EXHIBIT 10.23


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                           SECOND AMENDED AND RESTATED
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT
                             (SYNDICATED AGREEMENT)

                                     BETWEEN

                               MORTGAGE.COM, INC.,
                       f/k/a First Mortgage Network, Inc.
                              a Florida corporation

                                       AND

                        RESIDENTIAL FUNDING CORPORATION,
                             a Delaware corporation

                                       AND

                          CERTAIN OTHER LENDERS THERETO

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

                          Dated as of November 12, 1999

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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

1.       DEFINITIONS ......................................................... 1

         1.1 DEFINED TERMS.................................................... 1

         1.2 OTHER DEFINITIONAL PROVISIONS ...................................13

2.       THE CREDIT...........................................................13

         2.1     CREDIT LIMIT ................................................13

         2.2     SWINGLINE FACILITY AMOUNT  ..................................14

         2.3     PROCEDURES FOR OBTAINING ADVANCES ...........................15

         2.5     NOTES.......................................................18

         2.6     INTEREST PAYMENTS............................................18
 .
         2.7     PRINCIPAL PAYMENTS...........................................19

         2.8     FEES.........................................................23

         2.9     WAREHOUSING FEES.............................................24

         2.10    MISCELLANEOUS CHARGES  ......................................24

         2.11    INTEREST LIMITATION .........................................24

         2.12    INCREASED COSTS; CAPITAL REQUIREMENTS .......................25

         2.13    BILLING AND PAYMENT .........................................26

         2.14    EXPIRATION OF COMMITMENTS  ..................................27

3 .      COLLATERAL...........................................................27

         3.1     APPOINTMENT OF COLLATERAL AGENT .............................27

         3.2     DELIVERY OF COLLATERAL ......................................27

         3.3     GRANT OF SECURITY INTEREST ..................................27

         3.4     RELEASE OF SECURITY INTEREST IN COLLATERAL ..................29

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         3.5     DELIVERY OF ADDITIONAL COLLATERAL OR MANDATORY PREPAYMENT....31

         3.6     RELEASE OF COLLATERAL........................................31

         3.7     COLLECTION AND SERVICING RIGHTS..............................32

         3.8     RETURN OF COLLATERAL AT MATURITY ............................32

4.       CONDITIONS PRECEDENT.................................................33

         4.1     INITIAL ADVANCE..............................................33

         4.2     EACH ADVANCE.................................................35

5 .      REPRESENTATIONS......................................................36

         5.1     ORGANIZATION; GOOD STANDING; SUBSIDIARIES....................36

         5.2     AUTHORIZATION AND ENFORCEABILITY.............................37

         5.3     APPROVALS....................................................37

         5.4     FINANCIAL CONDITION..........................................37

         5.5     LITIGATION...................................................38

         5.6     COMPLIANCE WITH LAWS.........................................38

         5.7     REGULATION U ................................................38

         5.8     INVESTMENT COMPANY ACT.......................................38

         5.9     PAYMENT OF TAXES.............................................39

         5.10    AGREEMENTS...................................................39

         5.11    TITLE TO PROPERTIES..........................................39

         5.12    ERISA........................................................40

         5.13    ELIGIBILITY..................................................40

         5.14    PLACE OF BUSINESS............................................41

         5.15    SPECIAL REPRESENTATIONS CONCERNING COLLATERAL................41

         5.16    SERVICING....................................................43

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         5.17    NO ADVERSE SELECTION.........................................43

         5.18    YEAR 2000 COMPLIANCE.........................................43

         5.19    ASSUMED NAMES................................................43

6.       AFFIRMATIVE COVENANTS................................................44

         6.1     PAYMENT OF NOTES ............................................44

         6.2     FINANCIAL STATEMENTS AND OTHER REPORTS.......................44

         6.3     MAINTENANCE OF EXISTENCE: CONDUCT OF BUSINESS................46

         6.4     COMPLIANCE WITH APPLICABLE LAWS..............................46

         6.5     INSPECTION OF PROPERTIES AND BOOKS...........................46

         6.6     NOTICE.......................................................47

         6.7     PAYMENT OF DEBT, TAXES, ETC .................................47

         6.8     INSURANCE....................................................48

         6.9     CLOSING INSTRUCTIONS.........................................48

         6.10    SUBORDINATION OF CERTAIN INDEBTEDNESS........................48

         6.11    OTHER LOAN OBLIGATIONS.......................................49

         6.12    USE OF PROCEEDS OF ADVANCES..................................49

         6.13    SPECIAL AFFIRMATIVE COVENANTS CONCERNING COLLATERAL..........49

         6.14    TRANSFER OF FHA INSURANCE ON TITLE I MORTGAGE LOANS..........50

7.       NEGATIVE COVENANTS...................................................51

         7.1     CONTINGENT LIABILITIES.......................................51

         7.2     SALE OR PLEDGE OF SERVICING CONTRACTS........................51

         7.3     MERGER; SALE OF ASSETS; ACQUISITIONS.........................51

         7.4     DEFERRAL OF SUBORDINATED DEBT................................51

         7.5     LOSS OF ELIGIBILITY..........................................51

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         7.6     DEBT TO TANGIBLE NET WORTH RATIO ............................51

         7.7     MINIMUM TANGIBLE NET WORTH  .................................52

         7.8     MINIMUM CURRENT RATIO  ......................................52

         7.9     LOSS LIMITATION  ............................................52

         7.10    DIVIDENDS  ..................................................52

         7.11    ACQUISITION OF RECOURSE SERVICING CONTRACTS  ................52

         7.12    GESTATION FACILITIES  .......................................52

         7.13    TRANSACTIONS WITH AFFILIATES  ...............................52

         7.14    SPECIAL NEGATIVE COVENANTS CONCERNING COLLATERAL.............53

8.       DEFAULTS; REMEDIES ..................................................53

         8.1     EVENTS OF DEFAULT  ..........................................53

         8.2     REMEDIES  ...................................................57

         8.3     APPLICATION OF PROCEEDS  ....................................61

         8.4     CREDIT AGENT APPOINTED ATTORNEY-IN-FACT  ....................62

         8.5     RIGHT OF SETOFF  ............................................62

         8.6     SHARING OF PAYMENTS .........................................63

9.       THE CREDIT AGENT ....................................................63

         9.1     APPOINTMENT  ................................................63

         9.2     DUTIES OF CREDIT AGENT  .....................................64

         9.3     STANDARD OF CARE  ...........................................64

         9.4     DELEGATION OF DUTIES  .......................................64

         9.5     EXCULPATORY PROVISIONS  .....................................65

         9.6     RELIANCE BY CREDIT AGENT  ...................................65

         9.7     NON-RELIANCE ON CREDIT AGENT OR OTHER LENDERS  ..............66

         9.8     CREDIT AGENT IN INDIVIDUAL CAPACITY  ........................66

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         9.9     SUCCESSOR CREDIT AGENT  .....................................67

10.      NOTICES .............................................................67

11.      REIMBURSEMENT OF EXPENSES; INDEMNITY ................................68

         11.1   REIMBURSEMENT OF EXPENSES AND INDEMNIFICATION BY THE COMPANY..68

         11.2   INDEMNIFICATION BY THE LENDERS  ..............................69

12.      FINANCIAL INFORMATION ...............................................69

13.      MISCELLANEOUS .......................................................69

         13.1   TERMS BINDING UPON SUCCESSORS; SURVIVAL OF REPRESENTATIONS ...69

         13.2   LENDERS IN INDIVIDUAL CAPACITY  ..............................70

         13.3   PARTICIPATION AND ASSIGNMENTS  ...............................70

         13.4   COMMITMENT INCREASES  ........................................71

         13.5   AMENDMENTS ...................................................71

         13.6   OPERATIONAL REVIEWS  .........................................72

         13.7   GOVERNING LAW  ...............................................73

         13.8   RELATIONSHIP OF THE PARTIES  .................................73

         13.9   SEVERABILITY  ................................................73

         13.10  COUNTERPARTS  ................................................73

         13.11  CONSENT TO CREDIT REFERENCES  ................................74

         13.12  CONSENT TO JURISDICTION  .....................................74

         13.13  COUNTERPARTS .................................................74

         13.14  ENTIRE AGREEMENT .............................................74

         13.15  WAIVER OF JURY TRIAL .........................................74

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                                    EXHIBITS

Exhibit A-1                          Warehousing Promissory Note
Exhibit A-2                          Swingline Promissory Note

Exhibit B                            Commitment Amounts

Exhibit C-SF                         Request for Advance Against Single

                                     Family Mortgage Loans

Exhibit D-SF                         Procedures and Documentation for
                                     Warehousing Single-Family Mortgage
                                     Loans

Exhibit E                            Schedule of Servicing Contracts

Exhibit F                            Subordination of Debt Agreement

Exhibit G                            Subsidiaries

Exhibit H                            Legal Opinion

Exhibit I-SF                         Officer's Certificate

Exhibit J                            Schedule of Existing Warehouse Lines

Exhibit K-1                          Funding Bank Agreement (Wire)
Exhibit K-2                          Funding Bank Agreement (Checks)

Exhibit L                            Collateral Agency Agreement

Exhibit M                            Terms Applicable to Advances
                                     Against Eligible Loans

Exhibit N                            Advance Certificate

Exhibit 0                            Commitment Summary Report

Exhibit P                            RFConnects Pledge Agreement

Exhibit Q                            Assumed Names


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         THIS SECOND AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY
AGREEMENT, dated as of November 12, 1999, by and among MORTGAGE.COM, INC., a
Florida corporation, f/k/a First Mortgage Network, Inc. (the "Company"), having
its principal office at 8751 Broward Boulevard, Plantation, FL 33324,
RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("RFC"), and BANK
UNITED, a federal savings bank ("Bank United") (RFC, Bank United and any
Additional Lender as may from time to time become parties hereto being referred
to individually as a "Lender" and collectively as the "Lenders"), and RFC as
credit agent for the Lenders (in such capacity, the "Credit Agent").

         WHEREAS, the Company and RFC have entered into a First Amended and
Restated Warehousing Credit and Security Agreement dated June 8, 1998, as
amended by the First Amendment to Warehousing Credit and Security Agreement
dated as of June 30, 1998, the Second Amendment to First Amended and Restated
Warehousing Credit and Security Agreement dated as of July 31, 1998, the Third
Amendment to First Amended and Restated Warehousing Credit and Security
Agreement dated as of December 29, 1998, and the Fourth Amendment to First
Amended and Restated Warehousing Credit and Security Agreement dated as of March
26, 1999 (as so amended, the "Prior RFC Credit Agreement"); and

         WHEREAS, the Company and the Lenders desire to amend and restate the
Prior RFC Credit Agreement to add Bank United as a party thereto and set forth
the terms and conditions upon which the Lenders shall provide warehouse
financing to the Company;

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

1.        DEFINITIONS.

                  1.1 DEFINED TERMS. Capitalized terms defined below or
         elsewhere in this Agreement (including the Exhibits hereto) shall have
         the following meanings:

                  "ADDITIONAL LENDER" means a Person admitted as a Lender under
         the Agreement by the terms of an amendment hereto.

                  "ADVANCE" means a disbursement by the Lenders pursuant to
         Section 2.1 of this Agreement.

                  "ADVANCE CERTIFICATE" has the meaning set forth in Section 2.2
         hereof.

                  "ADVANCE REQUEST" has the meaning set forth in Section 2.3(a)
         hereof.

                  "AFFILIATE" has the meaning set forth in Rule 12b-2 of the
         General Rules and Regulations under the Exchange Act.

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                  "AGENCY SECURITY" means a Mortgage-backed Security issued or
         guarantied by Fannie Mae, Freddie Mac or Ginnie Mae.

                  "AGREEMENT" means this Second Amended and Restated Warehousing
         Credit and Security Agreement, either as originally executed or as it
         may from time to time be supplemented, modified or amended.

                  "APPROVED CUSTODIAN" means a pool custodian or other Person
         which is deemed acceptable to the Credit Agent from time to time in its
         sole discretion to hold a Mortgage Loan for inclusion in a Mortgage
         Pool or to hold a Mortgage Loan as agent for an Investor who has issued
         a Purchase Commitment for such Mortgage Loan.

                  "BUSINESS DAY" means any day excluding Saturday or Sunday and
         excluding any day on which national banking associations are closed for
         business.

                  "CALENDAR QUARTER" means the 3-month period beginning on any
         January 1, April 1, July 1, or October 1.

                  "CASH COLLATERAL ACCOUNT" means a demand deposit account
         maintained at the Funding Bank in the name of the Credit Agent for the
         benefit of the Lenders, and designated for receipt of the proceeds of
         the sale or other disposition of the Collateral.

                  "CHECK DISBURSEMENT ACCOUNT" means a demand deposit account
         maintained at the Funding Bank in the name of the Company and under the
         control of the Credit Agent for the clearing of checks written by the
         Company to fund the closing of Pledged Mortgage Loans.

                  "CLOSING DATE" means November __, 1999.

                  "COLLATERAL" has the meaning set forth in Section 3.3 hereof.

                  "COLLATERAL AGENCY AGREEMENT" means the agreement dated as of
         the date hereof between the Company, the Credit Agent, and the
         Collateral Agent substantially in the form of EXHIBIT L hereto, as the
         same may be amended or modified from time to time.

                  "COLLATERAL AGENT" means RFC, in its capacity as collateral
         agent for the Credit Agent under the Collateral Agency Agreement.

                  "COLLATERAL DOCUMENTS" means, with respect to each Mortgage
         Loan: (a) the Mortgage Note, the Mortgage, and all other documents
         executed in connection with or otherwise relating to the Mortgage Loan,
         (b) as applicable, the original lender's ALTA

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         Policy of Title Insurance or its equivalent, documents evidencing the
         FHA Commitment to Insure or the VA Guaranty, the appraisal, Private
         Mortgage Insurance, the Regulation Z Statement, certificates of
         casualty or hazard insurance, credit information on the maker(s) of the
         Mortgage Note, the HUD-1 or corresponding purchase advice, and (c) any
         other documents that are customarily desired for inspection or transfer
         incidental to the purchase of any Mortgage Note by an Investor or which
         are customarily executed by the seller of a Mortgage Note to an
         Investor.

                  "COLLATERAL VALUE" means (a) with respect to any Eligible Loan
         as of the date of determination, the lesser of (i) the amount of any
         Advance made against such Eligible Loan under Section 2.1(c) hereof or
         (ii) the Fair Market Value of such Eligible Loan; or (b) in the event
         Pledged Mortgages have been exchanged for Agency Securities, the lesser
         of (i) the amount of any Advances outstanding against the Eligible
         Loans backing such Agency Securities or (ii) the Fair Market Value of
         such Pledged Securities; and (c) with respect to cash, the amount of
         such cash.

                  "COMMITMENT FEE" means a fee payable by the Company in
         consideration of each Lenders' issuance of its Maximum Commitment. The
         amount of the Commitment Fee, if any, is set forth in Section 2.8(a)
         hereof.

                  "COMMITMENT SUMMARY REPORT" has the meaning set forth in
         Section 6. 2 (d).

                  "COMMITTED PURCHASE PRICE" means for an Eligible Loan, the
         product of the Mortgage Note Amount multiplied by (a) the price
         (expressed as a percentage), as set forth in a Purchase Commitment for
         such Eligible Loan, or (b) in the event such Mortgage Loan is to be
         used to back an Agency Security, the price (expressed as a percentage),
         as set forth in a Purchase Commitment for such Agency Security.

                  "COMPANY" has the meaning set forth in the first paragraph of
         this Agreement.

                  "CREDIT AGENT" means RFC, in its capacity as credit agent for
         the Lenders hereunder, and any successor pursuant to Section 9.9
         hereof.

                  "CREDIT LIMIT" means at any date the sum of the Maximum
         Commitments of the Lenders at such date, with the initial Credit Limit
         being $90,000,000.

                  "CREDIT SCORE" means a mortgagor's overall consumer credit
         rating, represented by a single numeric credit score calculated

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         using the Fair, Isaac consumer credit scoring system, as provided by a
         credit repository acceptable to the Credit Agent and the Investor that
         issued the Purchase Commitment covering the related Mortgage Loan.

                  "CURRENT RATIO" means the ratio of the current assets of the
         Company (and its Subsidiaries, on a consolidated basis) to the current
         liabilities of the Company (and its Subsidiaries, on a consolidated
         basis), each determined in accordance with GAAP; provided, however,
         current assets shall not include assets that were originated or
         acquired by the Company more than one year prior to the date of
         calculation of the current ratio.

                  "DEBT" means, with respect to any Person at any date, the sum
         of (a) all indebtedness or other obligations of such Person which, in
         accordance with GAAP, would be included in determining total
         liabilities as shown on the liabilities side of a balance sheet of such
         Person at such date, (b) all indebtedness or other obligations of such
         Person for borrowed money or for the deferred purchase price of
         property or services, and (c) to the extent not reflected on its
         financial statements, all amounts financed by such Person for the sale
         of Mortgage Loans, participation interests, and other assets under a
         repurchase agreement, participation agreement, Gestation Agreement, or
         other temporary financing arrangement; provided that for purposes of
         this Agreement, there shall be excluded from Debt at any date
         Subordinated Debt not due within one year of such date and deferred
         taxes arising from capitalized excess servicing fees and capitalized
         servicing rights.

                  "DEFAULT" means the occurrence of any event or existence of
         any condition which, but for the giving of Notice, the lapse of time,
         or both, would constitute an Event of Default.

                  "DEFAULT RATE" has the meaning set forth in Section 2.6(e)
         hereof.

                  "DEPOSITORY BENEFIT" shall mean the compensation received by a
         Lender, directly or indirectly, as a result of the Company's
         maintenance of Eligible Balances with such Lender as its Designated
         Bank.

                  "DESIGNATED BANK" means any bank(s) designated from time to
         time by a Lender as a Designated Bank, but only for as long as the
         Lender has an agreement under which such Lender can receive a
         Depository Benefit.

                  "ELECTRONIC ADVANCE REQUEST" means an electronic transmission
         through RFConnects Delivery containing the same

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         information as EXHIBIT C-SF to this Agreement, together with the
         RFConnects Pledge Agreement, duly executed by the Company, and a list
         of the Mortgage Loans (including mortgagor's name, loan number and loan
         amount) to be funded with the Advance sent to the Lender by facsimile.

                  "ELIGIBLE BALANCES" means all funds of or maintained by the
         Company and its Subsidiaries in accounts at a Lender or Designated
         Bank, less balances to support float, reserve requirements, and such
         other reductions as may be imposed by governmental authorities from
         time to time.

                  "ELIGIBLE LOAN" means a Single Family Mortgage Loan secured by
         a Mortgage on real property located in one of the states of the United
         States or the District of Columbia that is designated as such on
         EXHIBIT M attached hereto and made a part hereof.

                  "ELIGIBLE MORTGAGE POOL" means a Mortgage Pool for which (a)
         an Approved Custodian has issued its initial certification (on the
         basis of which an Agency Security is to be issued), (b) there exists a
         Purchase Commitment covering such Agency Security, and (c) such Agency
         Security will be delivered to the Collateral Agent.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974 and all rules and regulations promulgated thereunder, as amended
         from time to time and any successor statute.

                  "EVENT OF DEFAULT" means any of the conditions or events set
         forth in Section 8.1 hereof.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
         amended from time to time, and any successor statute.

                  "FAIR MARKET VALUE" means at any time for an Eligible Loan or
         the related Agency Security (if such Eligible Loan is to be used to
         back an Agency Security), (a) if such Eligible Loan or the related
         Agency Security is covered by a Purchase Commitment, the Committed
         Purchase Price, or (b) otherwise, the market price for such Eligible
         Loan or Agency Security, determined by the Credit Agent based on market
         data for similar Mortgage Loans or Agency Securities and such other
         criteria as the Lender deems appropriate.

                  "FANNIE MAE" means Fannie Mae, a corporation created under the
         laws of the United States, and any successor thereto.

                  "FHA" means the Federal Housing Administration and any
         successor thereto.

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                  "FICA" means the Federal Insurance Contributions Act.

                  "FIRREA" means the Financial Institutions Reform, Recovery and
         Enforcement Act of 1989, as amended from time to time, and the
         regulations promulgated and rulings issued thereunder.

                  "FIRST MORTGAGE" means a Mortgage which constitutes a first
         Lien on the property covered thereby.

                  "FIRST MORTGAGE LOAN" means a Mortgage Loan secured by a First
         Mortgage.

                  "FREDDIE MAC" means Freddie Mac, a corporation created under
         the laws of the United States, and any successor thereto.

                  "FUNDING BANK" means Bank One, NA or any other bank designated
         from time to time by the Credit Agent.

                  "FUNDING BANK AGREEMENT" means the letter agreement
         substantially in the form of EXHIBIT K-1 hereto, or the letter
         agreement substantially in the form of EXHIBIT K-2 hereto.

                  "GAAP" means generally accepted accounting principles set
         forth in the opinions and pronouncements of the Accounting Principles
         Board and the American Institute of Certified Public Accountants and
         statements and pronouncements of the Financial Accounting Standards
         Board or in such other statements by such other entity as may be
         approved by a significant segment of the accounting profession, which
         are applicable to the circumstances as of the date of determination.

                  "GESTATION AGREEMENT" means an agreement under which the
         Company agrees to sell or finance (a) a Pledged Mortgage prior to the
         date of purchase by an Investor, or (b) a Mortgage Pool prior to the
         date an Agency Security backed by such Mortgage Pool is issued.

                  "GINNIE MAE" means the Government National Mortgage
         Association, an agency of the United States government, and any
         successor thereto

                  "HEDGING ARRANGEMENTS" means, with respect to any Person, any
         agreements or other arrangement (including, without limitation,
         interest rate swap agreements, interest rate cap agreements and forward
         sale agreements) entered into by such Person to protect itself against
         changes in interest rates or the market value of assets.

                  "HUD" means the Department of Housing and Urban Development
         and any successor thereto.

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                  "HUD 203(K) MORTGAGE LOAN" means an FHA insured closed-end
         First Mortgage Loan secured by a First Mortgage, of which a portion
         will be used for the purpose of rehabilitating and/or repairing the
         related single family property, and which satisfies the definition of
         "rehabilitation loan" under 24 C.F.R. Section 203.50(a).

                  "INDEMNIFIED LIABILITIES" has the meaning set forth in Section
         11.1 hereof.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
         1986, or any subsequent federal income tax law or laws, as any of the
         foregoing have been or may from time to time be amended.

                  "INVESTOR" means Fannie Mae, Freddie Mac or a financially
         responsible private institution which is deemed acceptable by the
         Credit Agent from time to time in its sole discretion with respect to a
         particular category of Pledged Mortgages.

                  "LENDER" has the meaning set forth in the first paragraph of
         this Agreement.

                  "LIBOR" means, for each calendar week, the rate of interest
         per annum which is equal to the arithmetic mean of the U.S. Dollar
         London Interbank Offered Rates for one (1) month periods of certain
         U.S. banks as of 11:00 a.m. London time on the first Business Day of
         each week on which the London Interbank market is open, as published by
         Bloomberg L.P. LIBOR shall be rounded, if necessary, to the next higher
         one sixteenth of 1/160. If such U.S. dollar LIBOR rates are not so
         offered or published for any period, then during such period LIBOR
         shall mean the London Interbank Offered Rate for one (1) month periods
         published on the first Business Day of each week on which the London
         Interbank market is open, in the Wall Street Journal in its regular
         column entitled "MONEY RATES."

                  "LIEN" means any lien, mortgage, deed of trust, pledge,
         security interest, charge or encumbrance of any kind (including any
         conditional sale or other title retention agreement, any lease in the
         nature thereof, and any agreement to give any security interest).

                  "LOAN DOCUMENTS" means this Agreement, the Notes, the
         Collateral Agency Agreement, any agreement of the Company relating to
         Subordinated Debt, and each other document, instrument or agreement
         executed by the Company in connection herewith or therewith, as any of
         the same may be amended, restated, renewed or replaced from time to
         time.

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                  "MAJORITY LENDERS" means at any date, one or more Lenders
         whose aggregate Percentage Shares are at least 66.67%. Notwithstanding
         the foregoing, if there are only 2 Lenders the term "Majority Lenders"
         shall, except for purposes of Section 8.2(c), include both of the
         Lenders.

                  "MANUFACTURED HOME" means a structure that is built on a
         permanent chassis (steel frame) with the wheel assembly necessary for
         transportation in one or more sections to a permanent site or
         semi-permanent site and which has been built in compliance with the
         National Manufactured Housing Construction and Safety Standards
         established by HUD.

                  "MARGIN STOCK" has the meaning assigned to that term in
         Regulation U of the Board of Governors of the Federal Reserve System as
         in effect from time to time.

                  "MATURITY DATE" shall mean the earlier of: (a) the close of
         business on August 31, 2000, as such date may be extended from time to
         time in writing by all the Lenders, in their sole discretion, on which
         date the Maximum Commitments shall expire of their own terms, and
         without the necessity of action by the Lenders, and (b) the date the
         Advances become due and payable pursuant to Section 8.1 below.

                  "MAXIMUM COMMITMENT" means, for any Lender at any date, that
         dollar amount designated as such opposite such Lender's name on EXHIBIT
         B hereto, as the same may be amended from time to time in accordance
         with this Agreement.

                  "MISCELLANEOUS CHARGES" has the meaning set forth in Section
         2.10 hereof.

                  "MORTGAGE" means a mortgage or deed of trust on improved and
         substantially completed real property (including, without limitation,
         real property to which a Manufactured Home has been affixed in a manner
         such that the Lien of a mortgage or deed of trust would attach to such
         manufactured home under applicable real property law).

                  "MORTGAGE-BACKED SECURITIES" means securities that are secured
         or otherwise backed by Mortgage Loans.

                  "MORTGAGE LOAN" means any loan evidenced by a Mortgage Note
         and secured by a Mortgage.

                  "MORTGAGE NOTE" means a promissory note secured by a Mortgage.

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                  "MORTGAGE NOTE AMOUNT" means, as of the date of determination,
         the then outstanding unpaid principal amount of a Mortgage Note
         (whether or not an additional amount is available to be drawn
         thereunder).

                  "MORTGAGE POOL" means a pool of one or more Pledged Mortgages
         on the basis of which there is to be issued a Mortgage-backed Security.

                  "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined
         in Section 4001(a)(3) of ERISA which is maintained for employees of the
         Company or a Subsidiary of the Company.

                  "NASDAQ" means National Association of Securities Dealers
         Automated Quotation system.

                  "NOTES" has the meaning set forth in Section 2.5 hereof.

                  "NOTICES" has the meaning set forth in Article 10 hereof.

                  "OBLIGATIONS" means any and all indebtedness, obligations and
         liabilities of the Company to the Lenders, the Credit Agent and the
         Collateral Agent (whether now existing or hereafter arising, voluntary
         or involuntary, whether or not jointly owned with others, direct or
         indirect, absolute or contingent, liquidated or unliquidated, and
         whether or not from time to time decreased or extinguished and later
         increased, created or incurred), arising out of or related to the Loan
         Documents.

                  "OFFICER'S CERTIFICATE" means a certificate executed on behalf
         of the Company by its chief financial officer or its treasurer or by
         such other officer as may be acceptable to the Credit Agent and
         substantially in the form of EXHIBIT I-SF attached hereto.

                  "OPERATING ACCOUNT" means a demand deposit account maintained
         at the Funding Bank in the name of the Company and designated for
         funding that portion of each Eligible Loan not funded by an Advance
         made against such Eligible Loan and for returning any excess payment
         from an Investor for a Pledged Mortgage or Pledged Security.

                  "PARTICIPANT" has the meaning set forth in Section 13.3
         hereof.

                  "PERCENTAGE SHARE" means, for any Lender at any date, that
         percentage which such Lender's Maximum Commitment bears to the Credit
         Limit.

                                       9
<PAGE>

                  "PERSON" means and includes natural persons, corporations,
         limited liability companies, limited partnerships, general
         partnerships, joint stock companies, joint ventures, associations,
         companies, trusts, banks, trust companies, land trusts, business trusts
         or other organizations, whether or not legal entities, and governments
         and agencies and political subdivisions thereof.

                  "PLANS" has the meaning set forth in Section 5.12 hereof.

                  "PLEDGED MORTGAGES" has the meaning set forth in Section
         3.3(a) hereof.

                  "PLEDGED SECURITIES" has the meaning set forth in Section 3 .
         3(b) hereof.

                  "PRIOR RFC CREDIT AGREEMENT" has the meaning set forth in the
         recitals hereto.

                  "PURCHASE COMMITMENT" means a written commitment, in form and
         substance satisfactory to the Credit Agent, issued in favor of the
         Company by an Investor pursuant to which that Investor commits to
         purchase Mortgage Loans or Mortgage-backed Securities.

                  "RELEASE AMOUNT" has the meaning set forth in Section 3.4(g)
         hereof.

                  "RFC" means Residential Funding Corporation, a Delaware
         corporation, and any successor thereto.

                  "RFCONNECTS DELIVERY" means the Lender's proprietary service
         to support the electronic exchange of information between the Lender
         and the Company, including, but not limited to, Advance Requests,
         shipping requests, payoff requests, activity reports and exception
         reports.

                  "RFCONNECTS PLEDGE AGREEMENT" means a pledge agreement in the
         form of Exhibit P to the Agreement.

                  "SECOND MORTGAGE" means a Mortgage which constitutes a second
         Lien on the property covered thereby.

                  "SECOND MORTGAGE LOAN" means a closed-end Mortgage Loan
         secured by a Second Mortgage, which is not a Title I Mortgage Loan or a
         High LTV Mortgage Loan.

                  "SECURED PARTIES" has the meaning set forth in Section 3.1
         hereof.

                                       10
<PAGE>

                  "SERVICING CONTRACT" means, with respect to any Person, the
         arrangement, whether or not in writing, pursuant to which such Person
         has the right to service Mortgage Loans.

                  "SERVICING PORTFOLIO" means, as to any Person, the unpaid
         principal balance of Mortgage Loans serviced by such Person under
         Servicing Contracts.

                  "SINGLE FAMILY MORTGAGE LOAN" means a Mortgage Loan secured by
         a Mortgage covering improved real property containing one to four
         family residences.

                  "STATEMENT DATE" means the date of the most recent financial
         statements of the Company (and, if applicable, its Subsidiaries, on a
         consolidated basis) delivered to the Lenders under the terms of this
         Agreement.

                  "SUBLIMIT" means the aggregate amount of Advances (expressed
         as a dollar amount or as a percentage of the Commitment Amount) that is
         permitted to be outstanding at any one time against a specific type of
         Eligible Loan.

                  "SUBORDINATED DEBT" means (a) all indebtedness of the Company
         for borrowed money which is effectively subordinated in right of
         payment to all other present and future Obligations either (i) pursuant
         to a Subordination of Debt Agreement in the form of EXHIBIT F hereto or
         (ii) otherwise on terms acceptable to the Credit Agent, and (b) solely
         for purposes of Section 7.4 hereof, all indebtedness of the Company
         which is required to be subordinated by Section 4.1(b) or Section 6.10
         hereof.

                  "SUBSIDIARY" means any corporation, association or other
         business entity in which more than 50% of the total voting power or
         shares of stock entitled to vote in the election of directors, managers
         or trustees thereof is at the time owned or controlled, directly or
         indirectly, by any Person or one or more of the other Subsidiaries of
         that Person or a combination thereof.

                  "SWINGLINE ADVANCE" means an Advance made by the Swingline
         Lender under Section 2.2 hereof.

                  "SWINGLINE FACILITY AMOUNT" means the maximum amount of
         Swingline Advances to be made by the Swingline Lender from time to
         time, but not to exceed the then undisbursed portion of the aggregate
         Maximum Commitment of all the Lenders.

                  "SWINGLINE LENDER" means RFC.

                  "SWINGLINE NOTE" has the meaning set forth in Section 2.5
         hereof.

                                       11
<PAGE>

                  "TANGIBLE NET WORTH" means with respect to any Person at any
         date, the excess of the total assets of such Person over total
         liabilities of such Person on such date, each to be determined in
         accordance with GAAP consistent with those applied in the preparation
         of the financial statements referred to in Section 6.2 hereof, plus
         that portion of Subordinated Debt not due within one year of such date;
         provided that, for purposes of calculating Tangible Net Worth, there
         shall be excluded from total assets advances or loans to shareholders,
         officers, employees or Affiliates, investments in Affiliates, assets
         pledged to secure any liabilities not included in the Debt of such
         Person, intangible assets, those other assets which would be deemed by
         HUD to be non-acceptable in calculating adjusted net worth in
         accordance with its requirements in effect as of such date, as such
         requirements appear in the "Audit Guide for Audit of Approved
         Non-Supervised Mortgagees" and other assets deemed unacceptable by the
         Majority Lenders in their sole discretion.

                  "TITLE I MORTGAGE LOAN" means an FHA co-insured closed-end
         First Mortgage Loan or Second Mortgage Loan which is underwritten in
         accordance with HUD underwriting standards for the Title I Property
         Improvement Program as set forth in and which is reported for insurance
         under the Mortgage Insurance Program authorized and administered under
         Title I of the National Housing Act of 1934, as amended and the
         regulations promulgated thereunder.

                  "TRUST RECEIPT" means a trust receipt in a form approved by
         the Credit Agent and pursuant to which the Collateral Agent may deliver
         any document relating to the Collateral to the Company for correction
         or completion.

                  "VA" means the U.S. Department of Veterans Affairs and any
         successor thereto.

                  "WAREHOUSING FEE" has the meaning set forth in Section 2.9
         hereof.

                  "WAREHOUSE PERIOD" means, for any Eligible Loan, the maximum
         number of days an Advance against that type of Eligible Loan is
         permitted to remain outstanding as set forth on EXHIBIT M attached to
         this Agreement.

                  "WAREHOUSING PROMISSORY NOTE" means the promissory note
         evidencing the Company's Obligations with respect to Advances made
         against Eligible Loans, in the form of EXHIBIT A-1 attached hereto.

                  "WET SETTLEMENT ADVANCE" means an Advance pursuant to Section
         2.3(b) of this Agreement, in respect of the closing or

                                       12
<PAGE>

         settlement of a Mortgage Loan, for which the Collateral Documents have
         not yet been delivered to the Collateral Agent; however, the term "Wet
         Settlement Advance" shall no longer apply to the Advance once the
         Lender has received all of the Collateral Documents as provided in
         Section 2.2 (b) and the applicable Exhibit referenced therein.

                  "WIRE DISBURSEMENT ACCOUNT" means a demand deposit account
         maintained at the Funding Bank in the name of the Credit Agent for the
         clearing of wire transfers requested by the Company to fund the closing
         of Pledged Mortgages.

                  "YEAR 2000 PROBLEM" means the risk that computer applications
         may not be able to properly perform date-sensitive functions after
         December 31, 1999.

                  1.2 OTHER DEFINITIONAL PROVISIONS.

                  1.2(a) Accounting terms not otherwise defined herein shall
         have the meanings given the terms under GAAP.

                  1.2(b) Defined terms may be used in the singular or the
         plural, as the context requires.

                  1.2(c) All references to time of day shall mean the then
         applicable time in Chicago, Illinois, unless expressly provided to the
         contrary.

2.       THE CREDIT.

                  2.1 CREDIT LIMIT.

                  2.1(a) Subject to the terms and conditions of this Agreement
         and provided no Default or Event of Default has occurred and is
         continuing, the Lenders agree, severally, and not jointly, from time to
         time during the period from the Closing Date, but not including, the
         Maturity Date, to make Advances to the Company, pro rata in accordance
         with their respective Percentage Shares, provided the total aggregate
         principal amount outstanding at any one time of all such Advances shall
         not exceed the Credit Limit. Within the Credit Limit, the Company may
         borrow, repay and reborrow. All Advances under this Agreement shall
         constitute a single indebtedness, and all of the Collateral shall be
         security for the Notes and for the performance of all the Obligations.
         On the date of this Agreement, the Company shall be deemed to have
         requested Advances in an amount sufficient to repay in full the
         outstanding principal amount of the loans outstanding under the Prior
         RFC Credit Agreement.

                                       13
<PAGE>

                  2.1(b) Advances shall be used by the Company solely for the
         purpose of funding the acquisition or origination of Eligible Loans and
         shall be made at the request of the Company, in the manner hereinafter
         provided in Section 2.3 hereof, against the pledge of such Eligible
         Loans as Collateral therefor. The limitations on the use of Advances
         set forth on EXHIBIT M attached hereto and made a part hereof shall be
         applicable. In addition, the following limitations on the use of
         Advances shall be applicable:

                           (1) No Advance shall be made against any Mortgage
                  Loan which was closed more than 60 days prior to the date of
                  the requested Advance.

                           (2) No Advance shall be made against a Mortgage Loan
                  other than a Mortgage Loan secured by a Mortgage on real
                  property located in one of the states of the United States or
                  the District of Columbia.

                  2.1(c) No Advance shall exceed the following amount applicable
         to the type of Eligible Loan at the time it is pledged to secure an
         Advance hereunder:

                           (1) For an Eligible Loan pledged hereunder, the
                  amount set forth on EXHIBIT M attached hereto and made a part
                  hereof.

                  2.2 SWINGLINE FACILITY AMOUNT. On the terms and subject to the
         conditions set forth herein, the Swingline Lender agrees that from time
         to time up to, but not including, the Maturity Date, it may agree to
         make Advances requested by the Company in amounts not to exceed the
         Swingline Facility Amount. Such Swingline Advances shall be evidenced
         by the Swingline Note. A Swingline Advance shall bear interest, from
         the date of such Swingline Advance, until paid in full, at the Floating
         Rate. The Lenders hereby agree to purchase from the Swingline Lender an
         undivided participation interest in all outstanding Swingline Advances
         held by the Swingline Lender at any time in an amount equal to each
         Lender's Percentage Share of such Swingline Advances. The Swingline
         Lender may at any time in its sole and absolute discretion (and shall
         no less frequently than weekly and upon the acceleration of the
         Obligations following an Event of Default) request the Lenders to make
         Advances in principal amounts equal to their Percentage Shares in the
         aggregate amount necessary to repay the outstanding Swingline Advances;
         each Lender absolutely and unconditionally agrees to fund such
         Advances, regardless of any Default or Event of Default or other
         condition that would otherwise excuse such Lender from funding
         Advances, provided that no Lender shall be required to make Advances to
         repay Swingline Advances which would cause such

                                       14
<PAGE>

         Lender's aggregate Advances then outstanding to exceed the amount of
         such Lender's Maximum Commitment. Each Lender shall deliver each such
         Advance directly to the Swingline Lender in immediately available funds
         at the office of the Credit Agent by 12:00 noon on the day of the
         request therefor by the Swingline Lender, if such request is made on or
         before 11:00 a.m., or by 9:00 a.m. on the first (1st) Business Day
         following such request therefor, if such request is made after 11:00
         a.m., and each such Advance shall be promptly applied against the
         outstanding Swingline Advances. At any time following the receipt of
         funds from all the Lenders, and no less than weekly, the Credit Agent
         shall deliver to each Lender a certificate in the form of EXHIBIT N
         attached hereto (the "Advance Certificate"), certified by the Credit
         Agent.

                  2.3 PROCEDURES FOR OBTAINING ADVANCES.

                           2.3(a) The Company may obtain an Advance hereunder,
                  subject to the satisfaction of the conditions set forth in
                  Sections 4.1 and 4.2 hereof, upon compliance with the
                  procedures set forth in this Section 2.3 and in EXHIBIT D-SF
                  with respect to Advances, attached hereto and made a part
                  hereof including the delivery of all documents listed in
                  EXHIBIT D-SF, as applicable (the "Collateral Documents") to
                  the Collateral Agent. Requests for Advances shall be initiated
                  by the Company by delivering to the Credit Agent, with a copy
                  to the Collateral Agent (unless they are the same Person), no
                  later than 1 Business Day prior to any Business Day that the
                  Company desires to borrow hereunder, a completed and signed
                  request for an Advance (an "Advance Request") on the then
                  current form approved by the Credit Agent. The current forms
                  in use by the Credit Agent is EXHIBIT C-SF for Advances,
                  attached hereto and made a part hereof. The Credit Agent shall
                  have the right, on not less than 3 Business Days' prior Notice
                  to the Company, to modify any of said Exhibits to conform to
                  current legal requirements or Credit Agent practices, and, as
                  so modified, said Exhibits shall be deemed a part hereof. If
                  the Credit Agent and the Collateral Agent are the same Person,
                  the Company shall only be required to be deliver the Advance
                  Request to the Credit Agent.

                           2.3(b) In the case of any Wet Settlement Advance, the
                  Company shall follow the procedures and, at or prior to the
                  Lenders' making of such Wet Settlement Advance, shall deliver
                  to the Collateral Agent the documents set forth in EXHIBIT
                  D-SF hereto. In the case of a Mortgage Loan financed through a
                  Wet Settlement Advance, the Company shall cause all Collateral
                  Documents required to be delivered to

                                       15
<PAGE>

                  the Collateral Agent within 7 Business Days after the date of
                  the Wet Settlement Advance relating thereto.

                           2.3(c) The Collateral Agent shall have 1 Business Day
                  under ordinary circumstances to (i) examine the Collateral
                  Documents (ii)reject Collateral that does not meet the
                  requirements of this Agreement and (iii) verify the Advance
                  amount. Unless the Collateral Agent and the Credit Agent are
                  the same Person, before the Credit Agent funds any requested
                  Advance, the Credit Agent shall have received from the
                  Collateral Agent Notice (telephonic followed by written
                  notice) of the amount that may be advanced pursuant to Section
                  2.1(c).

                           2.3(d) The Company shall hold in trust for the
                  Lenders, and the Company shall deliver to the Collateral Agent
                  promptly upon request, or if the recorded Collateral Documents
                  have not yet been returned from the recording office,
                  immediately upon receipt by the Company of such recorded
                  Collateral Documents, and the Pledged Mortgage is not being
                  held by an Investor for purchase or has not been redeemed from
                  pledge, the following: (1) the originals of the Collateral
                  Documents for which copies are required to be delivered to the
                  Collateral Agent pursuant to EXHIBIT D-SF, (2) the original
                  lender's ALTA Policy of Title Insurance or an equivalent
                  thereto, and (3) any other documents relating to a Pledged
                  Mortgage which the Collateral Agent or Credit Agent may
                  request, including, without limitation, documentation
                  evidencing the FHA Commitment to Insure or the VA Guaranty of
                  any Pledged Mortgage which is either FHA insured or VA
                  guaranteed, the appraisal, Private Mortgage Insurance
                  Certificate, if applicable, the Regulation Z Statement,
                  certificates of casualty or hazard insurance, credit
                  information on the maker of each such Mortgage Note, a copy of
                  a HUD-1 or corresponding purchase advice and other documents
                  of all kinds which are customarily desired for inspection or
                  transfer incidental to the purchase of any Mortgage Note by an
                  Investor and any additional documents which are customarily
                  executed by the seller of a Mortgage Note to an. Investor.

                           2.3(e) Neither the Credit Agent nor the Collateral
                  Agent nor any Lender shall incur any liability to the Company
                  in acting upon any telephone notice, referred to in this
                  Agreement, that the Credit Agent, the Collateral Agent or such
                  Lender believes in good faith to have been given by a duly
                  authorized officer or other Person authorized to borrow on
                  behalf of the Company or for otherwise acting in good faith
                  under this Section. Upon the funding of Advances by the
                  Lenders in accordance with this Agreement pursuant to

                                       16
<PAGE>

                  any telephonic notice, the Company shall have effected
                  borrowings hereunder. Once made in any form permitted
                  hereunder, an Advance Request shall be irrevocable, and the
                  Company shall be bound to accept an Advance in accordance
                  therewith. However, the Company may ask to revoke the Advance
                  Request by giving telephone notice, electronic notice or other
                  Notice to both the Credit Agent and the Collateral Agent;
                  then, if both the Credit Agent and the Collateral Agent (each
                  acting in its sole and absolute discretion) concur, they may
                  consider the Advance Request revoked.

                           2.3(f) To make an Advance, the Credit Agent shall
                  cause the Funding Bank to credit either the Wire Disbursement
                  Account or the Check Disbursement Account upon compliance by
                  the Company with the terms of the Loan Documents. The Credit
                  Agent shall determine in its sole discretion the method by
                  which Advances and other amounts on deposit in the Wire
                  Disbursement Account are disbursed by the Funding Bank to or
                  for the account of the Company.

                           2.3(g) If, pursuant to the authorization given by
                  the Company in the Funding Bank Agreement, for the purpose of
                  funding a Mortgage Loan against which the Credit Agent has
                  made an Advance in accordance with a Request for Advance (i)
                  the Credit Agent debits the Company's Operating Account at the
                  Funding Bank to the extent necessary to cover a wire to be
                  initiated by the Credit Agent, or (ii) the Credit Agent
                  directs the Funding Bank to honor a check drawn by the Company
                  on its Check Disbursement Account at the Funding Bank, and
                  such debit or direction results in an overdraft, the Swingline
                  Lender may make an additional Swingline Advance to fund such
                  overdraft.

                           2.3(h) Upon an Event of Default, and without the
                  necessity of prior demand or notice from the Credit Agent, the
                  Company authorizes the Credit Agent to cause the Funding Bank
                  to charge the Company's Operating Account for any Obligations
                  due and owing the Lenders.

                  2.4 NON-RECEIPT OF FUNDS BY THE CREDIT AGENT. If the Credit
         Agent receives notice from a Lender that such Lender does not intend to
         make its Percentage Share of any Advance, neither the Credit Agent nor
         any other Lender shall have any obligation to fund such Lender's
         Percentage Share. Notwithstanding the foregoing, unless a Lender
         notifies the Credit Agent by 12:00 noon on the date of a proposed
         Advance that it does not intend to make its Percentage Share of such
         Advance at such time and on such date available to the Credit Agent,
         the Credit Agent may assume that such Lender will make such amount
         available to the

                                       17
<PAGE>


         Credit Agent to be advanced to the Company, and in reliance on such
         assumption, the Credit Agent may, at its option, make a corresponding
         amount available to the Company.

                           2.4(a) If the Credit Agent makes such corresponding
                  amount available to the Company and such amount is not made
                  available to the Credit Agent by such Lender by close of
                  business on the date of the Advance, such Lender shall pay
                  such amount to the Credit Agent upon demand plus interest to
                  the date of payment at the rate per annum equal to per annum
                  over the Federal Funds Rate.

                           2.4(b) If such Lender fails to pay as provided
                  herein, the Company shall pay such amount to the Credit Agent
                  upon demand plus interest (at the rate applicable to the
                  Company for such Advance) to the date of repayment.

                           2.4(c) Nothing in this Subsection shall relieve any
                  Lender from its obligation to fund its Percentage Share of any
                  Advance, or prejudice any rights the Company may have against
                  any Lender as a result of such Lender's failure to make its
                  Percentage Share of any Advance available to the Company.

                  2.5 NOTES. The Company's Obligations in respect of Advances
         shall be evidenced by Warehousing Promissory Notes of the Company in
         favor of each Lender, substantially in the form of EXHIBIT A-1 attached
         hereto, and a promissory note (the "Swingline Note") of the Company in
         favor of the Swingline Lender in the form of EXHIBIT A-2 attached
         hereto (collectively, the "Notes"). The terms "Warehousing Promissory
         Note," "Swingline Note," "Note" or "Notes" shall include all
         extensions, renewals and modifications of the Notes and all
         substitutions therefor. All terms and provisions of the Notes are
         hereby incorporated herein.

                  2.6 INTEREST PAYMENTS.

                           2.6(a) Except as otherwise provided in Section 2.6(d)
                  or Section 2.6(e) hereof, the unpaid amount of each Advance
                  against an Eligible Loan shall bear interest at the rate(s)
                  per annum set forth on EXHIBIT M attached hereto and made a
                  part hereof.

                           2.6(b) [intentionally omitted]

                           2.6(c) Interest shall be computed on the basis of a
                  360-day year and applied to the actual number of days elapsed
                  in each interest calculation period and shall be payable
                  monthly in arrears, on the first day of each month,

                                       18
<PAGE>

                  commencing with the first month following the Closing Date and
                  on the Maturity Date.

                           2.6(d) If, for any reason, no interest is due on an
                  Advance, the Company agrees to pay to the Credit Agent an
                  administrative fee equal to 1 day of interest on such Advance
                  at the rate of interest applicable to such Advance, as in
                  effect on the date of such Advance. Administrative and other
                  fees shall be due and payable in the same manner as interest
                  is due and payable hereunder.

                           2.6(e) Upon Notice to the Company, after the
                  occurrence and during the continuation of an Event of Default,
                  the Credit Agent may give Notice to the Company that the
                  unpaid amount of each Advance shall bear interest until paid
                  in full at a per annum rate of interest (the "Default Rate")
                  equal to 4% in excess of the rate of interest otherwise
                  applicable to the Advance or, if no rate is applicable, the
                  highest rate then applicable to any outstanding Advances.

                           2.6(f) The floating rates of interest provided for in
                  this Agreement will be adjusted as of the effective date of
                  each change in the applicable index. The Lender's
                  determination of such rates as of any date of determination
                  shall be conclusive and binding, absent manifest error.

                  2.7 PRINCIPAL PAYMENTS.

                           2.7(a) The outstanding principal amount of all
                  Advances shall be payable in full on the Maturity Date.

                           2.7(b) The Company shall have the right to prepay the
                  outstanding Advances in whole or in part, from time to time,
                  without premium or penalty.

                           2.7(c) The Company shall be obligated to pay to the
                  Credit Agent for the pro rata benefit of the Lenders, without
                  the necessity of prior demand or notice from the Credit Agent,
                  and the Company authorizes the Credit Agent to cause the
                  Funding Bank to charge the Company's Operating Account for,
                  the amount of any outstanding Advance against a specific
                  Pledged Mortgage, upon the earliest occurrence of any of the
                  following events:

                                    (1) One (1) Business Day elapses from the
                           date an Advance was made and the Pledged Mortgage
                           which was to have been funded by such Advance is not
                           closed and funded.

                                       19
<PAGE>

                                    (2) Ten (10) Business Days elapse from the
                           date a Collateral Document was delivered to the
                           Company for correction or completion under a Trust
                           Receipt, without being returned to the Credit Agent.

                                    (3) On the date on which a Pledged Mortgage
                           is determined to have been originated based on
                           untrue, incomplete or inaccurate information, whether
                           or not the Company had knowledge of such
                           misrepresentation or incorrect information, or the
                           Pledged Mortgage is defaulted and remains in default
                           for a period of 60 days or more.

                                    (4) For a Mortgage Loan covered by a
                           Purchase Commitment at the time pledged hereunder, 3
                           Business Days after the mandatory delivery date of
                           the related Purchase Commitment and the specific
                           Pledged Mortgage or the Pledged Security backed
                           thereby was not delivered under the Purchase
                           Commitment prior to such mandatory delivery date, or
                           the Purchase Commitment is terminated; unless in each
                           case, such Pledged Mortgage or Pledged Security is
                           eligible for delivery to an Investor under a
                           comparable Purchase Commitment acceptable to the
                           Lender.

                                    (5) Upon sale or other disposition of the
                           Pledged Mortgage or, if a Pledged Mortgage is
                           included in an Eligible Mortgage Pool, upon sale or
                           other disposition of the related Agency Securities.

                                    (6) On the date on which the Company knows,
                           or has reason to know, or receives notice from the
                           Lender, that one or more of the representations and
                           warranties set forth in Section 5.15 were inaccurate
                           or incomplete in any material respect on any date
                           when made or deemed made.

                  2.7(d) Upon Notice to the Company by the Credit Agent, the
         Company shall be obligated to pay to the Credit Agent for the pro rata
         benefit of the Lenders, and the Company authorizes the Credit Agent to
         cause the Funding Bank to charge the Company's Operating Account for,
         the amount of any outstanding Advance against a specific Pledged
         Mortgage, upon the earliest occurrence of any of the following events:

                                    (1) For any Pledged Mortgage, the number of
                           days set forth for the applicable type of Eligible
                           Loan on EXHIBIT M attached hereto and made a part
                           hereof as the "Warehouse Period" elapse from the date
                           of the initial

                                       20
<PAGE>

                           Advance made by the Credit Agent against such Pledged
                           Mortgage.

                                    (2) For any Pledged Mortgage secured by a
                           Second Mortgage, payment of any lien prior to such
                           Pledged Mortgage is delinquent, and remains
                           delinquent for a period of 60 days or more.

                                    (3) Forty-five (45) days elapse from the
                           date the Pledged Mortgage was delivered to an
                           Investor or an Approved Custodian for examination and
                           purchase or inclusion in a Mortgage Pool, without the
                           purchase being made or an Eligible Mortgage Pool
                           being initially certified, or upon rejection of the
                           Pledged Mortgage as unsatisfactory by an Investor or
                           an Approved Custodian.

                                    (4) Seven (7) Business Days elapse from the
                           date a Wet Settlement Advance was made without
                           receipt by the Collateral Agent of all Collateral
                           Documents relating to such Pledged Mortgage, or such
                           Collateral Documents, upon examination by the
                           Collateral Agent, are found not to be in compliance
                           with the requirements of this Agreement or the
                           related Purchase Commitment.

                                    (5) With respect to any Pledged Mortgage,
                           any of the items described in Section 2.2(d), upon
                           examination by the Collateral Agent, are found not to
                           be in compliance with the requirements of this
                           Agreement or the related Purchase Commitment.

                           2.7(e) The outstanding amount of any Advance made
                  pursuant to Section 2.3(g) shall be payable in full within 1
                  Business Day after the date of such Advance.

                           2.7(f) In addition to the payments required pursuant
                  to Sections 2.7(c), 2.7(d), if the principal amount of any
                  Pledged Mortgage is prepaid in whole or in part while an
                  Advance is outstanding against such Pledged Mortgage, the
                  Company shall be obligated to pay to the Credit Agent, without
                  the necessity of prior demand or notice from the Credit Agent,
                  and the Company authorizes the Credit Agent to cause the
                  Funding Bank to charge the Company's Operating Account for the
                  amount of such prepayment, to be applied to such Advance.

                           2.7(g) The proceeds of the sale or other disposition
                  of Pledged Mortgages and Pledged Securities shall be paid
                  directly by the Investor to the Cash Collateral Account. The
                  Company shall give Notice to the Collateral Agent of the
                  Pledged Mortgages or Pledged Securities for which proceeds

                                       21
<PAGE>

                  have been received. The Company may give the Notice through
                  RFConnects Delivery; otherwise, the Notice shall be by
                  telephone, followed by written confirmation thereof. Upon
                  receipt of such Notice, the Advances against such Pledged
                  Mortgages or the Pledged Securities shall be repaid from such
                  proceeds and such Pledged Mortgages or Pledged Securities
                  shall be considered to have been redeemed from pledge. The
                  Credit Agent is entitled to rely upon the Company's
                  affirmation that deposits in the Cash Collateral Account
                  represent payment from Investors for the purchase of Pledged
                  Mortgages or Pledged Securities as specified by the Company.
                  In the event that the payment from an Investor for the
                  purchase of Pledged Mortgages or Pledged Securities is less
                  than the outstanding Advances against such Pledged Mortgages
                  or the Mortgage Loans backing Pledged Securities, the Credit
                  Agent is authorized to cause the Funding Bank to charge the
                  Company's Operating Account for an amount equal to such
                  deficiency. Provided no Default or Event of Default exists,
                  the Credit Agent shall return any excess payment from an
                  Investor for Pledged Mortgages or Pledged Securities to the
                  Company.

                           2.7(h) Prior to the occurrence of an Event of Default
                  and acceleration of all Advances outstanding hereunder or
                  termination of the commitments of the Lenders to make Advances
                  hereunder, amounts received by the Credit Agent as proceeds of
                  the sale or other disposition of Pledged Mortgages or Pledged
                  Securities and, including without limitation, all amounts from
                  time to time deposited in the Cash Collateral Account, shall
                  be allocated among the Lenders as follows:

                                    (1) First, to the Swingline Lender until the
                           principal amount of the Swingline Advances have been
                           paid in full; and

                                    (2) Second, pro rata to the Lenders in
                           accordance with their respective Percentage Shares,
                           until the principal amount of the Advances initially
                           made against such Pledged Mortgages has been paid in
                           full;

                  Unless the Advances outstanding against such sold or disposed
                  of Pledged Mortgages or Pledged Securities are Swingline
                  Advances, the application of repayment amounts to the
                  Swingline Advances under this Section 2.7 (h) shall be deemed
                  to be (i) a repayment by the Company of the Advances
                  outstanding against such Pledged Mortgages or Pledged

                                       22
<PAGE>

                  Securities and (ii) a refunding by the Lenders of other
                  Swingline Advances through Advances made by the Lenders in
                  accordance with Section 2.2 hereof.

                           2.7(i) Following the occurrence of an Event of
                  Default and acceleration of any Obligations outstanding
                  hereunder or termination of the commitments of the Lenders to
                  make Advances hereunder, all amounts received by the Credit
                  Agent on account of the Obligations shall be disbursed by the
                  Credit Agent in accordance with the provisions of Section 8.3
                  hereof.

                           2.8 FEES. The Company shall pay the following fees:

                           2.8(a) To each Lender, through the Credit Agent, a
                  Commitment Fee in the amount of 1/8% per annum of the amount
                  of such Lender's Maximum Commitment, which Commitment Fee
                  shall be paid quarterly in advance and shall be computed on
                  the basis of a 365-day year and applied to the actual number
                  of days elapsed in such Calendar Quarter. On the Closing Date,
                  the Company shall pay the prorated portion of the quarterly
                  Commitment Fee due from the Closing Date to the last day of
                  the current Calendar Quarter. If any Lender increases its
                  Maximum Commitment, or if an Additional Lender becomes a party
                  hereto, the Company shall pay the Commitment Fee on the amount
                  of such increase or the amount of such Additional Lender's
                  Maximum Commitment from the effective date thereof to the last
                  day of the current Calendar Quarter. In all other cases, the
                  Company shall make quarterly payments of the Commitment Fee on
                  the first day of each Calendar Quarter. If the Maturity Date
                  is other than the last day of a Calendar Quarter, the Company
                  shall pay the prorated portion of the quarterly Commitment Fee
                  due from the beginning of the then current Calendar Quarter to
                  and including the Maturity Date. The Company shall not be
                  entitled to a reduction in the amount of the Commitment Fee in
                  the event the amount of any Lender's Maximum Commitment is
                  reduced at the request of the Company, or in the event that
                  any Lender's Maximum Commitment is terminated prior to its
                  stated expiration date as a result of an Event of Default
                  hereunder. If the commitments of the Lenders hereunder
                  terminate prior to the Maturity Date, the unpaid balance of
                  the Commitment Fee shall be due and payable in full on the
                  date of such termination. However, if there has been no
                  Default and the Commitment is terminated, upon Company's
                  payment of the outstanding obligations, at Company's request,
                  no additional Commitment Fee installment will be due.
                  Nonetheless, the Company will not be entitled to a refund of a
                  Commitment Fee installment once paid,

                                       23
<PAGE>

                  Despite any early termination or reduction of the Commitment.

                           2.8(b) To the Collateral Agent, for its own account,
                  such fees as shall be required under the Collateral Agency
                  Agreement.

                           2.8(c) To the Credit Agent, for its own account, such
                  fees as shall be separately agreed between the Company and the
                  Credit Agent.

                           2.8(d) To the Credit Agent for the benefit of the
                  Lenders, such fees as shall be separately agreed between the
                  Company and the Lenders.

                  2.9 WAREHOUSING FEES. The Company agrees, at the time of each
         Advance, to pay to the Collateral Agent a Warehousing Fee for each such
         Mortgage Loan pledged as Collateral for such Advance in such amount as
         shall be separately agreed between the Company and the Collateral
         Agent.

                  2.10 MISCELLANEOUS CHARGES. In addition to all fees payable
         pursuant to Section 2.8 hereof, the Company agrees to reimburse the
         Credit Agent for miscellaneous charges and expenses (collectively,
         "Miscellaneous Charges") incurred by or on behalf of the Credit Agent
         in connection with the handling and administration of Advances, and to
         reimburse the Collateral Agent for Miscellaneous Charges incurred by or
         on behalf of the Collateral Agent in connection with the handling and
         administration of the Collateral. For the purposes hereof,
         Miscellaneous Charges shall include, but not be limited to, costs for
         UCC, tax lien and judgment searches conducted by the Lender, filing
         fees, charges for wire transfers, check processing charges, charges for
         security delivery fees, charges for overnight delivery of Collateral to
         Investors, the Funding Bank's service charges and Designated Bank
         Charges. Miscellaneous Charges are due when incurred, but shall not be
         delinquent if paid within 30 days after receipt of an invoice or an
         account analysis statement from the Credit Agent or the Collateral
         Agent, as the case may be.

                  2.11 INTEREST LIMITATION. All agreements between the Company
         and the Lenders are hereby expressly limited so that in no contingency
         or event whatsoever, whether by reason of acceleration of maturity of
         this Agreement or the Notes or otherwise, shall the amount paid or
         agreed to be paid to the Lenders for the use, forbearance, loaning or
         retention of the Advances secured by this Agreement exceed the maximum
         permissible under applicable law. If from any circumstances whatsoever,
         fulfillment of any provisions hereof or of the Notes, or any other
         document securing this Agreement at any time given shall

                                       24
<PAGE>

         involve transcending the limit of validity prescribed by law, then, the
         obligation to be fulfilled shall automatically be reduced to the limit
         of such validity, and if from any circumstances the Lenders should ever
         receive as interest an amount which would exceed the highest lawful
         rate of interest, such amount which would be in excess of interest
         shall be applied to the reduction of the principal balance secured by
         the Notes and not to the payment of interest thereunder. This provision
         shall control every other provision of all agreements between the
         Company and Lenders and shall also be binding upon and available to any
         subsequent holder of the Notes.

                  2.12 INCREASED COSTS; CAPITAL REQUIREMENTS. In the event any
         applicable law, order, regulation or directive issued by any
         governmental or monetary authority, or any change therein or in the
         governmental or judicial interpretation or application thereof, or
         compliance by any Lender with any request or directive (whether or not
         having the force of law) by any governmental or monetary authority:

                           2.12(a) Does or shall subject any Lender to any tax
                  of any kind whatsoever with respect to this Agreement or any
                  Advances made hereunder, or change the basis of taxation on
                  payments to such Lender of principal, fees, interest or any
                  other amount payable hereunder (except for change in the rate
                  of tax on the overall gross or net income of such Lender by
                  the jurisdiction in which such Lender's principal office is
                  located);

                           2.12(b) Does or shall impose, modify or hold
                  applicable any reserve, capital requirement, special deposit,
                  compulsory loan or similar requirement against assets held by,
                  or deposits or other liabilities in or for the account of,
                  advances or loans by, or other credit extended by, or any
                  other acquisition of funds by, any office of such Lender which
                  are not otherwise included in the determination of the
                  interest rate as calculated hereunder;

                  and the result of any of the foregoing is to increase the cost
         to such Lender of making, renewing or maintaining any Advance or to
         reduce any amount receivable in respect thereof or to reduce the rate
         of return on the capital of such Lender or any Person controlling such
         Lender as it relates to credit facilities in the nature of that
         evidenced by this Agreement, then, in any such case, the Company shall
         promptly pay any additional amounts necessary to compensate such Lender
         for such additional cost or reduced amounts receivable or reduced rate
         of return as determined by such Lender with respect to this Agreement
         or Advances made hereunder. If a Lender becomes entitled to claim

                                       25
<PAGE>

         any additional amounts pursuant to this Section, it shall notify the
         Company through the Credit Agent of the event by reason of which it has
         become so entitled and the Company shall pay such amount within 15 days
         thereafter. A certificate as to any additional amount payable pursuant
         to the foregoing sentence containing the calculation thereof in
         reasonable detail submitted by a Lender, through the Credit Agent, to
         the Company shall be conclusive in the absence of manifest error. The
         obligations of the Company under this Section shall survive the payment
         of all other obligations and the termination of this Agreement.

                  2.13 BILLING AND PAYMENT.

                           2.13(a) The Credit Agent shall on or before the 5th
                  Business Day of each month deliver to the Company billings for
                  interest due and payable. On or before the 10th Business Day
                  of each month, the Company shall pay to the Credit Agent the
                  full amount of interest and fees billed for the immediately
                  preceding month.

                           2.13(b) All payments made on account of the
                  Obligations shall be made by the Company to the Credit Agent
                  for distribution to the Lenders, except for Balance Deficiency
                  Fees, which shall be made directly to the applicable Lender,
                  and fees payable to the Credit Agent or the Collateral Agent
                  for its own account. All payments made on account of the
                  Obligations shall be made without setoff or counterclaim, free
                  and clear of and without deduction for any taxes, fees or
                  other charges of any nature whatsoever imposed by any taxing
                  authority, and must be received by the Credit Agent by 12:00
                  noon on the day of payment, it being expressly agreed and
                  understood that if a payment is received after 12:00 noon by
                  the Credit Agent such payment will be considered to have been
                  made on the next succeeding Business Day and interest thereon
                  shall be payable by the Company at the then applicable rate
                  during such extension. No principal payments resulting from
                  the sale of Pledged Mortgages or Pledged Securities shall be
                  deemed to have been received by the Credit Agent until the
                  Collateral Agent has also received the Notice required under
                  Section 2.7 (g) hereof. All payments shall be made in lawful
                  money of the United States of America in immediately available
                  funds transferred via wire to accounts designated by the
                  Credit Agent from time to time. If any payment required to be
                  made by the Company hereunder becomes due and payable on a day
                  other than a Business Day, the due date thereof shall be
                  extended to the next succeeding Business Day and interest
                  shall be payable on Advances so extended at the then
                  applicable rate during such extension.

                                       26
<PAGE>

                           2.13(c) All amounts received by Credit Agent on
                  account of the Obligations (except amounts received in respect
                  of fees or expenses payable hereunder to the Credit Agent or
                  the Collateral Agent for their own accounts or amounts payable
                  to the Swingline Lender for Swingline Advances) shall be
                  disbursed to the Lenders by wire transfer on the date of
                  receipt if received by Credit Agent by the applicable
                  deadlines for payment thereof as specified in Section 2.13(b)
                  hereof, or if received later, by 12:00 noon on the next
                  succeeding Business Day, without any interest payable by the
                  Credit Agent thereon.

                  2.14 EXPIRATION OF COMMITMENTS. Unless extended or terminated
         earlier as permitted hereunder, the Commitments shall expire of their
         own terms; and without the necessity of action by the Credit Agent, at
         the close of business on the Maturity Date.

3.       COLLATERAL.

                  3.1 APPOINTMENT OF COLLATERAL AGENT. Pursuant to the
         Collateral Agency Agreement, RFC has been appointed as Collateral Agent
         to act as agent, bailee, and custodian for the exclusive benefit of the
         Lenders and the Credit Agent (collectively, the "Secured Parties") with
         respect to the Collateral.

                  3.2 DELIVERY OF COLLATERAL. As described in Section 2.3 hereof
         and in the Collateral Agency Agreement, from time to time the Company
         shall deliver Collateral or cause Collateral to be delivered to the
         Collateral Agent hereunder.

                  3.3 GRANT OF SECURITY INTEREST. As security for the payment of
         the Notes and for the performance of all of the Company's Obligations,
         the Company hereby assigns and transfers to the Credit Agent, for the
         pro rata benefit of the Secured Parties, all right, title and interest
         in and to, and grant a security interest to the Credit Agent, for the
         pro rata benefit of the Secured Parties, in, the following described
         property (the "Collateral"):

                           3.3(a) All Mortgage Loans, including all Mortgage
                  Notes and Mortgages evidencing or securing such Mortgage
                  Loans, which from time to time are delivered or caused to be
                  delivered to the Collateral Agent (including delivery to a
                  third party on behalf of the Collateral Agent), come into the
                  possession, custody or control of any of the Lenders, the
                  Credit Agent or the Collateral Agent for the purpose of
                  assignment or pledge or in respect of which an Advance has
                  been made by the Lenders hereunder, including without
                  limitation all Mortgage Loans in respect of which Wet

                                       27
<PAGE>

                  Settlement Advances have been made by the Credit Agent (the
                  "Pledged Mortgages").

                           3.3(b) All Mortgage-backed Securities which are from
                  time to time created in whole or in part on the basis of the
                  Pledged Mortgages or are delivered or caused to be delivered
                  to, or are otherwise in the possession of the Collateral Agent
                  or its agent, bailee or custodian as assignee, or pledged to
                  the Collateral Agent, or for such purpose are registered by
                  book-entry in the name of, the Collateral Agent (including
                  delivery to or registration in the name of a third party on
                  behalf of the Lender) hereunder or in respect of which from
                  time to time an Advance has been made by the Lenders hereunder
                  (the "Pledged Securities").

                           3.3(c) All private mortgage insurance and all
                  commitments issued by the FHA or VA to insure or guarantee any
                  Mortgage Loans included in the Pledged Mortgages; all Purchase
                  Commitments held by the Company covering the Pledged Mortgages
                  or the Pledged Securities and all proceeds resulting from the
                  sale thereof to Investors pursuant thereto; and all personal
                  property, contract rights, servicing and servicing fees and
                  income or other proceeds, amounts and payments payable to the
                  Company as compensation or reimbursement, accounts, and
                  general intangibles of whatsoever kind relating to the Pledged
                  Mortgages, the Pledged Securities, said FHA commitments or VA
                  commitments and the Purchase Commitments, and all other
                  documents or instruments relating to the Pledged Mortgages and
                  the Pledged Securities, including, without limitation, any
                  interest of the Company in any fire, casualty or hazard
                  insurance policies and any awards made by any public body or
                  decreed by any court of competent jurisdiction for a taking or
                  for degradation of value in any eminent domain proceeding as
                  the same relate to the Pledged Mortgages.

                           3.3(d) All right, title and interest of the Company
                  in and to all escrow accounts, documents, instruments, files,
                  surveys, certificates, correspondence, appraisals, computer
                  programs, tapes, discs, cards, accounting records (including
                  all information, records, tapes, data, programs, discs and
                  cards necessary or helpful in the administration or servicing
                  of the Collateral) and other information and data of the
                  Company relating to the Collateral.

                           3.3(e) All right, title and interest of the Company
                  in and to any Hedging Arrangements entered into to protect the
                  Company against changes in the value of the Collateral,
                  including without limitation, all rights to payment arising
                  under such Hedging Arrangements.

                                       28
<PAGE>

                           3.3 (f) All now existing or hereafter acquired cash
                  delivered to or otherwise in the possession of the Credit
                  Agent, the Collateral Agent or their agents, bailee or
                  custodian or designated on the books and records of the
                  Company as assigned and pledged to the Credit Agent,
                  including, without limitation, all cash deposited in the Cash
                  Collateral Account.

                           3.3(g) All cash and non-cash proceeds of the
                  Collateral, including all dividends, distributions and other
                  rights in connection with, and all additions to, modifications
                  of and replacements for, the Collateral, and all products and
                  proceeds of the Collateral, together with whatever is
                  receivable or received when the Collateral or proceeds thereof
                  are sold, collected, exchanged or otherwise disposed of,
                  whether such disposition is voluntary or involuntary,
                  including, without limitation, all rights to payment with
                  respect to any cause of action affecting or relating to the
                  Collateral or proceeds thereof.

                  3.4 RELEASE OF SECURITY INTEREST IN COLLATERAL.

                           3.4 (a) Pledged Mortgages shall be released from the
                  Credit Agent's security interest only against payment to the
                  Credit Agent of the Release Amount in connection with such
                  Pledged Mortgages.

                           3.4 (b) If Pledged Mortgages are to be transferred to
                  a pool custodian or to Freddie Mac or Fannie Mae for inclusion
                  in a Mortgage Pool, the Credit Agent's security interest in
                  such Pledged Mortgages shall be released only against payment
                  to the Credit Agent of the Release Amount in connection with
                  such Pledged Mortgages. If the Credit Agent's security
                  interest in the Pledged Mortgages comprising the Mortgage Pool
                  is not released prior to the issuance of the Mortgage-backed
                  Security, then the Mortgage-backed Security, when issued,
                  shall be a Pledged Security. The Credit Agent's security
                  interest shall continue in such Pledged Mortgages and the
                  Pledged Security. The Credit Agent shall be entitled to
                  possession of such Pledged Security in the manner provided
                  below.

                           3.4(c) If Pledged Mortgages are transferred to an
                  Approved Custodian and included in an Eligible Mortgage Pool,
                  the Credit Agent's security interest in the Pledged Mortgages
                  comprising the Eligible Mortgage Pool shall be released upon
                  the issuance of the Mortgage-backed Security, which shall be a
                  Pledged Security. The Credit Agent's security interest in such
                  Pledged Security shall be released only against payment to the
                  Credit Agent of the Release

                                       29
<PAGE>

                  Amount in connection with the Pledged Mortgages backing such
                  Pledged Security. The Credit Agent shall be entitled to
                  possession of such Pledged Security in the manner provided
                  below.

                           3.4(d) The Collateral Agent shall have the exclusive
                  right to the possession of the Pledged Securities or, if the
                  Pledged Securities are issued in book-entry form or issued in
                  certificated form and delivered to a clearing corporation (as
                  such term is defined in the Uniform Commercial Code of
                  Minnesota) or its nominee, the Credit Agent shall have the
                  right to have the Pledged Securities registered in the name of
                  a securities intermediary (as such term is defined in the
                  Uniform Commercial Code of Minnesota) in an account containing
                  only customer securities and credited to an account of the
                  Credit Agent. The Credit Agent shall have the right to cause
                  delivery of the Pledged Securities to be made to the Investor
                  or the Pledged Securities credited to the account of the
                  Investor or the Investor's designee only against payment
                  therefor. The Company acknowledges that the Credit Agent may
                  enter into one or more standing arrangements with other
                  financial institutions with respect to Pledged Securities
                  issued in book entry form or issued in certificated form and
                  delivered to a clearing corporation, pursuant to which such
                  Pledged Securities are registered in the name of such
                  financial institution, as agent or securities intermediary for
                  the Credit Agent, and the Company agrees upon request of the
                  Lender, to execute and deliver to such other financial
                  institutions the Company's written concurrence in any such
                  standing arrangements.

                           3.4 (e) Prior to the occurrence of an Event of
                  Default, the Company may redeem a Pledged Mortgage or Pledged
                  Security from the Credit Agent's security interest by
                  notifying the Credit Agent of its intention to redeem such
                  Pledged Mortgage or Pledged Security from pledge and either
                  (a) paying, or causing an Investor to pay, to the Credit
                  Agent, for application to prepayment of the principal balance
                  of the Notes, the Release Amount in connection with such
                  Pledged Mortgage or Pledged Security, or (b) delivering
                  substitute Collateral which, in addition to being acceptable
                  to the Collateral Agent in its sole discretion will, when
                  included with the Collateral, result in a Collateral Value of
                  all Collateral held by the Collateral Agent which is at least
                  equal to the aggregate outstanding Advances.

                           3.4(f) Following the occurrence of a Default or Event
                  of Default, unless otherwise instructed by the Majority
                  Lenders, the Credit Agent may, with no liability to the
                  Company or any Person, continue to release its security

                                       30
<PAGE>

                  interest in any Pledged Mortgage or Pledged Security against
                  payment of the Release Amount in connection with such Pledged
                  Mortgage or Pledged Security. Following the occurrence of a
                  Default or Event of Default, at the direction of all the
                  Lenders and with no liability to Company or any Person, the
                  Credit Agent shall refuse to release its security interest in
                  any item of Collateral and shall instruct the Collateral Agent
                  to cease the delivery of Collateral to the Company or any
                  Person.

                           3.4 (g) The Release Amount in connection with any
                  Pledged Mortgage shall be (i) prior to the occurrence of an
                  Event of Default and the receipt by the Credit Agent of
                  instructions from the Majority Lenders to exercise its
                  remedies as provided in Section 8.2 hereof, the principal
                  amount of the Advances made against such Pledged Mortgage, and
                  (ii) from and after the occurrence and during the continuance
                  of an Event of Default and receipt by the Credit Agent of
                  instructions from the Majority Lenders to exercise its
                  remedies as provided in Section 8.2 hereof, the Committed
                  Purchase Price of such Pledged Mortgage or, if there is no
                  Purchase Commitment therefor, the amount paid to the Credit
                  Agent in a commercially reasonable disposition thereof.

                  3.5 DELIVERY OF ADDITIONAL COLLATERAL OR MANDATORY PREPAYMENT.
         At any time that the aggregate Collateral Value of the Pledged
         Mortgages and Pledged Securities then pledged hereunder is less than
         the aggregate amount of the Advances then outstanding hereunder, the
         Credit Agent may request, and the Company shall within 2 Business Days
         after Notice by the Credit Agent (a) deliver to the Collateral Agent
         for pledge hereunder additional Mortgage Loans and/or cash, with a
         Collateral Value sufficient to cover the difference between the
         Collateral Value of the Pledged Mortgages and Pledged Securities
         pledged and the aggregate amount of Advances outstanding hereunder,
         and/or (b) repay the Advances in an amount sufficient to reduce the
         aggregate balance thereof outstanding to or below the Collateral Value
         of the Pledged Mortgages and Pledged Securities pledged hereunder.

                  3.6 RELEASE OF COLLATERAL.

                           3.6(a) The Collateral Agent may deliver documents
                  relating to the Collateral to the Company for correction or
                  completion pursuant to a Trust Receipt and Section 4.3 of the
                  Collateral Agency Agreement.

                           3.6(b)Prior to the occurrence of a Default or Event
                  of Default, upon delivery by the Company to the Collateral

                                       31
<PAGE>

                  Agent of shipping instructions pursuant to EXHIBIT D-SF, the
                  Collateral Agent will transmit Pledged Mortgages or Pledged
                  Securities and all related loan documents or pool documents to
                  the applicable Investor, Approved Custodian or other party in
                  accordance with Section 4.4 of the Collateral Agency
                  Agreement.

                           3.6(c) Upon receipt of Notice from the Company under
                  Section 2.7 (g) hereof, and repayment of the Release Amount
                  with respect to a Pledged Mortgage identified by the Company,
                  any Collateral Documents relating to the redeemed Pledged
                  Mortgage or Mortgage Loan backing a Pledged Security which
                  have not been delivered to an Investor or Approved Custodian
                  shall be released by the Collateral Agent to the Company.

                  3.7 COLLECTION AND SERVICING RIGHTS. So long as no Event of
         Default shall have occurred and be continuing, the Company shall be
         entitled to service and receive and collect directly all sums payable
         to the Company in respect of the Collateral other than proceeds of any
         Purchase Commitment or proceeds of the sale of any Collateral.
         Following the occurrence of any Event of Default, the Credit Agent or
         its designee shall thereafter be entitled to service and receive and
         collect all sums payable to the Company in respect of the Collateral,
         and in such case (a) the Credit Agent or its designee in its sole
         discretion may, in its own name, in the name of the Company or
         otherwise, demand, sue for, collect or receive any money or property at
         any time payable or receivable on account of or in exchange for any of
         the Collateral, but shall be under no obligation to do so, (b) the
         Company shall, if the Credit Agent so requests, hold in trust for the
         benefit of the Lenders and forthwith pay to the Credit Agent at its
         office designated by Notice hereunder, all amounts thereafter received
         by the Company upon or in respect of any of the Collateral, advising
         the Credit Agent as to the source of such funds, and (c) all amounts so
         received and collected by the Credit Agent shall be held by it as part
         of the Collateral.

                  3.8 RETURN OF COLLATERAL AT MATURITY. If (a) the commitments
         of the Lenders evidenced hereby shall have expired or been terminated,
         and (b) no Advances, interest or other Obligations shall be outstanding
         and unpaid, the Credit Agent shall deliver or release its security
         interest and the Collateral Agent shall deliver all Collateral in its
         possession to the Company at the Company's expense. The receipt of the
         Company for any Collateral released or delivered to the Company
         pursuant to any provision of this Agreement shall be a complete and
         full acquittance for the Collateral so returned, and the Secured
         Parties shall thereafter be discharged from any liability or
         responsibility therefor.

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<PAGE>

                  4. CONDITIONS PRECEDENT.

                  4.1 INITIAL ADVANCE. The obligation of the Lenders to make the
         initial Advance under this Agreement is subject to the satisfaction, in
         the sole discretion of the Lenders, on or before the date thereof of
         the following conditions precedent:

                  4.1(a) The Credit Agent shall have received the following, all
         of which must be satisfactory in form and content to the Lenders, in
         their sole discretion:

                           (1) A copy of this Agreement duly executed by all
                  parties hereto.

                           (2) The notes duly executed by the Company.

                           (3) A copy of the Collateral Agency Agreement duly
                  executed by all parties thereto.

                           (4) The Company's articles of incorporation as
                  certified by the Secretary of State of the Company's
                  incorporation, bylaws certified by the corporate secretary of
                  the Company, or a Certificate of the Company stating that
                  there has been no change in either the articles of
                  incorporation or bylaws since those delivered in connection
                  with that certain Prior RFC Credit Agreement, and certificates
                  of good standing dated no less recently than 90 days prior to
                  the date of this Agreement.

                           (5) A resolution of the board of directors of the
                  Company, certified as of the date of this Agreement by its
                  corporate secretary, authorizing the execution, delivery and
                  performance of this Agreement and the other Loan Documents,
                  and all other instruments or documents to be delivered by the
                  Company pursuant to this Agreement.

                           (6) A certificate of the Company's corporate
                  secretary as to the incumbency and authenticity of the
                  signatures of the officers of the Company executing this
                  Agreement and the other Loan Documents and each Advance
                  Request and all other instruments or documents to be delivered
                  pursuant hereto (the Credit Agent being entitled to rely
                  thereon until a new such certificate has been furnished to the
                  Credit Agent).

                           (7) A favorable written opinion of counsel to the
                  Company (or of separate counsel at the option of the Company),
                  dated as of the date of this Agreement

                                       33
<PAGE>

                  substantially in the form of EXHIBIT H attached hereto,
                  addressed to the Credit Agent for the benefit of the Lenders.

                           (8) Uniform Commercial Code, tax lien and judgment
                  searches of the appropriate public records for the Company,
                  which searches shall not have disclosed the existence of any
                  prior Lien on the Collateral other than in favor of the Credit
                  Agent or as permitted hereunder.

                           (9) Copies of the certificates, documents or other
                  written instruments which evidence the Company's eligibility
                  described in Section 5.13 hereof, all in form and substance
                  satisfactory to the Credit Agent.

                           (10) Copies of the Company's errors and omissions
                  insurance policy or mortgage impairment insurance policy and
                  blanket bond coverage policy, or certificates in lieu of
                  policies, all in form and content satisfactory to the Credit
                  Agent, showing compliance by the Company as of the date of
                  this Agreement with the related provisions of Section 6.8
                  hereof.

                           (11) Executed financing statements in recordable form
                  covering the Collateral and ready for filing in all
                  jurisdictions required by the Credit Agent.

                           (12) Receipt by the Credit Agent of all Fees due on
                  the date hereof, including but not limited to, Commitment Fees
                  and document production fees, due the Credit Agent and the
                  Lenders on or prior to the date of this Agreement.

                           (13) Evidence that all accounts necessary into which
                  Advances will be funded have been established at the Funding
                  Bank and receipt of a fully executed Funding Bank Agreement.

                           (14) An agreement among the Company, the Credit Agent
                  and Fannie Mae, pursuant to which Fannie Mae agrees to send
                  all cash proceeds of Mortgage Loans sold by the Company to
                  Fannie Mae to the Cash Collateral Account.

                           (15) Assumed Name Certificate dated no less recently
                  than 90 days prior to the date of this Agreement for any
                  assumed name used by the Company in the conduct of its
                  business.

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<PAGE>

                           4.1(b) All directors, officers and shareholders of
                  the Company, all Affiliates of the Company or of any
                  Subsidiary of the Company, to whom or to any of whom the
                  Company shall be indebted as of the date of this Agreement,
                  which indebtedness has a term of more than 1 year or is in
                  excess of $25,000 shall have subordinated such indebtedness to
                  the Obligations, by executing a Subordination of Debt
                  Agreement, in the form of EXHIBIT F hereto; and the Credit
                  Agent shall have received an executed copy of any such
                  Subordination of Debt Agreement, certified by the corporate
                  secretary of the Company to be true and complete and in full
                  force and effect as of the date of the Advance.

                  4.2 EACH ADVANCE. The obligation of the Lenders to make the
         initial and each subsequent Advance under this Agreement is subject to
         the satisfaction, in the sole discretion of the Credit Agent, as of the
         date of each such Advance, of the following additional conditions
         precedent:

                           4.2(a) The Company shall have delivered to the Credit
                  Agent the original Advance Request, and the Company shall have
                  delivered to the Collateral Agent a copy of the Advance
                  Request, a current Commitment Summary Report, the Collateral
                  Documents, and documents relating to Wet Settlement Advances,
                  called for under, and shall have satisfied the procedures set
                  forth in, Section 2.3 hereof and the applicable Exhibits
                  hereto described in that Section, according to the type of the
                  requested Advance. All items delivered to the Credit Agent or
                  the Collateral Agent, as the case may be, shall be
                  satisfactory to the Credit Agent or the Collateral Agent, in
                  form and content, and the Credit Agent or the Collateral
                  Agent, as the case may be, may reject such of them as do not
                  meet the requirements of this Agreement or of the related
                  Purchase Commitment.

                           4.2(b) The Collateral Agent shall have given
                  telephonic notice to the Credit Agent of the Mortgage Loans
                  against which Advances may be made, followed by a Loans
                  Warehoused Report as provided for and defined in the
                  Collateral Agency Agreement.

                           4.2(c) The Credit Agent shall have received evidence
                  satisfactory to it as to the making and/or continuation of any
                  book entry or the due filing and recording in all appropriate
                  offices of all financing statements and other instruments as
                  may be necessary to perfect the security interest of the
                  Credit Agent in the Collateral under the Uniform Commercial
                  Code or other applicable law.

                                       35
<PAGE>

                  4.2(d) The representations and warranties of the Company
         contained in Article 5 hereof shall be accurate and complete in all
         material respects as if made on and as of the date of each Advance.

                  4.2(e) The Company shall have performed all agreements to be
         performed by it hereunder, and after giving effect to the requested
         Advance, there shall exist no Default or Event of Default hereunder.

                  4.2(f) The Company shall not have incurred any material
         liabilities, direct or contingent, other than in the ordinary course of
         its business, since the Statement Date.

                  4.2(g) The .Credit Agent shall have received from counsel for
         the Company, if requested by the Credit Agent in its sole discretion,
         an updated opinion, in form and substance satisfactory to the Credit
         Agent, addressed to the Credit Agent on behalf of the Lenders and dated
         as of the date of such Advance, covering such of the matters as the
         Credit Agent may reasonably request.

                  Delivery of an Advance Request by the Company shall be deemed
         a representation by the Company that all conditions set forth in this
         Section 4.2 shall have been satisfied as of the date of such Advance.

5.       REPRESENTATIONS AND WARRANTIES.

                  The Company hereby represents and warrants to the Lenders, as
         of the date of this Agreement, the date of each Advance Request and the
         date of the making of each Advance, that:

                  5.1 ORGANIZATION; GOOD STANDING; SUBSIDIARIES. The Company and
         each Subsidiary of the Company is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         incorporation, has the full legal power and authority to own its
         property and to carry on its business as currently conducted and is
         duly qualified as a foreign corporation to do business and is in good
         standing in each jurisdiction in which the transaction of its business
         makes such qualification necessary, except in jurisdictions, if any,
         where a failure to be in good standing has no material adverse effect
         on the business, operations, assets or financial condition of the
         Company or any such Subsidiary. For the purposes hereof, good standing
         shall include qualification for any and all licenses and payment of any
         and all taxes required in the jurisdiction of its incorporation and in
         each jurisdiction in which the Company, transacts business. The Company
         has no

                                       36
<PAGE>

         Subsidiaries except as set forth on EXHIBIT G hereto. EXHIBIT G sets
         forth with respect to each such Subsidiary, its name, address, place of
         incorporation, each state in which it is qualified as a foreign
         corporation, and the percentage ownership of its capital stock by the
         Company.

                  5.2 AUTHORIZATION AND ENFORCEABILITY. The Company has the
         power and authority to execute, deliver and perform this Agreement, the
         Notes and all other Loan Documents to which the Company is party and to
         make the borrowings hereunder. The execution, delivery and performance
         by the Company of this Agreement, the Notes and all other Loan
         Documents to which the Company is party and the making of the
         borrowings hereunder and thereunder, have been duly and validly
         authorized by all necessary corporate action on the part of the Company
         (none of which actions has been modified or rescinded, and all of which
         actions are in full force and effect) and do not and will not conflict
         with or violate any provision of law, of any judgments binding upon the
         Company, or of the articles of incorporation or by-laws of the Company,
         conflict with or result in a breach of or constitute a default or
         require any consent under, or result in the creation of any Lien upon
         any property or assets of the Company other than the Lien on the
         Collateral granted hereunder, or result in or require the acceleration
         of any indebtedness of the Company pursuant to any agreement,
         instrument or indenture to which the Company is a party or by which the
         Company or its property may be bound or affected. This Agreement, the
         Notes, the Collateral Agency Agreement and all other Loan Documents
         contemplated hereby or thereby constitute legal, valid, and binding
         obligations of the Company enforceable in accordance with their
         respective terms, except as limited by bankruptcy, insolvency or other
         such laws affecting the enforcement of creditors' rights and by general
         principles of equity.

                  5.3 APPROVALS. The execution and delivery of this Agreement,
         the Notes and all other Loan Documents and the performance of the
         Company's obligations hereunder and thereunder and validity and
         enforceability hereof and thereof do not require any license, consent,
         approval or other action of any state or federal agency or governmental
         or regulatory authority other than those which have been obtained and
         remain in full force and effect.

                  5.4 FINANCIAL CONDITION. The balance sheet of the Company
         (and, if applicable, its Subsidiaries, on a consolidated basis) as of
         the Statement Date, and the related statements of income and changes in
         stockholders' equity for the fiscal period ended on the Statement Date,
         heretofore furnished to each Lender, fairly present the financial
         condition of the Company (and its Subsidiaries) as of the Statement
         Date and the results of its

                                       37
<PAGE>

         operations for the fiscal period ended on the Statement Date. The
         Company had, on the Statement Date, no known material liabilities,
         direct or indirect, fixed or contingent, matured or unmatured, or
         liabilities for taxes, long-term leases or unusual forward or long-term
         commitments not disclosed by, or reserved against in, said balance
         sheet and related statements, and at the present time there are no
         material unrealized or anticipated losses from any loans, advances or
         other commitments of the Company except as heretofore disclosed to the
         Lenders in writing. Said financial statements were prepared in
         accordance with GAAP applied on a consistent basis throughout the
         periods involved. Since the Statement Date, there has been no material
         adverse change in the business, operations, assets or financial
         condition of the Company (and its Subsidiaries), nor is the Company
         aware of any state of facts which (with or without notice or lapse of
         time or both) would or could result in any such material adverse
         change.

                  5.5 LITIGATION. There are no actions, claims, suits or
         proceedings pending or, to the knowledge of the Company, threatened or
         reasonably anticipated against or affecting the Company or any
         Subsidiary of the Company in any court or before any arbitrator or
         before any government commission, board, bureau or other administrative
         agency which, if adversely determined, may reasonably be expected to
         result in any material and adverse change in the business, operations,
         assets or financial condition of the Company as a whole, or which would
         affect the validity or enforceability of this Agreement, the Notes or
         any other Loan Document.

                  5.6 COMPLIANCE WITH LAWS. Neither the Company nor any
         Subsidiary of the Company is in violation of any provision of any law,
         or of any judgment, award, rule, regulation, order, decree, writ or
         injunction of any court or public regulatory body or authority which
         might have a material adverse effect on the business, operations,
         assets or financial condition of the Company as a whole or which would
         affect the validity or enforceability of this Agreement, the Notes or
         any other Loan Document.

                  5.7 REGULATION U. The Company is not engaged principally, or
         as one of its important activities, in the business of extending credit
         for the purpose of purchasing or carrying Margin Stock, and no part of
         the proceeds of any Advances made hereunder will be used to purchase or
         carry any Margin Stock or to extend credit to others for the purpose of
         purchasing or carrying any Margin Stock.

                  5.8 INVESTMENT COMPANY ACT. The Company is not an "investment
         company" or controlled by an "investment company"

                                       38
<PAGE>

         within the meaning of the Investment Company Act of 1940, as amended.

                  5.9 PAYMENT OF TAXES. The Company and each of its Subsidiaries
         has filed or caused to be filed all federal, state and local income,
         excise, property and other tax returns with respect to the operations
         of the Company and its Subsidiaries which are required to be filed, all
         such returns are true and correct, and the Company and each of its
         Subsidiaries has paid or caused to be paid all taxes as shown on such
         returns or on any assessment, to the extent that such taxes have become
         due, including, but not limited to, all FICA payments and withholding
         taxes, if appropriate. The amounts reserved, as a liability for income
         and other taxes payable, in the financial statements described in
         Section 5.4 hereof are sufficient for payment of all unpaid federal,
         state and local income, excise, property and other taxes, whether or
         not disputed, of the Company and its Subsidiaries accrued for or
         applicable to the period and on the dates of such financial statements
         and all years and periods prior thereto and for which the Company and
         its Subsidiaries may be liable in their own right or as transferee of
         the assets of, or as successor to, any other Person. No tax Liens have
         been filed and no material claims are being asserted with respect to
         any such taxes, fees or charges.

                  5.10 AGREEMENTS. Neither the Company nor any Subsidiary of the
         Company is a party to any agreement, instrument or indenture or subject
         to any restriction materially and adversely affecting its business,
         operations, assets or financial condition, except as disclosed in the
         financial statements described in Section 5.4 hereof. Neither the
         Company nor any Subsidiary of the Company is in default in the
         performance, observance or fulfillment of any of the obligations,
         covenants or conditions contained in any agreement, instrument, or
         indenture which default could have a material adverse effect on the
         business, operations, properties or financial condition of the Company
         as a whole. No holder of any indebtedness of the Company or of any of
         its Subsidiaries has given notice of any asserted default thereunder,
         and no liquidation or dissolution of the Company or of any of its
         Subsidiaries and no receivership, insolvency, bankruptcy,
         reorganization or other similar proceedings relative to the Company or
         of any of its Subsidiaries or any of its properties is pending, or to
         the knowledge of the Company, threatened.

                  5.11 TITLE TO PROPERTIES. The Company and each Subsidiary of
         the Company has good, valid, insurable (in the case of real property)
         and marketable title to all of its properties and assets (whether real
         or personal, tangible or intangible) reflected on the financial
         statements described in Section 5.4 hereof, except for such properties
         and assets as have been

                                       39
<PAGE>

         disposed of since the date of such financial statements as no longer
         used or useful in the conduct of its business or as have been disposed
         of in the ordinary course of business, and all such properties and
         assets are free and clear of all Liens except as disclosed in such
         financial statements.

                  5.12 ERISA. All plans ("Plans") of a type described in Section
         3(3) of ERISA in respect of which the Company or any Subsidiary of the
         Company is an "Employer," as defined in Section 3(5) of ERISA, are in
         substantial compliance with ERISA, and none of such Plans is insolvent
         or in reorganization, has an accumulated or waived funding deficiency
         within the meaning of Section 412 of the Internal Revenue Code, and
         neither the Company nor any Subsidiary of the Company has incurred any
         material liability (including any-material contingent liability) to or
         on account of any such Plan pursuant to Sections 4062, 4063, 4064, 4201
         or 4204 of ERISA; and no proceedings have been instituted to terminate
         any such Plan, and no condition exists which presents a material risk
         to the Company or a Subsidiary of the Company of incurring a liability
         to or on account of any such Plan pursuant to any of the foregoing
         Sections of ERISA. No Plan or trust forming a part thereof has been
         terminated since September 1, 1974.

                  5.13 ELIGIBILITY. The Company is approved and qualified and in
         good standing as a lender or seller/ servicer, as set forth below, and
         meets all requirements applicable to its status as such:

                           5.13(a) Ginnie Mae approved seller/servicer of
                  Mortgage Loans and issuer of Mortgage-backed Securities
                  guaranteed by Ginnie Mae.

                           5.13(b) Fannie Mae approved seller/servicer of
                  Mortgage Loans eligible to originate, purchase, hold, sell,
                  and service Mortgage Loans to be sold to Fannie Mae.

                           5.13(c) Freddie Mac approved seller/servicer of
                  Mortgage Loans, eligible to originate, purchase, hold, sell
                  and service Mortgage Loans to be sold to Freddie Mac.

                           5.13(d) Lender in good standing under the VA loan
                  guarantee program eligible to originate, purchase, hold, sell
                  and service VA-guaranteed Mortgage Loans.

                           5.13(e) HUD approved mortgagee, eligible to
                  originate, purchase, hold, sell and service FHA fully insured
                  Mortgage Loans.

                  5.14 PLACE OF BUSINESS. The principal place of business of the
         Company is 8751 Broward Boulevard, Plantation, FL 33324.

                                       40
<PAGE>

                  5.15 SPECIAL REPRESENTATIONS CONCERNING COLLATERAL. The
         Company hereby represents and warrants to the Lenders, as of the date
         of this Agreement and as of the date of each Advance Request and the
         making of each Advance, that:

                           5.15(a) The Company is the legal and equitable owner
                  and holder, free and clear of all Liens (other than Liens
                  granted hereunder), of the Pledged Mortgages and the Pledged
                  Securities. All Pledged Mortgages, Pledged Securities and
                  Purchase Commitments have been duly authorized and validly
                  issued to the Company, and all of the foregoing items of
                  Collateral comply with all of the requirements of this
                  Agreement, and have been and will continue to be validly
                  pledged or assigned to the Credit Agent, subject to no other
                  Liens.

                           5.15(b) The Company has, and will continue to have,
                  the full right, power and authority to pledge the Collateral
                  pledged and to be pledged by it hereunder.

                           5.15(c) Any Mortgage Loan and any related document
                  included in the Pledged Mortgages (1) has been duly executed
                  and delivered by the parties thereto at a closing held not
                  more than 90 days prior to the date of the Advance Request for
                  such Mortgage Loan, (2) has been made in compliance with all
                  requirements of the Real Estate Settlement Procedures Act,
                  Equal Credit Opportunity Act, the federal Truth-In-Lending Act
                  and all other applicable laws and regulations, (3) is and will
                  continue to be valid and enforceable in accordance with its
                  terms, without defense or offset, (4) has not been modified or
                  amended except in writing, which writing is part of the
                  Collateral Documents, nor any requirements thereof waived, (5)
                  has been evaluated or appraised in accordance with Title XI of
                  FIRREA, and (6) complies and will continue to comply with the
                  terms of this Agreement and, if applicable, with the related
                  Purchase Commitment held by the Company. Each Mortgage Loan,
                  other than an open-ended Pledged Loan secured by a Second
                  Mortgage, has been fully advanced in the face amount thereof,
                  each First Mortgage is a first Lien on the premises described
                  therein and each Second Mortgage is secured by a second Lien
                  on the premises described therein, and has or will have a
                  title insurance policy, in American Land Title Association
                  form or equivalent thereof, from a recognized title insurance
                  company, insuring the priority of the Lien of the Mortgage and
                  meeting the usual requirements of Investors purchasing such
                  Mortgage Loans.

                           5.15(d) No default has occurred and is continuing for
                  more than 60 days under any Mortgage Loan included in the

                                       41
<PAGE>

                  Pledged Mortgages without the Advance against such Pledged
                  Mortgage having been repaid in accordance with Section
                  2.7(c)(3) hereof; provided, however, that, with respect to
                  Pledged Mortgages which have already been pledged as
                  Collateral hereunder, if any default has occurred, the Company
                  will promptly notify the Credit Agent.

                           5.15(e) The Company has complied and will continue to
                  comply with all laws, rules and regulations in respect of the
                  FHA insurance or VA guaranty of each Mortgage Loan included in
                  the Pledged Mortgages designated by the Company as an FHA
                  insured or VA guaranteed Mortgage Loan, and such insurance or
                  guarantee is and will continue to be in full force and effect.

                           5.15(f) All fire and casualty policies covering the
                  premises encumbered by each Mortgage included in the Pledged
                  Mortgages (1) name and will continue to name the Company and
                  its successors and assigns as the insured under a standard
                  mortgagee clause, (2) are and will continue to be in full
                  force and effect, and (3) afford and will continue to afford
                  insurance against fire and such other risks as are usually
                  insured against in the broad form of extended coverage
                  insurance from time to time available.

                           5.15 (g) Pledged Mortgages secured by premises
                  located in a special flood hazard area designated as such by
                  the Director of the Federal Emergency Management Agency are
                  and shall continue to be covered by special flood insurance
                  under the National Flood Insurance Program.

                           5.15 (h) Each Pledged Mortgage against which an
                  Advance is made on the basis of a Purchase Commitment meets
                  all requirements of such Purchase Commitment. The Company
                  shall assure that Pledged Mortgages which are intended to be
                  used in the formation of Mortgage-backed Securities shall
                  comply or, prior to the formation of any such Mortgage-backed
                  Security, shall comply with the requirements of the
                  governmental instrumentality, department, agency or other
                  Person issuing or guaranteeing such Mortgage-backed Security.
                  The Company shall assure that Uncommitted Mortgage Loans
                  pledged hereunder meet all requirements of one or more
                  Investors with which the Company has agreements or other
                  arrangements to sell similar Mortgage Loans.

                           5.15(i) For Pledged Mortgages which will be used to
                  back Ginnie Mae Mortgage-backed Securities, the Company has
                  received from Ginnie Mae a Confirmation Notice or Confirmation
                  Notices for Request Additional Commitment Authority and for
                  Request Pool Numbers, and there remains

                                       42
<PAGE>

                  available thereunder a commitment on the part of Ginnie Mae
                  sufficient to permit the issuance of Ginnie Mae
                  Mortgage-backed Securities in an amount at least equal to the
                  amount of such Pledged Mortgages designated by the Company as
                  the Mortgage Loans to be used to back such Ginnie Mae
                  Mortgage-backed Securities; each such Confirmation Notice is
                  in full force and effect; each of such Pledged Mortgages has
                  been assigned by the Company to one of such Pool Numbers and a
                  portion of the available Ginnie Mae Commitment has been
                  allocated thereto by the Company, in an amount at least equal
                  to such Pledged Mortgages; and each such assignment and
                  allocation has been reflected in the books and records of the
                  Company.

                           5.15(j) Each Pledged Mortgage secured by real
                  property to which a Manufactured Home is affixed will create a
                  valid Lien on such Manufactured Home that will have priority
                  over any other Lien on such Manufactured Home, whether or not
                  arising under applicable real property law.

                  5.16 SERVICING. Attached hereto as EXHIBIT E is a true and
         complete list of the Company's Servicing Portfolio. All of the
         Company's Servicing Contracts are in full force and effect and, except
         as otherwise indicated, are unencumbered by Liens. No default or event
         which, with notice or lapse of time or both, would become a default,
         exists under any such Servicing Contract.

                  5.17 NO ADVERSE SELECTION. The Company has not selected the
         Collateral in a manner so as to affect adversely the Lender's
         interests.

                  5.18 YEAR 2000 COMPLIANCE. The Company has conducted a
         comprehensive review and assessment of the Company's computer
         applications and made inquiry of the Company's key suppliers, vendors,
         customers, and Investors with respect to the "Year 2000 Problem" and,
         based on that review and inquiry, the Company does not believe the Year
         2000 Problem will result in a material adverse change in the Company's
         business condition (financial or otherwise), operations, properties or
         prospects, or ability to repay the credit.

                  5.19 ASSUMED NAMES. The Company does not originate Mortgage
         Loans or otherwise conduct business under any names other than its
         legal name and the assumed name(s) set forth on EXHIBIT O attached
         hereto and made a part hereof. The Company has made all filings and
         taken all other action as may be required under the laws of any
         jurisdiction in which it originates Mortgage Loans or otherwise
         conducts business under any assumed name. The Company's use of assumed
         name(s) set forth herein does not conflict with any other Person's
         legal rights to any such

                                       43
<PAGE>

         name(s), nor otherwise give rise to any liability by the Company to any
         other Person.

6.       AFFIRMATIVE COVENANTS.

                  The Company hereby covenants and agrees with the Lenders that,
         so long as the commitments of the Lenders are outstanding or there
         remain any Obligations to be paid or performed under this Agreement or
         under any other Loan Document, the Company shall:

                  6.1 PAYMENT OF NOTES. Punctually pay or cause to be paid all
         obligations payable hereunder and under the Notes in accordance with
         the terms hereof and thereof.

                  6.2 FINANCIAL STATEMENTS AND OTHER REPORTS. Deliver to each
         Lender:

                           6.2 (a) As soon as available and in any event within
                  30 days after the end of each calendar month of the Company,
                  statements of income and changes in stockholders' equity of
                  the Company (and, if applicable, its Subsidiaries, on a
                  consolidated basis) for the immediately preceding month and
                  for the period from the beginning of the fiscal year to the
                  end of such calendar month, and the related balance sheet as
                  of the end of the immediately preceding month, all in
                  reasonable detail and certified as to the fairness of
                  presentation by the chief financial officer of the Company,
                  subject, however, to year-end audit adjustments.

                           6.2 (b) As soon as available and in any event within
                  90 days after the close of each fiscal year of the Company,
                  statements of income, changes in stockholders' equity and cash
                  flow of the Company (and, if applicable, its Subsidiaries, on
                  a consolidated basis) for such year, and the related balance
                  sheet as of the end of such year (setting forth in comparative
                  form the corresponding figures for the preceding fiscal year),
                  all in reasonable detail and accompanied by an opinion (which
                  opinion shall not be qualified due to possible failure to take
                  all appropriate steps to successfully address Year 2000
                  Problem) in form and substance satisfactory to the Lenders and
                  prepared by an accounting firm reasonably satisfactory to the
                  Lenders, or other independent certified public accountants of
                  recognized standing selected by the Company and acceptable to
                  the Lenders, as to said financial statements and a certificate
                  signed by the chief financial officer of the Company stating
                  that said financial statements fairly present the financial
                  condition and results of operations of the Company (and, if
                  applicable, its Subsidiaries) as of the end of, and for, such
                  year.

                                       44
<PAGE>

                           6.2(c) Together with each delivery of financial
                  statements required in this Section 6.2, an Officer's
                  Certificate substantially in the form of EXHIBIT I-SF hereto
                  (1) setting forth in reasonable detail all calculations
                  necessary to show that the Company is in compliance with the
                  requirements of Sections 7.6, 7.7, 7.8, 7.9, 7.10 and 7.13
                  hereof as of the end of such month or year (or, if the Company
                  is not in compliance, showing the extent of noncompliance and
                  specifying the period of non-compliance and what actions the
                  Company has taken, is taking or proposes to take with respect
                  thereto); (2) certifying that the Company was, as of the end
                  of the period, in compliance and in good standing with
                  applicable HUD, Ginnie Mae, or Investor net worth
                  requirements; (3) certifying that the representation set forth
                  in Section 5.18 hereof is true and correct as of the date of
                  such certificate or, if such representation is not true and
                  correct as of such date, specifying the nature of the problem
                  and what action the Company has taken, is taking and proposes
                  to take with request thereto; and (4) stating that the
                  signers have reviewed the terms of this Agreement and have
                  made, or caused to be made under their supervision, a review
                  in reasonable detail of the transactions and conditions of the
                  Company (and, if applicable, its Subsidiaries) during the
                  accounting period covered by such financial statements and
                  that such review has not disclosed the existence during or at
                  the end of such accounting period, and that the signers do not
                  have knowledge of the existence as of the date of the
                  Officer's Certificate, of any Default or Event of Default, or
                  if any Default or Event of Default existed or exists,
                  specifying the nature and period of the existence thereof and
                  what action the Company has taken, is taking and proposes to
                  take with respect thereto.

                           6.2(d) As soon as available and in any event within
                  30 days after the end of each calendar month, a commitment
                  summary and pipeline report substantially in the form of
                  EXHIBIT O (the "Commitment Summary Report") dated as of the
                  end of such month.

                           6.2(e) Reports in respect of the Pledged Mortgages
                  and Pledged Securities, in such detail and at such times as
                  any Lender in its discretion may reasonably request at any
                  time or from time to time.

                           6.2(f) Copies of any audits completed by Ginnie Mae,
                  Fannie Mae or Freddie Mac, and copies of the Mortgage Bankers'
                  Financial Reporting Forms (Freddie Mac Form 1055/Fannie Mae
                  Form 1002) which the Company is required to have filed, as any
                  Lender may reasonably request.

                                       45
<PAGE>

                           6.2(g) Within 1 day of any filing of any document
                  regarding the Company with the Securities and Exchange
                  Commission, a notice describing the SEC form used for the
                  filing, and either: (1) the exact World Wide Web address at
                  which the document is located or (2) if the document is not
                  immediately available on the World Wide Web, a complete and
                  accurate copy of the document.

                           6.2(h) From time to time, with reasonable promptness,
                  such further information regarding the business, operations,
                  properties or financial condition of the Company as any Lender
                  may reasonably request.

                  6.3 MAINTENANCE OF EXISTENCE: CONDUCT OF BUSINESS. Preserve
         and maintain its corporate existence in good standing and all of its
         rights, privileges, licenses and franchises necessary or desirable in
         the normal conduct of its business, including, without limitation, its
         eligibility as lender, seller/servicer and issuer described under
         Section 5.13 hereof; conduct its business in an orderly and efficient
         manner; maintain a net worth of acceptable assets as required for
         maintaining the Company's eligibility as lender, seller/servicer and
         issuer described under Section 5.13 hereof; and make no change in the
         nature or character of its business or engage in any business in which
         it was not engaged on the date of this Agreement; and not change its
         name, state of incorporation or principal place of business.

                  6.4 COMPLIANCE WITH APPLICABLE LAWS. Comply with the
         requirements of all applicable laws, rules, regulations and orders of
         any governmental authority, a breach of which could materially
         adversely affect its business, operations, assets, or financial
         condition, except where contested in good faith and by appropriate
         proceedings.

                  6.5 INSPECTION OF PROPERTIES AND BOOKS. Permit authorized
         representatives of the Credit Agent, the Collateral Agent, any Lender
         or any Participant to discuss the business, operations, assets and
         financial condition of the Company and its Subsidiaries with their
         officers and employees and to examine their books of account and make
         copies or extracts thereof, all at such reasonable times as the Credit
         Agent, the Collateral Agent, any Lender or any Participant may request.
         The Company will provide its accountants with a copy of this Agreement
         promptly after the execution hereof and will instruct its accountants
         to answer candidly any and all questions that the officers of the
         Credit Agent, the Collateral Agent, any Lender or any Participant or
         any authorized representative of any Lender or any Participant may
         address to them in reference to the financial condition or affairs of
         the Company and its Subsidiaries. The

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<PAGE>

         Company may have its representatives in attendance at any meetings
         between the officers or other representatives of the Credit Agent, the
         Collateral Agent, any Lender or any Participant and the Company
         accountants held in accordance with this authorization.

                  6.6 NOTICE. Give prompt Notice to the Credit Agent of (a) any
         action, suit or proceeding instituted by or against the Company or any
         of its Subsidiaries in any federal or state court or before any
         commission or other regulatory body (federal, state or local, domestic
         or foreign) which action, suit or proceeding has at issue in excess of
         $25,000, or any such proceedings threatened against the Company or any
         of its Subsidiaries in a writing containing the details thereof, (b)
         the filing, recording or assessment of any federal, state or local tax
         Lien against the Company, or any of its assets or any of its
         Subsidiaries, (c) the occurrence of any Event of Default hereunder or
         the occurrence of any Default and continuation thereof for 5 days, (d)
         the suspension, revocation or termination of the Company's eligibility,
         in any respect, as approved lender, seller/servicer or issuer as
         described under Section 5.13 hereof, (e) the transfer, loss or
         termination of any Servicing Contract to which the Company is a party,
         or which is held for the benefit of the Company, and the reason for
         such transfer, loss or termination, if known to the Company, and (f)
         any other action, event or condition of any nature which may lead to or
         result in a material adverse effect upon the business, operations,
         assets, or financial condition of the Company and its Subsidiaries or
         which, with or without notice or lapse of time or both, would
         constitute a default under any other agreement, instrument or indenture
         to which the Company or any of its Subsidiaries is a party or to which
         the Company or any of its Subsidiaries, its properties, or assets may
         be subject.

                  6.7 PAYMENT OF DEBT TAXES ETC. Pay and perform all obligations
         and indebtedness of the Company, and cause to be paid and performed all
         obligations and indebtedness of its Subsidiaries, promptly and in
         accordance with the terms thereof and pay and discharge or cause to be
         paid and discharged promptly all taxes, assessments and governmental
         charges or levies imposed upon the Company or its Subsidiaries or upon
         their respective income, receipts or properties before the same shall
         become past due, as well as all lawful claims for labor, materials and
         supplies or otherwise which, if unpaid, might become a Lien or charge
         upon such properties or any part thereof; provided, however, that the
         Company and its Subsidiaries shall not be required to pay taxes,
         assessments or governmental charges or levies or claims for labor,
         materials or supplies for which the Company or its Subsidiaries shall
         have obtained an adequate bond or adequate insurance or which are being
         contested in good faith

                                       47
<PAGE>

         and by proper proceedings which are being reasonably and diligently
         pursued and for which proper reserves have been created.

                  6.8 INSURANCE. Maintain (a) errors and omissions insurance or
         mortgage impairment insurance and blanket bond coverage, naming Credit
         Agent as the loss payee, with such companies and in such amounts as
         satisfy prevailing requirements applicable to a lender, seller/servicer
         and issuer described under Section 5.13 hereof, and (b) liability
         insurance and fire and other hazard insurance on its properties, with
         responsible insurance companies approved by the Lender, in such amounts
         and against such risks as is customarily carried by similar businesses
         operating in the same vicinity; and (c) within 30 days after Notice
         from the Lender, obtain such additional insurance as the Credit Agent
         shall reasonably require, all at the sole expense of the Company.
         Copies of such policies shall be furnished to the Credit Agent without
         charge upon request of the Credit Agent.

                  6.9 CLOSING INSTRUCTIONS. Indemnify and hold the Secured
         Parties harmless from and against any loss, including reasonable
         attorneys' fees and costs, attributable to the failure of a title
         insurance company, agent or approved attorney to comply with the
         disbursement or instruction letter or letters of the Company relating
         to any Mortgage Loan. The Collateral Agent shall have the right to
         pre-approve the closing instructions of the Company to the title
         insurance company, agent or attorney in any case where the Mortgage
         Loan to be created at settlement is intended to be warehoused by the
         Company to be included as Collateral pursuant hereto.

                  6.10 SUBORDINATION OF CERTAIN INDEBTEDNESS. Cause any
         indebtedness of the Company, incurred after the date of this Agreement,
         to any shareholder, director or officer of the Company, or to any
         Affiliate of the Company or of any Subsidiary of the Company, which
         indebtedness has a term of more than 1 year or is in excess of $25,000
         to be subordinated to all Obligations by the execution of a
         Subordination of Debt Agreement in the form of EXHIBIT F hereto and
         deliver to the Credit Agent an executed copy of said Agreement,
         certified by the corporate secretary of the Company to be true and
         complete and in full force and effect.

                  6.11 OTHER LOAN OBLIGATIONS. Perform all material obligations
         under the terms of each loan agreement, note, mortgage, security
         agreement or debt instrument by which the Company is bound or to which
         any of its property is subject, and promptly notify the Credit Agent in
         writing of a declared default under or the termination, cancellation,
         reduction or non-renewal of any of its other lines of credit or
         agreements with any other lender. EXHIBIT J hereto is a true and
         complete list of all such

                                       48
<PAGE>

         lines of credit or agreements as of the date hereof and the Company
         hereby agrees to give the Credit Agent at least 30 days Notice before
         entering into any additional lines of credit or agreements.

                  6.12 USE OF PROCEEDS OF ADVANCES. Use the proceeds of each
         Advance solely for the purpose set forth in Section 2.1 (b) for
         Advances of that type.

                  6.13 SPECIAL AFFIRMATIVE COVENANTS CONCERNING COLLATERAL.

                           6.13(a) Warrant and defend the right, title and
                  interest of the Secured Parties in and to the Collateral
                  against the claims and demands of all Persons whomsoever.

                           6.13 (b) Service or cause to be serviced all Mortgage
                  Loans in accordance with the standard requirements of the
                  issuers of Purchase Commitments covering the same and all
                  applicable FHA and VA requirements, including without
                  limitation taking all actions necessary to enforce the
                  obligations of the obligors under such Mortgage Loans. The
                  Company shall service or cause to be serviced all Mortgage
                  Loans backing Pledged Securities in accordance with applicable
                  governmental requirements and requirements of issuers of
                  Purchase Commitments covering the same. The Company shall hold
                  all escrow funds collected in respect of Pledged Mortgages and
                  Mortgage Loans backing Pledged Securities in trust, without
                  commingling the same with non-custodial funds, and apply the
                  same for the purposes for which such funds were collected.

                           6.13(c) Execute and deliver to the Credit Agent such
                  Uniform Commercial Code financing statements with respect to
                  the Collateral as the Credit Agent may request. The Company
                  shall also execute and deliver to the Credit Agent such
                  further instruments of sale, pledge or assignment or transfer,
                  and such powers of attorney, as required by the Credit Agent,
                  and shall do and perform all matters and things necessary or
                  desirable to be done or observed, for the purpose of
                  effectively creating, maintaining and preserving the security
                  and benefits intended to be afforded the Secured Parties under
                  this Agreement. The Credit Agent shall have all the rights and
                  remedies of a secured party under the Uniform Commercial Code
                  of Minnesota, or any other applicable law, in addition to all
                  rights provided for herein.

                           6.13(d) Notify the Collateral Agent within 2 Business
                  Days of any default under, or of the termination of, any

                                       49
<PAGE>

                  Purchase Commitment relating to any Pledged Mortgage, Eligible
                  Mortgage Pool or Pledged Security.

                           6.13(e) Promptly comply in all respects with the
                  terms and conditions of all Purchase Commitments, and all
                  extensions, renewals and modifications or substitutions
                  thereof or thereto. The Company will cause to be delivered to
                  the Investor the Pledged Mortgages and Pledged Securities to
                  be sold under each Purchase Commitment not later than 3
                  Business Days prior to the mandatory delivery date thereof.

                           6.13(f) Maintain, at its principal office or in a
                  regional office approved by the Credit Agent, or in the office
                  of a computer service bureau engaged by the Company and
                  approved by the-Credit Agent, and, upon request, shall make
                  available to the Collateral Agent, the originals, or copies in
                  any case where the originals have been delivered to the
                  Collateral Agent or to an Investor, of its Mortgage Notes and
                  Mortgages included in Pledged Mortgages, Mortgage-backed
                  Securities delivered to the Collateral Agent as Pledged
                  Securities, Purchase Commitments, and all related Mortgage
                  Loan documents and instruments, and all files, surveys,
                  certificates, correspondence, appraisals, computer programs,
                  tapes, discs, cards, accounting records and other information
                  and data relating to the Collateral.

                  6.14 TRANSFER OF FHA INSURANCE ON TITLE I MORTGAGE LOANS. At
         any time while a Title I Advance is outstanding against a Title I
         Mortgage Loan pledged hereunder, the Credit Agent may, by Notice to the
         Customer, direct the Customer to submit to the FHA a "transfer of note"
         report with respect to the Pledged Mortgage, reporting the transfer of
         the Pledged Mortgage to the Credit Agent or a Person designated by the
         Credit Agent in such Notice (either, a "Transferee"), provided, that,
         the transfer of the Pledged Mortgage by the Customer to the Transferee
         satisfies the applicable FHA regulations. Upon the giving of such
         Notice, the Customer promptly (and in any event within 10 days) shall
         submit such "transfer of note" report to the FHA with respect to the
         Pledged Mortgage and shall cause the FHA, as promptly as possible, to
         transfer the FHA insurance relating to such Title I Mortgage Loan
         pledged hereunder to the Transferee.

7.       NEGATIVE COVENANTS.

                  The Company hereby covenants and agrees with Lenders that, so
         long as the commitments of the Lenders are outstanding or there remain
         any Obligations to be paid or performed, the Company shall not, either
         directly or indirectly, without the prior written consent of all the
         Lenders:

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<PAGE>

                  7.1 CONTINGENT LIABILITIES. Assume, guarantee, endorse, or
         otherwise become contingently liable for the obligation of any Person
         except by endorsement of negotiable instruments for deposit or
         collection in the ordinary course of business.

                  7.2 SALE OR PLEDGE OF SERVICING CONTRACTS. Sell, pledge or
         grant a security interest in any existing or future Servicing Contracts
         of the Company other than to the Credit Agent for the benefit of the
         Secured Parties, except as otherwise expressly permitted in this
         Agreement, or omit to take any action required to keep all such
         Servicing Contracts in full force and effect; provided, however, that
         if no Default or Event of Default has occurred and is continuing,
         servicing on individual Mortgage Loans may be sold concurrently with
         and incidental to the sale of such Mortgage Loans (with servicing
         released) in the ordinary course of the Company's business.

                  7.3 MERGER; SALE OF ASSETS ACQUISITIONS. Liquidate, dissolve,
         consolidate or merge or sell any substantial part of its assets, or
         acquire any substantial part of the assets of another.

                  7.4 DEFERRAL OF SUBORDINATED DEBT. Pay in advance of the
         stated maturity thereof any Subordinated Debt of the Company or, if a
         Default or Event of Default hereunder shall have occurred, make any
         payment of any kind thereafter on such Subordinated Debt until all
         Obligations have been paid and performed in full and any applicable
         preference period has expired.

                  7.5 LOSS OF ELIGIBILITY. Take any action that would cause the
         Company to lose all or any part of its status as an eligible lender,
         seller/servicer and issuer as described under Section 5.13 hereof.

                  7.6 DEBT TO TANGIBLE NET WORTH RATIO. Permit the ratio of Debt
         (excluding, for this purpose only, Debt arising under the Hedging
         Arrangements, to the extent of assets arising under the same Hedging
         Arrangements) to Tangible Net Worth of the Company (and its
         Subsidiaries, on a consolidated basis) at any time to exceed 10 to 1.

                  7.7 MINIMUM TANGIBLE NET WORTH. Permit Tangible Net Worth of
         the Company (and its Subsidiaries, on a consolidated basis) at any time
         to be less than $20,000,000.

                  7.8 MINIMUM CURRENT RATIO. Permit the Current Ratio to be less
         than 1.05 to 1 on the last day of any month of the Company.

                                       51
<PAGE>

                  7.9 LOSS LIMITATION. In any fiscal quarter permit the net loss
         of the Company and its Subsidiaries for that quarter (determined on a
         consolidated basis in accordance with GAAP), to exceed the amount set
         forth below for such fiscal quarter:

         -----------------------------------------------------------------------
                   Fiscal Quarter Ended                 Maximum Loss
         -----------------------------------------------------------------------
                      December 1999                     $12,514,000
                        March 2000                      $10,920,000
                        June 2000                       $10,131,000
                        Thereafter                          $0
         -----------------------------------------------------------------------

                  7.10 DIVIDENDS. For each fiscal year, declare or make any
         distributions to the shareholders in excess of 1000 of the Company's
         net after-tax income earned in such fiscal year (as determined on a
         fiscal year-to-date basis), less distributions previously declared or
         authorized in such fiscal year. Any distributions declared or
         authorized based on the Company's income for any fiscal year must be
         paid by the end of the second quarter of the next succeeding fiscal
         year.

                  7.11 ACQUISITION OF RECOURSE SERVICING CONTRACTS. Acquire
         Servicing Contracts under which the Company is obligated to repurchase
         or indemnify the holder of the Mortgage Loans as a result of defaults
         on the Mortgage Loans at any time during the term of such Mortgage
         Loans.

                  7.12 GESTATION FACILITIES. Directly or indirectly sell or
         refinance Pledged Mortgages under any Gestation Agreements or other
         warehousing facility, other than a repurchase agreement with Greenwich
         Capital Financial Products, Inc. and a $10,000,000 warehouse line with
         Superior Bank, FSB.

                  7.13 TRANSACTIONS WITH AFFILIATES. Directly or indirectly (a)
         make any loan, advance, extension of credit or capital contribution to
         any of its Affiliates, (b) transfer, sell, pledge, assign or otherwise
         dispose of any of its assets to or on behalf of such Affiliates, (c)
         merge or consolidate with or purchase or acquire assets from such
         Affiliates, or (d) pay management fees to or on behalf of such
         Affiliates.

                  7.14 SPECIAL NEGATIVE COVENANTS CONCERNING COLLATERAL.

                           7.14 (a) The Company shall not amend or modify, or
                  waive any of the terms and conditions of, or settle or

                                       52
<PAGE>

                  compromise any claim in respect of, any Pledged Mortgages or
                  Pledged Securities.

                           7.14(b) The Company shall not sell, assign, transfer
                  or otherwise dispose of, or grant any option with respect to,
                  or pledge or otherwise encumber (except pursuant to this
                  Agreement or as permitted herein) any of the Collateral or any
                  interest therein.

                           7.14(c) The Company shall not make any compromise,
                  adjustment or settlement in respect of any of the Collateral
                  or accept other than cash in payment or liquidation of the
                  Collateral.

8.       DEFAULTS; REMEDIES.

                  8.1 EVENTS OF DEFAULT. The occurrence of any of the following
         conditions or events shall be an event of default ("Event of Default"):

                           8.1(a) Failure to pay the principal of any Advance
                  when due, whether at stated maturity, by acceleration, or
                  otherwise; or failure to pay any installment of interest on
                  any Advance or any other amount due under this Agreement
                  within 10 days after the due date; or failure to pay, within
                  any applicable grace period, any other Obligations of the
                  Company due the Lenders; or

                           8.1(b) Failure of the Company or any of its
                  Subsidiaries to pay, or any default in the payment of any
                  principal or interest on, any other indebtedness or in the
                  payment of any contingent obligation within any period of
                  grace provided; breach or default with respect to any other
                  material term of any other indebtedness or of any loan
                  agreement, mortgage, indenture or other agreement relating
                  thereto, if the effect of such breach or default is to cause,
                  or to permit the holder or holders thereof (or a trustee on
                  behalf of such holder or holders) to cause, indebtedness of
                  the Company or its Subsidiaries in the aggregate amount of
                  $50,000 or more to become or be declared due prior to its
                  stated maturity (upon the giving or receiving of notice, lapse
                  of time, both, or otherwise); or

                            8.1(c) Failure of the Company to perform or comply
                   with any term or condition applicable to it contained in
                   Sections 6.3, 6.12 and 6.13 or in any Section of Article 7 of
                   this Agreement; or

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<PAGE>

                           8.1(d) Any of the Company's representations or
                  warranties made or deemed made herein or in any other Loan
                  Document (other than the representations and warranties set
                  forth in Section 5.15 hereof), or in any statement or
                  certificate at any time given by the Company in writing
                  pursuant hereto or thereto shall be inaccurate or incomplete
                  in any material respect on the date as of which made or deemed
                  made; or

                           8.1(e) The Company shall default in the performance
                  of or compliance with any term contained in this Agreement or
                  any other Loan Document other than those referred to above in
                  Subsections 8.1(a), 8.1(c) or 8.1(d) and such default shall
                  not have been remedied or waived within 30 days after the
                  earliest of (i) receipt by the Company of Notice from the
                  Credit Agent of such default, (ii) receipt by the Credit Agent
                  of Notice from the Company of such default, or (iii) the date
                  the Company should have notified the Credit Agent of such
                  default pursuant to Section 6.6(c); or

                           8.1(f) (1) A court having jurisdiction shall enter a
                  decree or order for relief in respect of the Company, any
                  Subsidiary of the Company in an involuntary case under any
                  applicable bankruptcy, insolvency or other similar law in
                  respect of the Company, any Subsidiary of the Company now or
                  hereafter in effect, which decree or order is not stayed; the
                  Company, any Subsidiary of the Company shall consent to the
                  entry of any such decree or order; or a filing of a voluntary
                  case under any applicable bankruptcy, insolvency or other
                  similar law in respect of the Company, any Subsidiary of the
                  Company has occurred; or any other similar relief shall be
                  granted under any applicable federal or state law; or (2) the
                  filing of an involuntary case in respect of the Company, any
                  Subsidiary of the Company under any applicable bankruptcy,
                  insolvency or other similar law; or a decree or order of a
                  court having jurisdiction for the appointment of a receiver,
                  liquidator, sequestrator, trustee, custodian or other officer
                  having similar powers over the Company, any Subsidiary of the
                  Company, or over all or a substantial part of their respective
                  property, shall have been entered; or the involuntary
                  appointment of an interim or permanent receiver, trustee or
                  other custodian of the Company, any Subsidiary of the Company
                  for all or a substantial part of their respective property; or
                  the issuance of a warrant of attachment, execution or similar
                  process against any substantial part of the property of the
                  Company, any Subsidiary of the Company, and the

                                       54
<PAGE>

                  continuance of any such events in Subsection (2) above for 60
                  days unless dismissed, bonded off or discharged; or

                          8.1(g) The Company, any Subsidiary of the Company
                 shall consent to the appointment of or taking possession by a
                 receiver, trustee or other custodian for all or a substantial
                 part of its property; the making by the Company, any Subsidiary
                 of the Company of any assignment for the benefit of creditors;
                 or the inability or failure of the Company, any Subsidiary of
                 the Company, or the admission by the Company, any Subsidiary of
                 the Company in writing of its inability, to pay its debts as
                 such debts become due; or

                          8.1(h) Failure of the Company to perform any
                  contractual obligations which it may have to repurchase
                  Mortgage Loans, if such obligations in the aggregate exceed
                  $500,000; or

                           8.1(i) Any money judgment, writ or warrant of
                  attachment, or similar process involving in any case an amount
                  in excess of $25,000 shall be entered or filed against the
                  Company or any of its Subsidiaries or any of their respective
                  assets and shall remain undischarged, unvacated, unbonded or
                  unstayed for a period of 30 days or in any event later than 5
                  days prior to the date of any proposed sale thereunder; or

                           8.1 (j) Any order, judgment or decree shall be
                  entered against the Company decreeing the dissolution or split
                  up of the Company and such order shall remain undischarged or
                  unstayed for a period in excess of 20 days; or

                           8.1(k) Any Plan maintained by the Company or any of
                  its Subsidiaries shall be terminated within the meaning of
                  Title IV of ERISA or a trustee shall be appointed by an
                  appropriate United States District Court to administer any
                  Plan, or the Pension Benefit Guaranty Corporation (or any
                  successor thereto) shall institute proceedings to terminate
                  any Plan or to appoint a trustee to administer any Plan if as
                  of the date thereof the Company's liability or any such
                  Subsidiary's liability (after giving effect to the tax
                  consequences thereof) to the Pension Benefit Guaranty
                  Corporation (or any successor thereto) for unfunded guaranteed
                  vested benefits under the Plan exceeds the then current value
                  of assets accumulated in such Plan by more than $25,000 (or in
                  the case of a termination

                                       55
<PAGE>

                  involving the Company or any of its Subsidiaries as a
                  "substantial employer" (as defined in Section 4001(a)(2) of
                  ERISA) the withdrawing employer's proportionate share of such
                  excess shall exceed such amount); or

                           8.1(1) The Company or any of its Subsidiaries as
                  employer under a Multiemployer Plan shall have made a complete
                  or partial withdrawal from such Multiemployer Plan and the
                  plan sponsor of such Multiemployer Plan shall have notified
                  such withdrawing employer that such employer has incurred a
                  withdrawal liability in an annual amount exceeding $25,000; or

                           8.1(m) The Company shall purport to disavow its
                  obligations hereunder or shall contest the validity or
                  enforceability hereof; or the Credit Agent's security interest
                  on any portion of the Collateral shall become unenforceable or
                  otherwise impaired; provided that, subject to the Majority
                  Lenders' approval, no Event of Default shall occur as a result
                  of such impairment if all Advances made against any
                  such Collateral shall be paid in full within 10 days of the
                  date of such impairment; or

                           8.1(n) Seth Werner shall cease to be the chief
                  executive officer of the Company; or

                           8.1(0) The Company's common stock is no longer traded
                  on NASDAQ; or

                           8.1 (p) Any Lien for any taxes, assessments or other
                  governmental charges (i) is filed against the Company or any
                  of its property, or is otherwise enforced against the Company
                  or any of its property, or (ii) obtains priority that is equal
                  or greater than the priority of the Lender's security interest
                  in any of the Collateral; or

                           8.1 (q) A material adverse change occurs, or is
                  reasonably likely to occur, in the business condition
                  (financial or otherwise),operations, properties or prospects
                  of the Company, or in the ability of the Company to repay the
                  Obligations.

                                       56
<PAGE>

                  8.2 REMEDIES.

                           8.2(a) If a Lender shall have knowledge of a Default
                  or an Event of Default, it shall forthwith give Notice thereof
                  to the Credit Agent. If the Credit Agent shall have knowledge
                  of a Default or an Event of Default, it shall forthwith give
                  Notice thereof to each Lender and to the Company. The Credit
                  Agent shall not be deemed to have knowledge or Notice of the
                  occurrence of a Default or an Event of Default unless the
                  Credit Agent has received Notice from a Lender or the Company.

                           8.2(b) Upon the occurrence of any Event of Default
                  described in Sections 8.1 (f) or 8.1(g), the Commitments of
                  the Lenders shall be terminated and all unpaid principal
                  amounts of and accrued interest on the Notes and all other
                  Obligations shall automatically become due and payable,
                  without presentment, demand or other requirements of any kind,
                  all of which are hereby expressly waived by the Company.

                           8.2(c) Upon the occurrence of any Event of Default,
                  other than those described in Sections 8.1 (f) and 8.1(g), the
                  Majority Lenders may, by Notice to the Company, terminate the
                  Commitments of all the Lenders and/or declare all Obligations
                  to be immediately due and payable, whereupon the same shall
                  forthwith become due and payable, together with all accrued
                  interest thereon, and the obligation of the Lenders to make
                  any Advances shall thereupon terminate.

                           8.2(d) Upon the occurrence of any Event of Default,
                  the Credit Agent, on behalf of the Secured Parties, may also
                  do any of the following:

                                    (1) Foreclose upon or otherwise enforce its
                           security interest in and Lien on the Collateral to
                           secure all payments and performance of the
                           Obligations in any manner permitted by law or
                           provided for hereunder.

                                    (2) Notify all obligors in respect of
                           Collateral that the Collateral has been assigned to
                           the Credit Agent, on behalf of the Secured Parties,
                           and that all payments thereon are to be made directly
                           to the Credit Agent or such other party as may be
                           designated by the Credit Agent; settle, compromise,
                           or release, in whole or in part, any amounts owing on
                           the Collateral, any such obligor or any Investor or
                           any portion of the

                                       57
<PAGE>

                          Collateral, on terms acceptable to the Credit Agent;
                          enforce payment and prosecute any action or proceeding
                          with respect to any and all Collateral; and where any
                          such Collateral is in default, foreclose on and
                          enforce security interests in such Collateral by any
                          available judicial procedure or without judicial
                          process and sell property acquired as a result of any
                          such foreclosure.

                                    (3) Act, or contract with a third party to
                           act, as servicer or subservicer of each item of
                           Collateral requiring servicing and perform all
                           obligations required in connection with Servicing
                           Contracts and Purchase Commitments, such third
                           party's fees to be paid by the Company.

                                    (4) Require the Company to assemble the
                           Collateral and/or books and records relating thereto
                           and make such available to the Credit Agent at a
                           place to be designated by the Credit Agent.

                                    (5) Enter onto property where any Collateral
                           or books and records relating thereto are located and
                           take possession thereof with or without judicial
                           process; and obtain access to the Company's data
                           processing equipment, computer hardware and software
                           relating to the Collateral and to use all of the
                           foregoing and the information contained therein in
                           any manner the Credit Agent deems necessary for the
                           purpose of effectuating its rights under this
                           Agreement and any other Loan Document.

                                    (6) Prior to the disposition of the
                           Collateral, prepare it for disposition in any manner
                           and to the extent the Credit Agent deems appropriate.

                                    (7) Exercise all rights and remedies of a
                           secured creditor under the Uniform Commercial Code of
                           Minnesota or other applicable law, including, but not
                           limited to, selling or otherwise disposing of the
                           Collateral, or any part thereof, at one or more
                           public or private sales, whether or not such
                           Collateral is present at the place of sale, for cash
                           or credit or future delivery, on such terms and in
                           such manner as the Credit Agent may determine,
                           including, without limitation, sale

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                           pursuant to any applicable Purchase Commitment. If
                           notice is required under such applicable law, the
                           Credit Agent will give the Company not less than 10
                           days' notice of any such public sale or of the date
                           after which any private sale may be held. The Company
                           agrees that 10 days' notice shall be reasonable
                           notice. The Credit Agent may, without notice or
                           publication, adjourn any public or private sale or
                           cause the same to be adjourned from time to time by
                           announcement at the time and place fixed for the
                           sale, and such sale may be made at any time or place
                           to which the same may be so adjourned. In case of any
                           sale of all or any part of the Collateral on credit
                           or for future delivery, the Collateral so sold may be
                           retained by the Credit Agent until the selling price
                           is paid by the purchaser thereof, but the Credit
                           Agent shall not incur any liability in case of the
                           failure of such purchaser to take up and pay for the
                           Collateral so sold and, in case of any such failure,
                           such Collateral may again be sold upon like notice.
                           The Credit Agent may, however, instead of exercising
                           the power of sale herein conferred upon it, proceed
                           by a suit or suits at law or in equity to collect all
                           amounts due upon the Collateral or to foreclose the
                           pledge and sell the Collateral or any portion thereof
                           under a judgment or decree of a court or courts of
                           competent jurisdiction, or both.

                                    (8) Proceed against the Company on the
                           Notes.

                           The Credit Agent shall follow the instructions of the
                           Majority Lenders in exercising or not exercising its
                           rights under this Section 8.2(d), but (i) the Credit
                           Agent shall have no obligation to take or not to take
                           any action which it believes may expose it to any
                           liability, and (ii) the Credit Agent may, but shall
                           be under no obligation to, await instructions from
                           the Majority Lenders before exercising or not
                           exercising its rights under this Section 8.2(d).

                                    8.2(e) Neither the Credit Agent nor any
                           other Secured Party shall incur any liability as a
                           result of the sale or other disposition of the
                           Collateral, or any part thereof, at any public or
                           private sale or disposition. The Company hereby
                           waives (to the extent permitted by law) any claims it
                           may have against the Credit Agent and each other
                           Secured Party arising by

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                           reason of the fact that the price at which the
                           Collateral may have been sold at such private sale
                           was less than the price which might have been
                           obtained at a public sale or was less than the
                           aggregate amount of the outstanding Advances and the
                           unpaid interest accrued thereon, even if the Credit
                           Agent accepts the first offer received and does not
                           offer the Collateral to more than one offeree. Any
                           sale of Collateral pursuant to the terms of a
                           Purchase Commitment, or any other disposition of
                           Collateral arranged by the Company, whether before or
                           after the occurrence of an Event of Default, shall be
                           deemed to have been made in a commercially reasonable
                           manner.

                                    8.2(f) The Company acknowledges that
                           Mortgage Loans and Mortgage-backed Securities are
                           collateral of a type which is customarily sold on a
                           recognized market. The Company waives any right it
                           may have to prior notice of the sale of any Pledged
                           Mortgage or Pledged Security, and agrees that the
                           Credit Agent may purchase any Pledged Mortgages or
                           Pledged Securities at a private sale of such
                           Collateral.

                                    8.2(g) The Company specifically waives and
                           releases (to the extent permitted by law) any equity
                           or right of redemption, all rights of redemption,
                           stay or appraisal which the Company has or may have
                           under any rule of law or statute now existing or
                           hereafter adopted, and any right to require the
                           Credit Agent to (1) proceed against any Person, (2)
                           proceed against or exhaust any of the Collateral or
                           pursue its rights and remedies as against the
                           Collateral in any particular order, or (3) pursue any
                           other remedy in its power. The Credit Agent shall not
                           be required to take any steps necessary to preserve
                           any rights of the Company against holders of
                           mortgages prior in lien to the Lien of any Mortgage
                           included in the Collateral or to preserve rights
                           against prior parties.

                                    8.2(h) The Credit Agent may, but shall not
                           be obligated to, advance any sums or do any act or
                           thing necessary to uphold and enforce the Lien and
                           priority of, or the security intended to be afforded
                           by, any Mortgage included in the Collateral,
                           including, without limitation, payment of delinquent
                           taxes or assessments and insurance premiums. All
                           advances, charges, costs and expenses, including
                           reasonable attorneys' fees and disbursements,
                           incurred or paid by the Credit Agent or any Lender in
                           exercising any right, power or remedy conferred by
                           this Agreement, or in the enforcement

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                  hereof, together with interest thereon, at the Default Rate,
                  from the time of payment until repaid, shall become a part of
                  the principal balance outstanding hereunder and under the
                  Notes.

                           8.2(i) No failure on the part of the Credit Agent or
                  any other Secured Party to exercise, and no delay in
                  exercising, any right, power or remedy provided hereunder, at
                  law or in equity shall operate as a waiver thereof; nor shall
                  any single or partial exercise by the Credit Agent or any
                  other Secured Party of any right, power or remedy provided
                  hereunder, at law or in equity preclude any other or further
                  exercise thereof or the exercise of any other right, power or
                  remedy. Without intending to limit the foregoing, all defenses
                  based on the statute of limitations are hereby waived by the
                  Company to the extent permitted by law. The remedies herein
                  provided are cumulative and are not exclusive of any remedies
                  provided at law or in equity.

                           8.2(j) The Credit Agent is hereby granted a license
                  or other right to use, without charge, the Company's computer
                  programs, other programs, labels, patents, copyrights, rights
                  of use of any name, trade secrets, trade names, trademarks,
                  service marks and advertising matter, or any property of a
                  similar nature, as it pertains to the Collateral, in
                  advertising for sale and selling any Collateral, and the
                  Company's rights under all licenses and all other agreements
                  related to the foregoing shall inure to the Lenders' benefit
                  until the Obligations are paid in full.

                  8.3 APPLICATION OF PROCEEDS. The proceeds of any sale,
         disposition or other enforcement of the Secured Parties' security
         interest in all or any part of the Collateral shall be applied by the
         Credit Agent as follows:

                  FIRST, to the payment of the costs and expenses of such sale
         or enforcement, including reasonable compensation to the Credit Agent's
         and Collateral Agent's agents and counsel, and all expenses,
         liabilities and advances made or incurred by or on behalf of the Credit
         Agent and Collateral Agent in connection therewith; and all fees due
         and owing the Collateral Agent;

                  SECOND, to the payment of the costs and expenses of such sale
         or enforcement, including reasonable compensation to the Lenders'
         agents and counsel, and all expenses,

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         liabilities and advances made or incurred by or on behalf of any Lender
         in connection therewith;

                  THIRD, to the Swingline Lenders, until all principal, interest
         and Balance Deficiency fees (if any) in respect of the Swingline
         Advances have been paid in full;

                  FOURTH, to the Lenders, pro rata in accordance with the amount
         of accrued interest (and fees under Section 2.6) owed to each of them,
         until interest at the following rates is paid in full: (a) prior to
         acceleration of all Obligations of the Company, at the applicable
         interest rates pursuant to Section 2.6, and (b) following such
         acceleration, at the Default Rate;

                  FIFTH, to the Lenders, pro rata in accordance with their
         respective Percentage Shares, until the principal amounts of all
         Advances outstanding are paid in full;

                  SIXTH, to the Lenders, pro rata in accordance with their
         respective Percentage Shares, until all fees and other Obligations
         accrued by or due each Lender and the Credit Agent are paid in full;
         and

                  FINALLY, to the payment to the Company, or to its successors
         or assigns, or as a court of competent jurisdiction may direct, of any
         surplus then remaining from such proceeds.

                  If the proceeds of any such sale, disposition or other
         enforcement are insufficient to cover the costs and expenses of such
         sale, as aforesaid, and the payment in full of all Obligations, the
         Company shall remain liable for any deficiency.

                  8.4 CREDIT AGENT APPOINTED ATTORNEY-IN-FACT. The Credit Agent
         is hereby appointed the attorney-in-fact of the Company, with full
         power of substitution, for the purpose of carrying out the provisions
         hereof and taking any action and executing any instruments which the
         Credit Agent may deem necessary or advisable to accomplish the purposes
         hereof, which appointment as attorney-in-fact is irrevocable and
         coupled with an interest. Without limiting the generality of the
         foregoing, the Credit Agent shall have the right and power to give
         notices of its security interest in the Collateral to any Person,
         either in the name of the Company or in its own name, to endorse all
         Pledged Mortgages or Pledged Securities payable to the order of the
         Company, to change or cause to be changed the book-entry registration
         or name of subscriber or Investor on any Pledged Security, or

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         to receive, endorse and collect all checks made payable to the order of
         the Company representing any payment on account of the principal of or
         interest on, or the proceeds of sale of, any of the Pledged Mortgages
         or Pledged Securities and to give full discharge for the same.

                  8.5 RIGHT OF SETOFF. The Company hereby grants to the Credit
         Agent, to each Lender and to any assignee or Participant of any Lender
         a right of setoff, to secure the repayment of the Obligations, upon any
         and all monies, securities, or other property of the Company, and the
         proceeds thereof, now or hereafter held or received by or in transit to
         such Person, from or for the account of the Company, whether for
         safekeeping, custody, pledge, transmission, collection or otherwise,
         and all deposits (general or special, time or demand, provisional or
         final) and credits of the Company and any and all claims of the Company
         against such Person at any time existing. Upon the occurrence and
         during the continuance of any Event of Default, such Person is hereby
         authorized, at any time and from time to time, without notice, to
         setoff and to appropriate or apply any and all items hereinabove
         described against and on account of the Obligations, irrespective of
         whether or not the Lenders shall have made any demand hereunder and
         whether or not said Obligations shall have matured.

                  8.6 SHARING OF PAYMENTS. If upon the occurrence of an Event of
         Default and acceleration of the Obligations any Lender shall hold or
         receive and retain any payment, whether by setoff, application of
         deposit balance or security, or otherwise, in respect of the
         Obligations, then such Lender shall purchase from the other Lenders for
         cash and at face value and without recourse, such participation in the
         Obligations held by them as shall be necessary to cause such payment to
         be shared ratably as aforesaid with each of them; provided, that if
         such payment or part thereof is thereafter recovered from such
         purchasing Lender, the related purchases from the other Lenders shall
         be rescinded ratably and the purchase price restored as to the portion
         of such excess payment so recovered, but without interest thereon
         unless the purchasing Lender is required to pay interest on such
         amounts to the Person recovering such payment, in which case with
         interest thereon, computed at the same rate, and on the same basis, as
         the interest that the purchasing Lender is required to pay. If any
         Lender receives a payment from the Company not in respect of the
         Obligations, but relating to another relationship of such Lender and
         the Company, such Lender may apply the payment first to the
         indebtedness

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         arising out of the other relationship and then against the Obligations
         as provided for above.

9.       THE CREDIT AGENT.

                  9.1 APPOINTMENT. Each Lender hereby irrevocably designates and
         appoints the Credit Agent as the agent of such Lender under the Loan
         Documents and each such Lender hereby irrevocably authorizes the Credit
         Agent to take such action on its behalf under the provisions of the
         Loan Documents and to exercise such powers and perform such duties as
         are expressly delegated to the Credit Agent by the terms of the Loan
         Documents, together with such other powers as are reasonably incidental
         thereto. The Credit Agent hereby accepts such appointment and agrees to
         act in accordance with this Agreement.

                  9.2 DUTIES OF CREDIT AGENT. The provisions of the Loan
         Documents set forth the exclusive duties of the Credit Agent and no
         implied duties or obligations shall be read into the Loan Documents
         against the Credit Agent. The Credit Agent shall not be bound in any
         way by any agreement or contract other than the Loan Documents and any
         other agreement to which it is a party.

                  9.3 STANDARD OF CARE. The Credit Agent shall act in accordance
         with customary standards for those engaged as credit agents of
         commercial transactions in similar capacities.

                           9.3(a) The Credit Agent shall not be required to
                  ascertain or inquire as to the performance or observance of
                  any of the conditions or agreements to be performed or
                  observed by any other party, except as specifically provided
                  in the Loan Documents. The Credit Agent disclaims any
                  responsibility for the validity or accuracy of the recitals to
                  this Agreement and any representations and warranties
                  contained herein, unless specifically identified as recitals,
                  representations or warranties of the Credit Agent.

                           9.3(b) The Credit Agent shall have no responsibility
                  for ascertaining the value, collectibility, insurability,
                  enforceability, effectiveness or suitability of any
                  Collateral, the title of any party therein, the validity or
                  adequacy of the security afforded thereby, or the validity of
                  this Agreement (except as to Credit Agent's authority to enter
                  into this Agreement and to perform its obligations hereunder).

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<PAGE>

                           9.3(c) No provision of this Agreement shall require
                  the Credit Agent to expend or risk its own funds or otherwise
                  incur any financial liability in the performance of any of its
                  duties hereunder or in the exercise of any of its rights or
                  powers, if, in its sole judgment, it shall believe that
                  repayment of such funds or adequate indemnity against such
                  risk or liability is not assured to it.

                           9.3(d) The Credit Agent is not responsible for
                  preparing or filing any reports or returns relating to
                  federal, state or local income taxes with respect to this
                  Agreement, other than for the Credit Agent's compensation or
                  for reimbursement of expenses.

                  9.4 DELEGATION OF DUTIES. The Credit Agent may execute any of
         its duties under the Loan Documents by or through agents or
         attorneys-in-fact and shall be entitled to advice of counsel concerning
         all matters pertaining to such duties. The Credit Agent shall not be
         responsible for the negligence or misconduct of any agents or
         attorneys-in-fact selected by it with reasonable care.

                  9.5 EXCULPATORY PROVISIONS. Neither the Credit Agent nor any
         of its respective officers, directors, employees, agents,
         attorneys-in-fact or Affiliates shall be (a) liable for any action
         lawfully taken or omitted to be taken by it or such Person under or in
         connection with the Loan Documents (except for its or such Person's own
         gross negligence or willful misconduct), or (b) responsible in any
         manner to any of the Lenders for any recitals, statements,
         representations or warranties made by the Company or any officer
         thereof contained in the Loan Documents or in any certificate, report,
         statement or other document referred to or provided for in, or received
         by the Credit Agent under or in connection with, the Loan Documents or
         for the value, validity, effectiveness, genuineness, enforceability or
         sufficiency of the Loan Documents or for any failure of the Company to
         perform its obligations under any Loan Document. The Credit Agent shall
         not be under any obligation to any Lender to ascertain or to inquire as
         to the observance or performance of any of the agreements contained in,
         or conditions of, the Loan Documents or to inspect the properties,
         books or records of the Company or any of its Subsidiaries.

                  9.6 RELIANCE BY CREDIT AGENT. The Credit Agent shall be
         entitled to rely, and shall be fully protected in relying, upon any
         note, writing, resolution, notice, consent, certification, affidavit,
         letter, cablegram,

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         telegram, telecopy, telex or teletype message, statement, order or
         other document or conversation reasonably believed by it to be correct
         and to have been signed, sent or made by the proper Person or Persons
         and upon advice and statements of legal counsel (including, without
         limitation, counsel to the Company), independent accountants and other
         experts selected by the Credit Agent. The Credit Agent may deem and
         treat the payee of any Note as the owner thereof for all purposes. As
         to the Lenders: (a) the Credit Agent shall be fully justified in
         failing or refusing to take any action under the Loan Documents unless
         it shall first receive such advice or concurrence of the Majority
         Lenders or all of the Lenders, as appropriate, or it shall first be
         indemnified to its satisfaction by the Lenders ratably in accordance
         with their respective Percentage Shares against any and all liability
         and expense which may be incurred by it by reason of taking or
         continuing to take any action (except for liabilities and expenses
         resulting from the Credit Agent's gross negligence or willful
         misconduct), and (b) the Credit Agent shall in all cases be fully
         protected in acting, or in refraining from acting, under the Loan
         Documents in accordance with a request of the Majority Lenders or all
         of the Lenders, as appropriate, and such request and any action taken
         or failure to act pursuant thereto shall be binding upon all the
         Lenders.

                  9.7 NON-RELIANCE ON CREDIT AGENT OR OTHER LENDERS. Each Lender
         expressly acknowledges that neither the Credit Agent nor any of its
         respective officers, directors, employees, agents, attorneys-in-fact or
         Affiliates has made any representations or warranties to such Lender
         and that no act by the Credit Agent hereafter taken, including any
         review of the affairs of the Company, shall be deemed to constitute any
         representation or warranty by the Credit Agent to any Lender. Each
         Lender represents to the Credit Agent that it has, independently and
         without reliance upon the Credit Agent or any other Lender, and based
         on such documents and information as it has deemed appropriate, made
         its own appraisal of and investigation into the business, operations,
         property, financial and other condition and creditworthiness of the
         Company and made its own decision to enter into and make Advances under
         the Credit Agreement. Each Lender also represents that it will,
         independently and without reliance upon the Credit Agent or any other
         Lender, and based on such documents and information as it shall deem
         appropriate at the time, continue to make its own credit analysis,
         appraisals and decisions in taking or not taking action under the
         Credit Agreement, and to make such investigation as it deems necessary
         to inform itself as to the business, operations, property, financial
         and other

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         condition and creditworthiness of the Company. Except for notices,
         reports and other documents expressly required to be furnished to the
         Lenders by the Credit Agent hereunder, the Credit Agent shall have no
         duty or responsibility to provide any Lender with any credit or other
         information concerning the business, operations, property, financial or
         other condition or creditworthiness of the Company or any Subsidiary
         which may come into the possession of the Credit Agent or any of its
         respective officers, directors, employees, agents, attorneys-in-fact or
         Affiliates.

                  9.8 CREDIT AGENT IN INDIVIDUAL CAPACITY. The Credit Agent may
         make loans to, accept deposits from and generally engage in any kind of
         business with the Company as though the Credit Agent was not the Credit
         Agent hereunder. With respect to the Advances made or renewed by them
         and any Note issued to them, the Credit Agent shall have the same
         rights and powers under the Loan Documents as any Lender and may
         exercise the same as though it were not the Credit Agent, and the terms
         "Lender" and "Lenders" shall include the Credit Agent in its individual
         capacity.

                  9.9 SUCCESSOR CREDIT AGENT. The Credit Agent may resign as
         such at any time upon giving 60 days Notice to the Company and the
         Lenders. The Credit Agent may be removed immediately with cause or at
         any time upon 10 days Notice from the Majority Lenders to the Credit
         Agent and the Company. Upon Notice of such resignation or removal, the
         Majority Lenders may appoint a successor Credit Agent (which successor
         Credit Agent, assuming that no Default or Event of Default exists,
         shall be reasonably acceptable to the Company). The date on which the
         Company, the Collateral Agent and Lenders have received Notice from
         such successor of its acceptance of appointment as the Credit Agent
         shall constitute the effective date of resignation or removal of the
         resigning or removed Credit Agent. If no successor Credit Agent
         shall have been so appointed by the Majority Lenders, and shall have
         accepted such appointment within the allotted time period, then, upon 5
         days' Notice to the Company, the resigned or removed Credit Agent may,
         on behalf of the Lenders, appoint a successor. Upon the effective date
         of resignation or removal of the resigning or removed Credit Agent,
         such successor will thereupon succeed to and become vested with all the
         rights, powers, privileges, and duties of the resigning or removed
         Credit Agent, but the resigning or removed Credit Agent shall not be
         discharged from any liability as a result of its or its directors',
         officers', agents', or employees' gross negligence or willful
         misconduct in the performance of its duties and obligations under this
         Agreement prior to the effective date

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         of its resignation or removal. Upon the effective date of its
         resignation or removal, the Credit Agent shall assign all of its right,
         title and security interest in and to all Collateral to its successor,
         without recourse, warranty or representation, express or implied.

10.      NOTICES.

                  All notices, demands, consents, requests and other
         communications required or permitted to be given or made hereunder
         (collectively, "Notices") shall, except as otherwise expressly provided
         hereunder, be in writing and shall be delivered in person or
         telecopied, or mailed, first class or delivered by overnight courier,
         return receipt requested, postage prepaid, addressed to the respective
         party hereto at its address set forth opposite the name of such party
         on the signature pages of this Agreement or, as to any such party, at
         such other address as may be designated by it in a Notice to the other.
         All Notices shall be conclusively deemed to have been properly given or
         made when duly delivered, in person, by telecopy or by overnight
         courier, or if mailed, on the date of receipt as noted on the return
         receipt.

11.      REIMBURSEMENT OF EXPENSES; INDEMNITY.

                  11.1 REIMBURSEMENT OF EXPENSES AND INDEMNIFICATION BY THE
         COMPANY. The Company shall: (a) pay such additional documentation
         production fees as the Credit Agent may require and all out-of-pocket
         costs and expenses of the Credit Agent and the Collateral Agent and
         each Lender, including, without limitation, reasonable fees, service
         charges and disbursements of counsel (including allocated costs of
         internal counsel), in connection with the preparation, negotiation,
         amendment, enforcement and administration of this Agreement, the Notes,
         and other Loan Documents and the making and repayment of the Advances
         and the payment of interest thereon; (b) indemnify, pay, and hold
         harmless the Lenders and any holder of the Notes from and against, any
         and all present and future stamp, documentary and other similar taxes
         with respect to the foregoing matters and save the Lenders and the
         holder or holders of the Notes harmless from and against any and all
         liabilities with respect to or resulting from any delay or omission to
         pay such taxes; (c) indemnify, pay and hold harmless the Credit Agent,
         the Collateral Agent and each Lender and any of their respective
         officers, directors, employees or agents and any subsequent holder of
         the Notes (collectively called the "Indemnitees") from and against any
         and all liabilities, obligations, losses, damages,

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         penalties, judgments, suits, costs, expenses and disbursements of any
         kind or nature whatsoever (including without limitation, the reasonable
         fees and disbursements of counsel of the Indemnitees (including
         allocated costs of internal counsel) in connection with any
         investigative, administrative or judicial proceeding, whether or not
         such Indemnitees shall be designated a party thereto) which may be
         imposed upon, incurred by or asserted against such Indemnitees in any
         manner relating to or arising out of this Agreement, the Notes, or any
         other Loan Document or any of the transactions contemplated hereby or
         thereby (the "Indemnified Liabilities"); provided, however, that the
         Company shall have no obligation hereunder with respect to Indemnified
         Liabilities arising from the gross negligence or willful misconduct of
         any such Indemnitees. To the extent that the undertaking to indemnify,
         pay and hold harmless as set forth in the preceding sentence may be
         unenforceable because it is violative of any law or public policy, the
         Company shall contribute the maximum portion which it is permitted to
         pay and satisfy under applicable law, to the payment and satisfaction
         of all Indemnified Liabilities incurred by the Indemnitees or any of
         them. The agreement of the Company contained in this Subsection (c)
         shall survive the expiration or termination of this Agreement and the
         payment in full of the Notes. Attorneys' fees and disbursements
         incurred in enforcing, or on appeal from, a judgment pursuant hereto
         shall be recoverable separately from and in addition to any other
         amount included in such judgment, and this clause is intended to be
         severable from the other provisions of this Agreement and to survive
         and not be merged into such judgment.

                  11.2 INDEMNIFICATION BY THE LENDERS. The Lenders agree to
         indemnify each of the Credit Agent and the Collateral Agent in its
         respective capacity as such (to the extent not reimbursed by the
         Company and without limiting the obligation of the Company to do so),
         ratably according to the respective amounts of their Percentage Shares,
         from and against any and all liabilities, obligations, losses, damages,
         penalties, actions, judgments, suits, costs, expenses or disbursements
         of any kind whatsoever which may at any time (including without
         limitation at any time following the payment of the Obligations) be
         imposed on, incurred by or asserted against the Credit Agent or the
         Collateral Agent in any way relating to or arising out of the Loan
         Documents or any documents contemplated by or referred to herein or
         therein or the transactions contemplated hereby or thereby or any
         action taken or omitted by the Credit Agent or the Collateral Agent
         under or in connection with any of the foregoing; provided that no
         Lender shall be liable for the payment of any portion

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         of such liabilities, obligations, losses, damages, penalties, actions,
         judgments, suits, costs, expenses or disbursements resulting from the
         Credit Agent's or the Collateral Agent's gross negligence or willful
         misconduct. The agreements in this Section shall survive the payment of
         the Obligations and the termination of this Agreement. Attorneys' fees
         and disbursements incurred in enforcing, or on appeal from, a judgment
         pursuant hereto shall be recoverable separately from and in addition to
         any other amount included in such judgment, and this clause is intended
         to be severable from the other provisions of this Agreement and to
         survive and not be merged into such judgment.

12.      FINANCIAL INFORMATION.

                  All financial statements and reports furnished to the Credit
         Agent hereunder shall be prepared in accordance with GAAP, applied on a
         basis consistent with that applied in preparing the financial
         statements as at the end of and for the last fiscal year ended (except
         to the extent otherwise required to conform to good accounting
         practice).

13.      MISCELLANEOUS.

                  13.1 TERMS BINDING UPON SUCCESSORS; SURVIVAL OF
         REPRESENTATIONS. The terms and provisions of this Agreement shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors and assigns. All representations, warranties,
         covenants and agreements herein contained on the part of the Company
         shall survive the making of any Advance and the execution of the Notes,
         and shall be effective so long as any Lender's commitment is
         outstanding hereunder or there remain any Obligations to be paid or
         performed.

                  13.2 LENDERS IN INDIVIDUAL CAPACITY. The Lenders and their
         Affiliates may make loans to, accept deposits from and generally engage
         in any kind of business with the Company, any Subsidiary, regardless of
         the capacity of the Lenders hereunder. The Lenders may disclose to the
         other Lenders information regarding other relationships which they may
         have with the Company and the Company hereby consents to these
         disclosures.

                  13.3 PARTICIPATION AND ASSIGNMENTS. This Agreement and the
         Obligations of the Company may not be assigned by the Company. Any
         Lender may, subject to the limitations set forth below, assign or
         transfer, in whole or in part, this Agreement and the other Loan
         Documents and further may sell participations in all or any part of its
         Advances or Maximum

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         Commitment or any other interest in the Obligations or any of its
         obligations hereunder to another Person, in which event: (a) in the
         case of an assignment, upon notice thereof by such Lender to the
         Company and consent of the Credit Agent, the assignee shall have, to
         the extent of such assignment (unless otherwise provided thereby), the
         same rights and benefits as it would have if it were a "Lender"
         hereunder, and, if the assignee has expressly assumed, for the benefit
         of the Company, such Lender's obligations hereunder, such Lender shall
         be relieved of its obligations hereunder to the extent of such
         assignment and assumption, provided that the Credit Agent shall have no
         obligation to consent to there being more than a total of 4 Lenders (a
         Participant is not a Lender); and (b) in the case of a participation,
         the participating Person's (a "Participant") rights against the Lender
         from whom it has purchased such participation in respect of such
         participation are those set forth in the agreement executed by such
         Lender in favor of the Participant relating thereto. Such Lender shall
         remain solely responsible to the other parties hereto for the
         performance of such Lender's obligations under the Loan Documents,
         whether or not such Lender shall remain the holder of any Note. Such
         Lender shall retain all voting rights with respect to such Note, the
         Advances hereunder and the Lender's Maximum Commitment. The Company,
         the Credit Agent and the other Lenders shall continue to deal solely
         and directly with such Lender in connection with such Lender's rights
         and obligations under the Loan Documents. Notwithstanding the
         foregoing, nothing contained herein shall in any manner or to any
         extent affect the right of any Lender to assign its Note and its right
         to receive and retain payments on its Note provided such Lender remains
         primarily and directly liable pursuant to the terms and conditions of
         this Agreement to keep, observe and perform all of its obligations
         under this Agreement, and all such assignments shall be treated,
         considered and administered as a sale of a participation and not as an
         assignment and shall be subject to and governed by the provisions of
         this Section. Any Lender may furnish any information concerning the
         Company in the possession of such Lender from time to time to
         Affiliates of such Lender and to assignees and Participants (including
         prospective assignees and Participants) and the Company hereby consents
         to the provision of such information.

                  13.4 COMMITMENT INCREASES.

                           13.4 (a) At any time and from time to time after the
                  Closing Date, the Credit Limit may be increased either by an
                  Additional Lender establishing a Maximum Commitment or by one
                  or more then existing Lender ("Increase Lender") increasing
                  its Maximum Commitment

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<PAGE>

                  (each such increase by either means, a "Commitment Increase")
                  provided that no Commitment Increase shall become effective
                  unless and until (i) the Company, the Credit Agent and the
                  Additional Lender or the Increase Lender shall have executed
                  and delivered an amendment to this Agreement with respect to
                  such Commitment Increase, and (ii) if, after giving effect
                  thereto, the Credit Limit would exceed $200,000,000, such
                  Commitment Increase shall have been consented to by each of
                  the other Lenders. Prior to the effective date ("Effective
                  Date") of any Commitment Increase, the Company shall issue a
                  promissory note to the Additional Lender, or to an Increase
                  Lender, against surrender of its existing Note, in the amount
                  of such Lender's Maximum Commitment after giving effect to
                  such Commitment Increase. Such new promissory note or notes
                  shall constitute a "Note" or "Notes" for the purposes of the
                  Loan Documents.

                           13.4(b) On the Effective Date of such Commitment
                  Increase, the Credit Agent shall recompute the Percentage
                  Share for each Lender based on the new Credit Limit which
                  results from the Commitment Increase, and within two (2)
                  Business Days, the Credit Agent shall request Advances from or
                  shall direct prepayments to each Lender so that the total
                  amount of all then outstanding Advances are shared pro rata
                  with each Lender, pursuant to Section 2.1 hereof.

                  13.5 AMENDMENTS.

                           13.5(a) This Agreement may not be amended or terms or
                  provisions hereof waived unless such amendment or waiver is in
                  writing and signed by the Majority Lenders, the Credit Agent
                  and the Company; provided, however, that without the prior
                  written consent of 1000 of the Lenders, no amendment or waiver
                  shall: (1) waive or amend any term or provision of `Section
                  6.3, 6.12, 6.13, 7.6, 7.7, 7.8, 7.9 or 7.10 hereof or the
                  definition of any type of Collateral or the provisions of
                  Section 3.5 hereof, (2) reduce the principal of, or rate of
                  interest or fees on, the Advances or any Lender's Maximum
                  Commitment, (3) modify the Credit Limit, (4) except as
                  expressly contemplated by Sections 13.3 and 13.4 hereof,
                  modify any Lender's Percentage Share of the Credit Limit, (5)
                  modify the definition of "Majority Lenders," (6) extend the
                  Maturity Date, (7) amend any part of EXHIBIT M, or (7) amend
                  this Section. It is expressly agreed and understood that the
                  failure by the Majority Lenders to elect to accelerate amounts
                  outstanding hereunder or to terminate the obligation of the
                  Lenders to make Advances

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<PAGE>

                  hereunder shall not constitute an amendment or waiver of any
                  term or provision of this Agreement.

                           13.5(b) The Company hereby agrees that it shall, upon
                  requesting any amendment of this Agreement or any other Loan
                  Document or any waiver of any material term or provision of
                  this Agreement or any other Loan Document (except an extension
                  of the Maturity Date), pay at the time of such request a
                  modification fee (1) to the Credit Agent in a minimum amount
                  of $1,000 or such greater amount as may be notified to the
                  Company by the Credit Agent in its sole discretion and (2) to
                  each Lender (except any Lender which becomes party to the
                  Agreement by virtue of such amendment) in a minimum amount of
                  $500 or such greater amount as may be notified to the Company
                  by the Majority Lenders, acting through the Credit Agent, in
                  their sole discretion. The payment of such modification fees
                  shall be in addition to and shall not limit the Company's
                  reimbursement obligations pursuant to Article 11 hereof, and
                  any other fee or charge imposed by the Administrative Agent or
                  the Lenders as a condition to any amendment.

                  13.6 OPERATIONAL REVIEWS. From time to time upon request, the
         Company shall permit the Credit Agent, any Lender or their
         representative access to its premises and records for the purpose of
         conducting a review of the Company's general mortgage business methods,
         policies, and procedures, auditing loan files and reviewing financial
         and operational aspects of the Company's business.

                  13.7 GOVERNING LAW. This Agreement and the other Loan
         Documents shall be governed by the laws of the State of Minnesota,
         without reference to its principles of conflicts of laws.

                  13.8 RELATIONSHIP OF THE PARTIES. This Agreement provides for
         the making of Advances by the Lenders, in their capacities as lenders,
         to the Company, in its capacity as a borrower, and for the payment of
         interest and repayment of principal by the Company to the Lenders, and
         for the payment of certain fees by the Company to the Lenders, the
         Credit Agent and the Collateral Agent. The relationship between the
         Secured Parties and the Company is limited to that of creditor/secured
         party, on the one hand, and debtor, on the other hand. The provisions
         herein for compliance with financial covenants and delivery of
         financial statements are intended solely for the benefit of the Secured
         Parties to protect their interests in assuring payments of interest and
         repayment of principal and payment of certain fees, and

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<PAGE>

         nothing contained in this Agreement shall be construed as permitting or
         obligating any Secured Party to act as a financial or business advisor
         or consultant to the Company, as permitting or obligating any Secured
         Party to control the Company or to conduct the Company's operations, as
         creating any fiduciary obligation on the part of the Lenders to the
         Company, or as creating any joint venture, agency, or other
         relationship between or among any parties hereto other than as
         explicitly and specifically stated in this Agreement. The Company
         acknowledges that it has had the opportunity to obtain the advice of
         experienced counsel of its own choosing in connection with the
         negotiation and execution of this Agreement and to obtain the advice of
         such counsel with respect to all matters contained herein. The Company
         further acknowledges that it is experienced with respect to financial
         and credit matters and has made its own independent decisions to apply
         to the Lenders for credit and to execute and deliver this Agreement.

                  13.9 SEVERABILITY. If any provision of this Agreement shall be
         declared to be illegal or unenforceable in any respect, such illegal or
         unenforceable provision shall be and become absolutely null and void
         and of no force and effect as though such provision were not in fact
         set forth herein, but all other covenants, terms, conditions and
         provisions hereof shall nevertheless continue to be valid and
         enforceable.

                  13.10 COUNTERPARTS. This Agreement may be executed in any
         number of counterparts, each of which shall be deemed an original, but
         all such counterparts shall together constitute but one and the same
         instrument.

                  13.11 CONSENT TO CREDIT REFERENCES. The Company hereby
         consents to the disclosure of information regarding the Company and its
         relationships with the Lenders to Persons making credit inquiries to
         the Lenders. This consent is revocable by the Company at any time upon
         Notice to the Lenders as provided in Section 10 hereof.

                  13.12 CONSENT TO JURISDICTION. The Company, the Credit Agent
         and each of the Lenders hereby agree that any action or proceeding
         under the Loan Documents, the Notes or any document delivered pursuant
         hereto may be commenced against it in any court of competent
         jurisdiction within the State of Minnesota, by service of process upon
         the Company by first class registered or certified mail, return receipt
         requested, addressed to such Person at its address last designated
         under the Notices provisions herein. The Company, the Credit Agent and
         each of the Lenders agree that any such suit, action or proceeding
         arising out of or relating to this

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<PAGE>

         Agreement or any other such document may be instituted in the Hennepin
         County, State District Court or in the United States District Court for
         the District of Minnesota at the option of the Lender; and the Company,
         the Credit Agent and each of the Lenders hereby waive any objection to
         the jurisdiction or venue of any such court with respect to, or the
         convenience of any court as a forum for, any such suit, action or
         proceeding. Nothing herein shall affect the right of the Lender to
         accomplish service of process in any other manner permitted by law or
         to commence legal proceedings or otherwise proceed against the Company
         in any other jurisdiction or court.

                  13.13 COUNTERPARTS. This Agreement may be executed in any
         number of counterparts, each of which shall be deemed an original, but
         all such counterparts shall together constitute but one and the same
         instrument.

                  13.14 ENTIRE AGREEMENT. This Agreement, the Notes and the
         other Loan Documents represent the final agreement among the parties
         hereto and thereto with respect to the subject matter hereof and
         thereof, and may not be contradicted by evidence of prior or
         contemporaneous oral agreements among such parties. There are no oral
         agreements among the parties with respect to the subject matter hereof
         and thereof.

                  13.15 WAIVER OF JURY TRIAL. THE COMPANY, THE CREDIT AGENT AND
         EACH OF THE LENDERS HEREBY (a) COVENANTS AND AGREES NOT TO ELECT A
         TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (b) FULLY
         WAIVES ANY RIGHT TO TRIAL BY JURY TO THE EXTENT THAT ANY SUCH RIGHT NOW
         EXISTS OR HEREAFTER ARISES. THE COMPANY, AGENT AND EACH OF THE LENDERS
         GIVES THIS WAIVER OF RIGHT OF JURY TRIAL KNOWINGLY AND VOLUNTARILY.
         THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN, KNOWINGLY
         AND VOLUNTARILY, BY THE COMPANY, THE CREDIT AGENT AND EACH OF THE
         LENDERS, AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH
         INSTANCE AND EACH ISSUE FOR WHICH THE RIGHT OF A JURY TRIAL WOULD
         OTHERWISE ACCRUE. THE CREDIT AGENT, THE LENDERS AND THE COMPANY ARE
         HEREBY AUTHORIZED AND REQUESTED TO SUBMIT THIS AGREEMENT TO ANY COURT
         HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES HERETO, SO
         AS TO SERVE AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF THE RIGHT TO JURY
         TRIAL. FURTHER, THE CREDIT AGENT, THE COMPANY AND EACH OF THE LENDERS
         HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF ANY OF THEM,
         RESPECTIVELY, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO ANY OF THE
         UNDERSIGNED THAT THE CREDIT AGENT, THE COMPANY OR ANY OF THE LENDERS
         WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

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<PAGE>

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

                                  COMPANY:
                                  MORTGAGE.COM, INC.,
                                  a Florida corporation,
                                  f/k/a First Mortgage Network, Inc.

                                  By:  /s/ MICHAEL BRENNER
                                     -------------------------------------------
                                  Its:   SVP and General Counsel
                                      ------------------------------------------
                                  Notice Address:
                                  Mortgage.Com, Inc.
                                  8751 Broward Boulevard
                                  Plantation, FL 33324
                                  Attention: Edwin Johnson,
                                                      CFO
                                     -------------------------------------------
                                  Telecopier No.: (954) 472-0800
                                                 -------------------------------


                                  CREDIT AGENT:
                                  RESIDENTIAL FUNDING CORPORATION,
                                  a Delaware corporation

                                  By:  /S/ JIM CLAPP
                                     -------------------------------------------
                                  Its: Director

                                  Notice Address:
                                  4800 Montgomery Lane
                                  Suite 300
                                  Bethesda, Maryland 20814
                                  Attention: Jim Clapp
                                             Director
                                  Telecopier No.: (301) 215-6288


                                  LENDERS:
                                  RESIDENTIAL FUNDING CORPORATION,
                                  a Delaware corporation

                                  By:  /S/ JIM CLAPP
                                     -------------------------------------------
                                  Its: Director

                                  Notice Address:
                                  4800 Montgomery Lane
                                  Suite 300
                                  Bethesda, Maryland 20814
                                  Attention: Jim Clapp
                                             Director
                                  Telecopier No.: (301) 215-6288

                                       76
<PAGE>

                                  BANK UNITED,
                                  a federa1 savings bank

                                  By:  /S/ JOHN WEST
                                     -------------------------------------------
                                  Its:     Director

                                  Notice Address:
                                  3200 Southwest Freeway, Suite 2660
                                  Houston, TX 77027
                                  Attention:  Janet Grove, Esq.
                                  Telecopier No. (713) 543-6469

STATE OF FLORIDA FLORIDA  )
                          ) ss
COUNTY OF BROWARD BROWARD )

         On November 12, 1999 before me, a Notary Public, personally appeared
Michael Brenner, the Sr. VP/General Counsel of MORTGAGE.COM, INC., a Florida
corporation, f/k/a First Mortgage Network, Inc., personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature
on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.

         WITNESS my hand and official seal.

                                   /S/ RITA A. OCCHIONERO
                                  ----------------------------------------------
                                  Notary Public
     (SEAL)                       My Commission Expires: 12/18/01


                                                  [NOTARY PUBLIC STAMP]
                                                   RITA A. OCCHIONERO
                                                  COMISSION #CC 703550
                                                  EXPIRES DEC 18, 2001
                                                       BONDED THRU
                                               ATLANTIC BONDING CO., INC.

                                       77
<PAGE>

STATE OF MARYLAND     )
                      ) ss
COUNTY OF MONTGOMERY  )

         On November 15, 1999 before me, a Notary Public, personally appeared
JIM CLAPP, the Director of RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the instrument.

         WITNESS my hand and official seal.

                                    /S/ STEPHANIE von dem HAGEN
                                  ----------------------------------------------
                                  Notary Public
                                  My Commission Expires:
                                                        ------------------------
(SEAL)

                                                  [NOTARY PUBLIC STAMP]
                                                 STEPHANIE von dem HAGEN
                                             NOTARY PUBLIC STATE OF MARYLAND
                                          My Commission Expires October 15, 2001

STATE OF GEORGIA )
                 ) ss

COUNTY OF FULTON )

         On November 16, 1999 before me, a Notary Public, personally appeared
John West, the Director of BANK UNITED, a federal savings bank, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.

         WITNESS my hand and official seal.

                                    /S/ CATHY WILLIAMS
                                  ----------------------------------------------
                                  Notary Public, Fulton County, Georgia
                                  My Commission Expires September 30, 2001

(SEAL)

                                                  [NOTARY PUBLIC STAMP]
                                          NOTARY PUBLIC, FULTON COUNTY, GEORGIA
                                        MY COMMISSION EXPIRES SEPTEMBER 30, 2001

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