Lender's demand,
        Borrower shall pay to Lender, in addition to all other amounts which may
        be, or become, due and payable under this Note and Loan Documents, any
        and all Taxes and Regulatory Costs, to the extent they are not
        internalized by calculation of a Fixed Rate. Further, at Lender's
        option, the Fixed Rate shall be automatically adjusted by adjusting the
        Reserve Percentage, as determined by Lender in its prudent banking
        judgment, from the date of imposition (or subsequent date selected by
        Lender) of any such Regulatory Costs. Lender shall give Borrower notice
        of any Taxes and Regulatory Costs as soon as practicable after their
        occurrence, but Borrower shall be liable for any Taxes and Regulatory
        Costs regardless of whether or when notice is so given. Notwithstanding
        the provisions of this Section 7, no demand or adjustment shall be made
        unless such demand or adjustment is generally made of similar borrowers
        under loan documents containing similar provisions as those contained in
        the Loan Documents.

8.      FIXED RATE PRICE ADJUSTMENT. Borrower acknowledges that prepayment or
        acceleration of a Fixed Rate Portion during a Fixed Rate Period shall
        result in Lender's incurring additional costs, expenses and/or
        liabilities and that it is extremely difficult and impractical to
        ascertain the extent of such costs, expenses and/or liabilities.
        Therefore, on the date a Fixed Rate Portion is prepaid or the date all
        sums payable hereunder become due and payable, by acceleration or
        otherwise ("Price Adjustment Date"), Borrower will pay Lender (in
        addition to all other sums then owing to Lender) an amount ("Fixed Rate
        Price Adjustment") equal to the then present value of (a) the amount of
        interest that would have accrued on the Fixed Rate Portion for the
        remainder of the Fixed Rate Period at the Fixed Rate set on the Fixed
        Rate Commencement Date, less (b) the amount of interest that would
        accrue on the same Fixed Rate Portion for the same period if the Fixed
        Rate were set on the Price Adjustment Date at the Applicable LIBO Rate
        in effect on the Price Adjustment Date. The present value shall be
        calculated by using as a discount rate the LIBO Rate quoted on the Price
        Adjustment Date.

        By initialing this provision where indicated below, Borrower confirms
        that Lender's agreement to make the loan evidenced by this Note at the
        interest rates and on the other terms set forth herein and in the other
        Loan Documents constitutes adequate and valuable consideration, given
        individual weight by Borrower, for this agreement.

                      BORROWER'S INITIALS: _______________

9.      PURCHASE, SALE AND MATCHING OF FUNDS. Borrower understands, agrees and
        acknowledges the following: (a) Lender has no obligation to purchase,
        sell and/or match funds in connection with the use of a LIBO Rate as a
        basis for calculating a Fixed Rate or Fixed Rate Price Adjustment; (b) a
        LIBO Rate is used merely as a reference in determining a Fixed Rate and
        Fixed Rate Price Adjustment; and (c) Borrower has accepted a LIBO Rate
        as a reasonable and fair basis for calculating a Fixed Rate and a Fixed
        Rate Price Adjustment. Borrower further agrees to pay the Fixed Rate
        Price Adjustment, Taxes and Regulatory Costs, if any, whether or not
        Lender elects to purchase, sell and/or match funds.

10.     MISCELLANEOUS. As used in this Exhibit, the plural shall mean the
        singular and the singular shall mean the plural as the context requires.
        Addresses for the Fixed Rate Notice shall be the same as those for
        notices under the Loan Agreement executed in connection with this Note.



                                     Page 6
<PAGE>   7

This Agreement is executed concurrently with and as part of this Note referred
to and described first above.


                                                     "BORROWER"

                                       COMMUNICATIONS & POWER INDUSTRIES HOLDING
                                       CORPORATION, a Delaware corporation

                                       By:
                                           -------------------------------------
                                       Name:
                                              ----------------------------------
                                       Its:
                                            ------------------------------------



                                     Page 7
<PAGE>   8

                                FIXED RATE NOTICE

                                                                       EXHIBIT B
                                                                   LOAN NO. 1440



<TABLE>
<S>                                          <C>
TODAY'S DATE:                                LOAN MATURITY DATE: June 1, 2002
             --------------                                     --------------------

TO: WELLS FARGO BANK, N.A.                   LOAN ADMINISTRATOR: Robin L. Dixon
    DISBURSEMENT AND OPERATIONS CENTER
    FAX # (310) 615-1014  or  (310) 615-1016
    ATTENTION:  RATE OPTION DESK

                                                                  ------------------

                                             RELATIONSHIP MANAGER: Jay Rosenberg
                                                                  ------------------
</TABLE>

================================================================================

                      BORROWER INTEREST RATE OPTION REQUEST
        Rate Quote Line (888) 293-2362 x:472 Use One Form Per Transaction

LOAN #:   1440         BORROWER NAME: COMMUNICATIONS & POWER INDUSTRIES HOLDING
                                       CORPORATION, a Delaware corporation
        --------                       -----------------------------------------

<TABLE>
<S>                                          <C>                  <C>                         <C>
RATE SET DATE:                                     FIXED RATE COMMENCEMENT DATE:                                 (1350)
               ----------------------------------                                 -------------------------------
FIXED RATE PERIOD (TERM):                                      (i.e.  1, 2, 3 months , etc. as allowed per Note)
                          ------------------------------------

INDEX:      LIBO             RATE:        %        +      SPREAD ABOVE LIBO       =             #'s%              (1350)
       --------------------        ---------------   ----------------------------   -----------------------------
                                       Quote                   Spread                      Applicable Rate

FIXED RATE PORTION EXPIRING ON:                                                  $
                                 --------------------------------               -------------------------------------------

1. AMOUNT ROLLING OVER                       $                    FROM OBLGN#:
                                             --------------------                 -------------

2. ADD: AMT TRANSFERRED FROM VARIABLE RATE
   PORTION                                   $                    FROM OBLGN#:                  TO OBLGN# :
                                             --------------------                 -------------               -------------
                                                                                     (5522)                       (5020)
3. ADD: AMT TRANSFERRED FROM OTHER FIXED
   RATE PORTION                              $                    FROM OBLGN#:                  TO OBLGN# :
                                             --------------------                 -------------               -------------
                                                                                     (5522)                       (5020)
   ADD: AMT TRANSFERRED FROM OTHER FIXED
   RATE PORTION                              $                    FROM OBLGN#:                  TO OBLGN# :
                                             --------------------                 -------------               -------------
                                                                                     (5522)                       (5020)
4. LESS: AMT TRANSFERRED TO VARIABLE RATE
   PORTION                                   $                    FROM OBLGN#:                  TO OBLGN# :
                                             --------------------                 -------------               -------------
                                                                                     (5522)                       (5020)
   TOTAL FIXED RATE PORTION:                 $
                                             ------------------------------------------------------------------------------

ADMINISTRATION  FEE DUE:                     $500.00
                                             --------------------
CHARGE FEES TO DDA#:                         YES, charge DDA                    DDA#:
                     -------------                                                    -------------------------------------
                                             NO, to be remitted          PLEASE REMIT FEE TO: 2120 E. PARK PLACE, SUITE 100
                     -------------                                                                EL SEGUNDO, CA  90245
</TABLE>


Borrower confirms, represents and warrants to Lender, (a) that this selection of
a Fixed Rate is subject to the terms and conditions of the Note, Fixed Rate
Agreement and Loan Documents (as applicable), and (b) that terms, words and
phrases used but not defined in this Notice have the meanings attributed thereto
in the Note, Fixed Rate Agreement and Loan Documents (as applicable), and (c)
that no breach, failure of condition, or Default has occurred or exists, or
would exist after notice or passage of time or both, under the Note or the Loan
Documents.

<TABLE>
<S>                                                                   <C>
REQUESTED BY (as allowed per documents):                              TELEPHONE #: (     )
                                         ---------------------------               ----------------------------------
PRINT NAME:                                                                 FAX #: (     )
            --------------------------------------------------------               ----------------------------------
</TABLE>

================================================================================
           WELLS FARGO BANK ACKNOWLEDGMENT OF RECEIPT AND CONFIRMATION



                                     Page 8
<PAGE>   9


<TABLE>
<S>                                                                <C>
FIXED RATE EXPIRATION DATE:                            (2301)

REQUEST VERIFIED BY:                                               DATE:
                     ----------------------------------------            ---------------------------------------
REQUEST APPROVED BY:                                               DATE:
                     ----------------------------------------            ---------------------------------------
CONFIRMATION FAXED TO CUSTOMER BY:                                 DATE:                     TIME:
                                   --------------------------            --------------            -------------
</TABLE>

================================================================================

                      WELLS FARGO BANK OPERATIONS USE ONLY

<TABLE>
<S>                             <C>                        <C>                       <C>
TRACKING #:                     LOAN AU:  2034             LOAN SU:                  OBLIGOR #:
            -----------------            ------------               -------------               ----------------

CHARGE CODE:      100             BASIS:                EARN TYPE:      0           BAL TYPE:    000      (1350)
             -------------               -----------              -------------              ----------

SPECIAL PRODUCT TYPE CODE: (If change required)                                                           (2305)
                                                -------------------------------------------------------

TDR:   NO        YES       (Fax to loan acctg) UPDATE BILLING SCHEDULE:            NO         YES         (1370)
         ------     ------                                                           ------      ------

DATA ENTRY COMPLETED BY:                            DATE:                             BATCH ID:
                         ---------------------            ---------------------                 ----------------
DATA ENTRY AUDITED BY:                                                                    DATE:
                       --------------------------------------------------------                  ---------------
</TABLE>



                                     Page 9