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                                                                EXHIBIT 10.10(a)


                                                                            [WC]
                                                                


                                PROMISSORY NOTE


$16,666,600.00             DALLAS, TEXAS           SEPTEMBER 24, 1997


     FOR VALUE RECEIVED, the undersigned, HOMEOWNERS MORTGAGE & EQUITY, INC., A
DELAWARE CORPORATION, D/B/A HOME, INC. (herein called "BORROWER"), hereby
promises to pay to the order of GUARANTY FEDERAL BANK, F.S.B., a federal savings
bank (herein called "BANK"), the principal sum of SIXTEEN MILLION SIX HUNDRED
SIXTY-SIX THOUSAND SIX HUNDRED AND NO/100 DOLLARS ($16,666,600.00) or, if less,
the aggregate unpaid principal amount of the Loan made under this Note by Bank
to Borrower pursuant to the terms of the FIRST AMENDED AND RESTATEDWORKING
CAPITAL LINE OF CREDIT AND SECURITY AGREEMENT [SERVICING SECURED] together with
all amendments, modifications and extensions thereto ("LOAN AGREEMENT") dated
NOVEMBER 8, 1996, together with interest on the unpaid principal balance thereof
as hereinafter set forth, both principal and interest payable as herein provided
in lawful money of the United States of America, for the account of Bank, at
8333 DOUGLAS AVENUE, DALLAS, TEXAS 75225 or at such other place within Dallas
County, Texas or such other address as may be given to Borrower by the Bank.

     This Note (A) is executed and delivered pursuant to the Loan Agreement and
is the Note as defined therein, (B) is subject to the terms and provisions of
the Loan Agreement, which contains provisions for payments and prepayments
hereunder, acceleration of the maturity hereof upon the happening of certain
stated events and the obligation of Bank to advance funds hereunder, and (C) is
secured by and entitled to the benefits of certain Loan Documents (herein so
called).  Payments on this Note shall be made and applied as provided herein and
in the Loan Agreement.  Reference is hereby made to the Loan Agreement for a
description of certain rights, limitations of rights, obligations and duties of
the parties hereto and for the meanings assigned to terms used and not defined
herein and to the Loan Documents for a description of the nature and extent of
the security thereby provided and the rights of the parties thereto.  All
capitalized terms used herein and not otherwise defined herein shall have the
meanings given thereto in the Loan Agreement.  The holder of this Note shall be
entitled to the benefits provided for in the Loan Agreement.

     INTEREST shall be due and payable on the TENTH (10/TH/) day of each month,
beginning OCTOBER 10, 1997.  Interest shall accrue on the outstanding principal
balance of this Note at the rates specified in the Loan Agreement.

     The PRINCIPAL amount of this Note, together with all unpaid interest
accrued hereon, shall be due and payable in full on JUNE 30, 1998 (the "MATURITY
DATE").  All payments of principal of and interest upon this Note shall be made
by Borrower to the Bank in federal or other immediately available funds.  All
payments made hereon shall be due and payable and applied in accordance with the
Loan Agreement.

This Note and all of the other Loan Documents are intended to be performed in
accordance with, and only to the extent permitted by, all applicable usury laws.
If any provision hereof or of any of the other Loan Documents or the application
thereof to any person or circumstance shall, for any reason and to any extent,
be invalid or unenforceable, neither the application of such provision to any
other person or circumstance nor the remainder of the instrument in which such
provision is contained shall be affected thereby and shall be enforced to the
greatest extent permitted by law.  It is expressly stipulated and agreed to be
the intent of the holder hereof to at all times comply with the usury and


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other applicable laws now or hereafter governing the interest payable on the
indebtedness evidenced by this Note. If the applicable law is ever revised,
repealed or judicially interpreted so as to render usurious any amount called
for under this Note or under any of the other Loan Documents, or contracted for,
charged, taken, reserved or received with respect to the indebtedness evidenced
by this Note, or if Bank's exercise of the option to accelerate the maturity of
this Note, or if any prepayment by Borrower results in Borrower having paid any
interest in excess of that permitted by law, then it is the express intent of
Borrower and Bank that all excess amounts theretofore collected by Bank be
credited on the principal balance of this Note (or, if this Note and all other
indebtedness arising under or pursuant to the other Loan Documents have been
paid in full, refunded to Borrower), and the provisions of this Note and the
other Loan Documents immediately be deemed reformed and the amounts thereafter
collectable hereunder and thereunder reduced, without the necessity of the
execution of any new document, so as to comply with the then applicable law, but
so as to permit the recovery of the fullest amount otherwise called for
hereunder or thereunder. All sums paid, or agreed to be paid, by Borrower for
the use, forbearance, detention, taking, charging, receiving or reserving of the
indebtedness of Borrower to Bank under this Note or arising under or pursuant to
the other Loan Documents shall, to the maximum extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full term of
such indebtedness until payment in full so that the rate or amount of interest
on account of such indebtedness does not exceed the usury ceiling from time to
time in effect and applicable to such indebtedness for so long as such
indebtedness is outstanding. To the extent federal law permits Bank to contract
for, charge or receive a greater amount of interest, Bank will rely on federal
law instead of the Texas Finance Code, as supplemented by Texas Credit Title for
the purpose of determining the Maximum Rate. Additionally, to the maximum extent
permitted by applicable law now or hereafter in effect, Bank may, at its option
and from time to time, implement any other method of computing the Maximum Rate
under the Texas Finance Code, as supplemented by Texas Credit Title, or under
other applicable law by giving notice, if required, to Borrower as provided by
applicable law now or hereafter in effect. Notwithstanding anything to the
contrary contained herein or in any of the other Loan Documents, it is not the
intention of Bank to accelerate the maturity of any interest that has not
accrued at the time of such acceleration or to collect unearned interest at the
time of such acceleration. In no event shall Chapter 346 of the Texas Finance
Code (which regulates certain revolving loan accounts and revolving tri-party
accounts) apply to this Note. To the extent that Chapter 303 of the Texas
Finance Code is applicable to this Note, the "weekly ceiling" specified in
Chapter 303 is the applicable ceiling; provided that, if any applicable law
permits greater interest, the law permitting the greatest interest shall apply.

     If this Note is placed in the hands of an attorney for collection after
default, or if all or any part of the indebtedness represented hereby is proved,
established or collected in any court of in any bankruptcy, receivership, debtor
relief, probate or other court proceedings, Borrower and all endorsers, sureties
and guarantors of this Note jointly and severally agree to pay reasonable
attorneys' fees and collection costs to the holder hereof in addition to the
principal and interest payable hereunder.

     Borrower and all endorsers, sureties and guarantors of this Note hereby
severally waive demand, presentment for payment, protest, notice of protest,
notice of intention to accelerate the maturity of this Note, diligence in
collecting, the bringing of any suit against any party and any notice of or
defense on account of any extensions, renewals, partial payments or changes in
any manner of or in this Note or in any of its terms, provisions and covenants,
or any releases or substitutions of any security, or any delay, indulgence or
other act of any trustee or any holder hereof, whether before or after maturity.

     Maker reserves the right to prepay the outstanding principal balance of
this Note, in whole or in part at any time and from time to time without premium
or penalty, in accordance with the terms of the Loan Agreement.

     THIS NOTE IS EXECUTED IN RENEWAL, EXTENSION AND MODIFICATION (BUT NOT IN
EXTINGUISHMENT) OF (A) THAT CERTAIN PROMISSORY NOTE DATED AS OF NOVEMBER 8, 1996
IN THE STATED AMOUNT OF THREE MILLION AND NO/100

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DOLLARS ($3,000,000.00) EXECUTED BY BORROWER PAYABLE TO THE ORDER OF BANK, (B)
THAT CERTAIN PROMISSORY NOTE DATED AS OF JANUARY 1, 1997 IN THE STATED AMOUNT OF
FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) EXECUTED BY BORROWER PAYABLE TO
THE ORDER OF BANK, AND (C) THAT CERTAIN PROMISSORY NOTE DATED AS OF JULY 25,
1997 IN THE STATED AMOUNT OF SIX MILLION EIGHT HUNDRED THOUSAND AND NO/100
DOLLARS ($6,800,000.00) EXECUTED BY BORROWER PAYABLE TO THE ORDER OF BANK.

     THE BORROWER HEREBY AGREES THAT THE OBLIGATIONS CONTAINED HEREIN ARE
PERFORMABLE IN DALLAS COUNTY, TEXAS.  ALL PARTIES HERETO AGREE THAT (I) ANY
ACTION ARISING OUT OF THIS TRANSACTION SHALL BE FILED IN DALLAS COUNTY, TEXAS,
(II) VENUE FOR ENFORCEMENT OF ANY OF THE OBLIGATIONS CONTAINED IN THE LOAN
DOCUMENTS SHALL BE IN DALLAS COUNTY, TEXAS, (III) PERSONAL JURISDICTION SHALL BE
IN DALLAS COUNTY, TEXAS, (IV) ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT SHALL BE COMMENCED AGAINST BORROWER IN DALLAS COUNTY,
(V) SUCH ACTION SHALL BE INSTITUTED IN THE COURTS OF THE STATE OF TEXAS LOCATED
IN DALLAS COUNTY, TEXAS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF TEXAS LOCATED IN DALLAS COUNTY, TEXAS, AT THE OPTION OF THE BANK AND
(VI) THE BORROWER HEREBY WAIVES ANY OBJECTION TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING AND ADDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO BE SUED
ELSEWHERE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF BANK TO ACCOMPLISH SERVICE
OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

     THIS NOTE, TOGETHER WITH ALL OF THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED
BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA.

     THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                             HOMEOWNERS & EQUITY, INC., a Delaware
                             corporation, d/b/a HOME, INC.



                             By:   ___________________________________
                                   Tommy M. Parker,
                                   Executive Vice President

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STATE OF TEXAS      (S)
                    (S)
COUNTY OF DALLAS    (S)


     This instrument was ACKNOWLEDGED before me the ____ day of September, 1997,
by Tommy M. Parker, Executive Vice President of HOMEOWNERS MORTGAGE & EQUITY,
INC., a Delaware corporation, d/b/a HOME, INC. on behalf of said corporation.


                                 
                                  ______________________________________
                                  Notary Public - State of Texas

My Commission expires:            ______________________________________
                                  Printed Name of Notary
_____________________
100316\1599262.03

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