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                           MASTER REPURCHASE AGREEMENT

                                                    Dated as of October 31, 1997

Between:


NATIONSCAPITAL MORTGAGE COMPANY
  as Seller

and

FIRST ALLIANCE MORTGAGE CO.,
  as Buyer


1.      APPLICABILITY

From time to time the parties hereto may enter into transactions in which the
Seller agrees to transfer to the Buyer mortgage loans or other assets (the
"Collateral") against the transfer of funds by the Buyer, with a simultaneous
agreement by the Buyer to transfer to the Seller such Collateral at a date
certain, against the transfer of funds by the Seller. Each such transaction
shall be referred to herein as a "Transaction" and, unless otherwise agreed in
writing, shall be governed by this Agreement.

2.      DEFINITIONS

As used in this Agreement, and unless the context requires a different meaning,
the following terms shall have the meanings assigned to them below:

        (a)    "1934 Act" shall mean the Securities Exchange Act of 1934.

        (b)    "Act of Insolvency" shall mean, with respect to any party, (i)
               the commencement by such party as debtor of any case or
               proceeding under any bankruptcy, insolvency, reorganization,
               liquidation, moratorium, dissolution, delinquency or similar law,
               or such party seeking the appointment or election of a receiver,
               conservator, trustee, custodian or similar official for such
               party or any substantial part of its property, or the convening
               of any meeting of creditors for purposes of commencing any such
               case or proceeding or seeking such an appointment or election,
               (ii) the commencement of any such case or proceeding against such
               party, or another seeking such an appointment or election, or the
               filing against a party of an application for a protective decree
               under the provisions of SIPA, which (A) is consented to or not
               timely contested by such party, (B) results in the entry of an
               order for relief, such an appointment or election, the issuance
               of such a protective decree or the entry of an order having a
               similar effect, or (C) is not dismissed within 15 days, (iii) the
               making by such party of a general assignment for the benefit of
               creditors, or (iv) the admission in writing by such party of such
               party's inability to pay such party's debts as they become due.

        (c)    "Additional Collateral" shall mean Mortgage Loans and/or cash
               provided by the Seller to the Buyer pursuant to Paragraph 5(b)
               hereof.

        (d)    "Additional Required Documents" shall mean the following
               documents with respect to any Mortgage Loan:

               (i)    original disclosure statements complying with Regulation Z
                      ("Truth in Lending") of the Board of Governors of the
                      Federal Reserve System and all agreements relating
                      thereto, if applicable;

               (ii)   original Equal Credit Opportunity Act notice and
                      additional disclosure statements or agreements relating
                      thereto, if applicable;

               (iii)  a certification as to whether or not such property falls
                      into a flood zone as identified by a HUD identified flood
                      map;



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               (iv)   an attorney's opinion of title and abstract of title or an
                      ALTA mortgage title insurance policy or such other policy
                      in form acceptable to FNMA or FHLMC, issued by and
                      constituting the valid and binding obligation of a title
                      insurer generally acceptable to prudent mortgage lenders
                      that regularly originate or purchase mortgage loans
                      comparable to the Purchased Mortgage Loans for sale to
                      prudent investors in the secondary market that invest in
                      mortgage loans such as the Purchased Loans and qualified
                      to do business in the jurisdiction where the related
                      property is located, insuring the Seller, its successors
                      and assigns, as to the first priority lien of the related
                      Mortgage in the case of a Mortgage Loan secured by a first
                      priority lien and the second priority lien of the Mortgage
                      Loan in the case of a Purchased Loan secured by a second
                      lien on the related property, in the original principal
                      amount of the Purchased Loan; PROVIDED that the Seller
                      shall be the sole named insured of any such mortgage title
                      insurance policy, the assignment to the Buyer or the
                      Custodian as assignee of the Buyer of the Seller's
                      interest in such mortgage title insurance policy shall not
                      require the consent of or notification to the insurer or
                      the same has been obtained, and such mortgage title
                      insurance policy shall be in full force and effect and
                      will be in full force and effect and inure to the benefit
                      of the Buyer upon the consummation of the transactions
                      contemplated by this Agreement; and, PROVIDED FURTHER,
                      that no claims shall have been made under such mortgage
                      title insurance policy and no prior holder of the related
                      Mortgage Loan, including the Seller, shall have done, by
                      act or omission, anything that would impair the coverage
                      of such mortgage title insurance policy;

               (v)    a property and casualty insurance policy on the property
                      subject to the Mortgage Loan covering fire, hazard and
                      extended coverage, and if applicable, flood and earthquake
                      insurance, all in amounts not less than the principal
                      amount of the promissory note relating to the Mortgage
                      Loan (or the maximum amount issuable for flood insurance)
                      which insurance has been endorsed to provide for payment
                      thereof to the Seller, as mortgagee, together with written
                      notice to the mortgagor of the fact, if true, that
                      mortgagor's property lies within a flood zone;

               (vi)   original or copy of executed application by the obligor on
                      such Mortgage Loan for such Mortgage Loan;

               (vii)  original or copy of credit bureau report on the obligor on
                      such Mortgage Loan;

               (viii) original HUD-1 settlement statement on such Mortgage Loan;

               (ix)   original complete appraisal obtained with respect to the
                      applicable property obtained in connection with the
                      Mortgage Loan;

               (x)    original or certified copy of mortgagee's title insurance
                      policy insuring the lien of the Mortgage Loan against the
                      applicable property; and

               (xi)   such other documents as may be required by the Seller's
                      Underwriting Standards, subject to reasonable variances
                      from the Underwriting Standards permitted by the Seller.

        (e)    "Agreement" shall mean this Master Repurchase Agreement, together
               with all exhibits, schedules or amendments hereto and all
               Confirmations hereunder.

        (f)    "Aggregate Commitment" shall have the meaning assigned to such
               term in Paragraph 6.

        (g)    "Bankruptcy Code" shall mean Title 11 of the United States Code,
               as amended.

        (h)    "Business Day" shall mean any day except Saturday, Sunday and any
               day which is a legal holiday or a day on which banking
               institutions are authorized or required by law to close in
               Charlotte, North Carolina.

        (i)    "Buyer" shall mean First Alliance Mortgage Co., a California
               corporation, with its principal place of business in Irvine,
               California.

        (j)    "Collateral" shall have the meaning assigned to such term in
               Paragraph 1.

        (k)    "Confirmation" shall mean a confirmation for a Transaction as
               required by Paragraph 4(a) hereof, substantially in the form of
               Exhibit A hereto.

        (l)    "Current Margin" shall mean, with respect to any date, the
               difference between (i) the aggregate Market Value of all
               Purchased Loans held by the Buyer on such date and (ii) the
               aggregate Purchase Price paid by the Buyer for all Purchased
               Loans held by the Buyer on such date.

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        (m)    "Custodian" shall mean The Bank of New York, a New York bank.

        (n)    "Default Rate" shall mean, for any day, the Pricing Rate for such
               day plus 2.50%.

        (o)    "Eligible Mortgage Loan" shall mean a Mortgage Loan (i) with
               respect to which each of the representations and warranties set
               out in Exhibit B hereto is accurate and complete as of the date
               of the related Confirmation (and the Seller by including any such
               Mortgage Loan in any Transaction shall be deemed to so represent
               and warrant to the Buyer at and as of the date of such
               Transaction) and (ii) that has been outstanding no more than 182
               days since its date of origination.

        (p)    "ERISA" shall mean the Employee Retirement Income Security Act of
               1974.

        (q)    "FDIA" shall mean the Federal Deposit Insurance Act, as amended.

        (r)    "FDICIA" shall mean the Federal Deposit Insurance Corporation
               Improvement Act of 1991.

        (s)    "Guarantor" shall mean any shareholder of Nationscapital Mortgage
               Company.

        (t)    "Guaranty" shall mean the guaranty agreement, dated as of October
               31, 1997, executed by the Guarantor in favor of the Buyer.

        (u)    "Income" shall mean, with respect to any Mortgage Loan at any
               time, any principal thereof and all interest, dividends or other
               distributions thereon.

        (v)    "Indemnified Parties" shall have the meaning assigned to such
               term in Paragraph 15.

        (w)    "Margin" shall mean, with respect to any Mortgage Loan or pool of
               Mortgage Loans, the difference between the Market Value of such
               loan or loans and the Purchase Price for such loan or loans.

        (x)    "Margin Call" shall have the meaning assigned to such term in
               Paragraph 5(b).

        (y)    "Margin Deficit" shall have the meaning assigned to such term in
               Paragraph 5(b).

        (z)    "Market Value" shall mean, with respect to each Purchased Loan,
               the market value of such Purchased Loan as determined by the
               Buyer in its sole discretion.

        (aa)   "Mortgage Loan" shall mean a residential real estate secured
               loan, including, without limitation: (i) a promissory note, any
               reformation thereof and related deed of trust (or mortgage) and
               security agreement; (ii) all guaranties and insurance policies,
               including, without limitation, all mortgage (if applicable) and
               title insurance policies and all fire and extended coverage
               insurance policies and rights of the Seller to return premiums or
               payments with respect thereto; and (iii) all right, title and
               interest of the Seller in the property covered by such deed of
               trust (or mortgage).

        (bb)   "Original Margin" shall mean, with respect to any date, the
               difference between (i) the aggregate Market Value of all
               Purchased Loans held by the Buyer on such date, determined as of
               the most recent Purchase Date, and (ii) the Purchase Price paid
               by the Buyer for all such Purchased Loans on such Purchase Date.

        (cc)   "Person" shall mean a corporation, an association, a partnership,
               an organization, a business, a trust, an individual, a government
               or political subdivision thereof, any governmental agency or any
               other entity.

        (dd)   "Plan Party" shall have the meaning assigned to such term in
               Paragraph 29(a).

        (ee)   "Price Differential" shall mean, with respect to any Transaction
               as of any date, the difference between the Purchase Price paid by
               the Buyer and the Repurchase Price to be paid by the Seller. The
               Pricing Differential will equal the aggregate amount obtained by
               daily application of the Pricing Rate for such Transaction to the
               Purchase Price for such Transaction on a 360-day-per-year basis
               for the actual number of days during the period commencing on
               (and including) the Purchase Date for such Transaction and ending
               on (but excluding) the Repurchase Date.

        (ff)   "Pricing Rate" shall mean the per annum rate for determination of
               the Price Differential, which rate shall be 10 percent.

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        (gg)   "Purchase Date" shall mean the date on which Purchased Loans are
               to be transferred by the Seller to the Buyer.

        (hh)   "Purchased Loans" shall mean the Mortgage Loans transferred by
               the Seller to the Buyer in a Transaction hereunder. The term
               "Purchased Loans" with respect to any Transaction at any time
               also shall include Additional Collateral delivered pursuant to
               Paragraph 5(b) hereof.

        (ii)   "Purchase Price" shall mean the price at which Purchased Loans
               are transferred by the Seller to the Buyer.

        (jj)   "Replacement Mortgage Loans" shall have the meaning assigned to
               such term in Paragraph 13(c).

        (kk)   "Repurchase Date" shall mean the date on which the Seller is
               required to repurchase the Purchased Loans from the Buyer, which
               shall be (i) the 10th day of the calendar month in which the
               Purchase Date occurs or, if such Purchase Date falls after the
               10th day of such month, the 10th day of the following calendar
               month (or, in each case, if such day is not a Business Day, the
               next Business Day), or (ii) such earlier date as may be
               determined by application of the provisions of Paragraph 13
               hereof.

        (ll)   "Repurchase Price" shall mean the price at which Purchased Loans
               are to be transferred from the Buyer to the Seller upon
               termination of a Transaction, which will be determined in each
               case as the sum of the Purchase Price and the Price Differential
               as of the date of such determination.

        (mm)   "Repurchase Term" shall mean, with respect to any Transaction,
               the period beginning on the Purchase Date and continuing through
               the Repurchase Date.

        (nn)   "Required Documents" shall mean the following documents with
               respect to any Mortgage Loan:

               (i)    the original executed and fully completed promissory note
                      relating to the Mortgage Loan (properly endorsed to the
                      Seller if purchased by the Seller from another
                      originator), which promissory note shall be duly endorsed
                      in blank without recourse by an authorized officer of the
                      Seller;

               (ii)   the original executed and fully completed mortgage or deed
                      of trust relating to the Mortgage Loan in proper form for
                      recordation in the appropriate jurisdiction and duly
                      recorded in the appropriate jurisdiction; PROVIDED,
                      HOWEVER, that a certified copy of the executed mortgage or
                      deed of trust relating to the Mortgage Loan may be
                      delivered to the Buyer in lieu of the original recorded
                      deed of trust or mortgage until such time as the original
                      recorded mortgage or deed of trust is received from the
                      recording jurisdiction and submitted to the Buyer; and

               (iii)  an original executed, fully completed and recordable but
                      unrecorded assignment of the mortgage or deed of trust
                      relating to the Mortgage Loan in proper form for
                      recordation in the appropriate jurisdiction (unless the
                      Buyer determines that under applicable state law the
                      assignment should be recorded in order to adequately
                      protect its interest, in which case the assignment shall
                      be recorded by the Seller and a certified true copy
                      thereof shall be provided to the Buyer), together with the
                      original or a duly certified copy of the fully completed
                      and proper assignment or assignments of the mortgage or
                      deed of trust from the original holder through any
                      subsequent transferees to the Seller in proper form for
                      recordation in the appropriate jurisdiction, duly recorded
                      if local requirements in the jurisdiction in which the
                      property is located required the recordation of such
                      assignment or assignments.

        (oo)   "SEC" shall mean the Securities and Exchange Commission.

        (pp)   "Servicer" shall mean Nationscapital Mortgage Company.

        (qq)   "SIPA" shall mean the Securities Investor Protection Act of 1970.

        (rr)   "Transaction" shall mean each transaction between the Seller and
               the Buyer that is undertaken pursuant to a Confirmation.

        (ss)   "Underwriting Standards" shall mean the underwriting policies of
               the Seller set forth in Exhibit C hereto.

3.      INITIATION AND TERMINATION OF TRANSACTIONS

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        (a)    An agreement to enter into a Transaction may be made in writing
               at the initiation of either the Buyer or the Seller and shall be
               evidenced by a Confirmation delivered pursuant to Paragraph 4(a).
               On the Purchase Date for the Transaction, the Purchased Loans
               shall be transferred to the Buyer or its agent against the
               transfer of the Purchase Price to an account of the Seller.

        (b)    The Buyer's obligation to purchase any Mortgage Loan shall be
               subject to the following:

               (i)    The Buyer (or the Custodian if so directed by the Buyer)
                      shall have possession of the Required Documents for each
                      Mortgage Loan to be purchased; provided that such
                      possession may have been released to a prospective
                      purchaser of a Mortgage Loan (or a custodian acting on its
                      behalf) if the Buyer or the Custodian, as applicable, has
                      received a bailment letter for the related Required
                      Documents.

               (ii)   The Buyer's determination that the Mortgage Loans to be
                      purchased in the requested Transaction satisfy the
                      requirements of this Agreement.

               (iii)  The Seller's representations and warranties contained in
                      this Agreement and reaffirmed in the Confirmation shall be
                      true and correct.

               (iv)   The Purchase Price for such Transaction shall be at least
                      $250,000.

               (v)    The sum of the Purchase Price for such Transaction and the
                      aggregate Purchase Price paid for all Purchased Loans
                      owned by the Buyer immediately prior to the consummation
                      of the Transaction shall not exceed the Aggregate
                      Commitment.

               (vi)   No Event of Default shall have occurred under this
                      Agreement.

               (vii)  The Guaranty shall be in full force and effect.

        (c)    On the Repurchase Date for each Transaction, termination of the
               Transaction will be effected by transfer to the Seller or its
               agent of the Purchased Loans and any Income in respect thereof
               received by the Buyer (and not previously credited or transferred
               to, or applied to the obligations of the Seller hereunder)
               against the transfer of the Repurchase Price to an account of the
               Buyer.

4.      TRANSACTION CONFIRMATION

        (a)    Upon the parties' agreement to enter into a Transaction
               hereunder, the Buyer shall prepare and deliver to the Seller, at
               least one Business Day prior to the Purchase Date for the
               Transaction, a Confirmation for such Transaction.

        (b)    The Confirmation shall list the Purchased Loans and set forth (i)
               the Purchase Date, (ii) the Purchase Price, (iii) the anticipated
               Repurchase Date, (iv) the Pricing Rate or Repurchase Price
               applicable to the Transaction, and (v) any additional terms or
               conditions of the Transaction.

        (c)    The Confirmation, together with this Agreement, shall constitute
               conclusive evidence of the terms agreed between the Buyer and the
               Seller, and shall be binding upon the parties unless written
               notice of objection is given by the objecting party prior to the
               closing of the Transaction.

        (d)    In the event of any conflict between the terms of a Confirmation
               and this Agreement, the Confirmation shall prevail.

5.      MARGIN MAINTENANCE

        (a)    On Monday of each week during the Repurchase Term (or more often,
               if the Buyer in its sole discretion so decides), the Buyer will
               determine (i) the aggregate Market Value of all Purchased Loans
               and other Collateral held by the Buyer and (ii) the Current
               Margin for such date.

        (b)    If on any date during the term of this Agreement the Current
               Margin for such date is less than the Original Margin for such
               date (such shortfall, a "Margin Deficit"), the Buyer may by
               notice to the Seller (such notice, a "Margin Call") require that
               the Seller, at the Buyer's option, transfer to the Buyer cash or
               additional Mortgage Loans reasonably acceptable to the Buyer
               (collectively, "Additional Collateral"), so that the Current
               Margin for such date will then equal or exceed the Original
               Margin for such date; PROVIDED, HOWEVER, that the Buyer may not
               make a Margin Call unless the Margin Deficit exceeds $100,000.

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        (c)    If any notice is given under subparagraph (b) of this Paragraph 5
               on any Business Day, then the Seller shall transfer cash or
               Mortgage Loans as provided in such subparagraph no later than the
               close of business on the second Business Day following the date
               on which such notice is given. Any cash transferred to the Buyer
               pursuant to this subparagraph (c) shall be held by the Buyer for
               so long as any Transaction remains in effect and shall be applied
               against the Repurchase Price for any terminated Transaction on
               the applicable Repurchase Date.

6.      AGGREGATE COMMITMENT AND TERM

        (a)    The aggregate Purchase Price for all Purchased Loans owned by the
               Buyer on any date shall at no time exceed $5,000,000 (the
               "Aggregate Commitment").

        (b)    This Agreement shall continue in effect for a period of 364 days
               from the date of its execution by both parties.

7.      PAYMENTS ON MORTGAGE LOANS; SERVICING

The Seller shall act as servicer for all Mortgage Loans, will service all
Mortgage Loans in accordance with industry standards for loans held by third
parties and shall not sell or transfer its rights to service such loans without
the Buyer's consent. All funds received by the Seller, in its capacity as
servicer with respect to Mortgage Loans that are Purchased Loans, shall be held
by the Seller in trust for the Buyer until such Mortgage Loans have been
repurchased by the Seller; provided that all such funds may be held by the
Seller in the Seller's general servicing account.

8.      REPURCHASE PRIOR TO REPURCHASE DATE

Notwithstanding any provision hereof to the contrary, (i) the Buyer may require
the Seller to repurchase any of the Purchased Loans subject to a Transaction
upon five Business Days' prior notice and (ii) the Seller shall promptly
repurchase any Purchased Loan that ceases to be an Eligible Mortgage Loan.

9.      DELIVERY OF MORTGAGE LOANS

All of the Required Documents for Mortgage Loans that are to be Purchased Loans
for a Transaction shall be delivered to the Buyer (or the Custodian, if so
directed by the Buyer) at least one Business Day prior to the Purchase Date for
such Transaction.

10.     REPRESENTATIONS AND WARRANTIES

        (a)    Each of the Buyer and the Seller represents and warrants to the
               other that (i) it is duly authorized to execute and deliver this
               Agreement, to enter into Transactions contemplated hereunder and
               to perform its obligations hereunder and has taken all necessary
               action to authorize such execution, delivery and performance,
               (ii) it will engage in such Transactions as principal, (iii) the
               individual signing this Agreement on its behalf is duly
               authorized to do so on its behalf, (iv) it has obtained all
               authorizations of any governmental body required in connection
               with this Agreement and the Transactions hereunder and such
               authorizations are in full force and effect and (v) the
               execution, delivery and performance of this Agreement and the
               Transactions hereunder will not violate any law, ordinance,
               charter, bylaw or rule applicable to it or any material agreement
               by which it is bound or by which any of its assets are affected.
               On the Purchase Date for any Transaction the Buyer and the Seller
               shall each be deemed to repeat all the foregoing representations
               made by it.

        (b)    In addition to the foregoing, the Seller hereby represents and
               warrants that, as of the date of this Agreement and as of the
               Purchase Date for each Transaction:

               (i)    The Seller is servicing all Mortgage Loans in accordance
                      with industry standards for loans held by third parties.

               (ii)   No Event of Default has occurred or is continuing under
                      this Agreement.

               (iii)  Since the date of the most recent balance sheet or
                      financial statement delivered by the Seller to the Buyer
                      pursuant to the Agreement, there has been no material
                      adverse change in its financial condition or results of
                      operations.

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        (c)    The Seller hereby represents and warrants to the Buyer that, as
               to each Mortgage Loan, as of the applicable Purchase Date or such
               other date specified herein:

               (i)    The information set forth in the schedule of Mortgage
                      Loans attached to each Confirmation is true and correct in
                      all material respects.

               (ii)   Such Mortgage Loan is an Eligible Mortgage Loan.

11.     COVENANTS

The Seller hereby covenants and agrees with the Buyer that, as long as the Buyer
has any obligation to enter into Transactions under the Agreement:

        (a)    The Seller shall notify the Buyer of any material default or
               event of default that has occurred under any other credit
               agreement for which the Seller is the primary obligor.

        (b)    The Seller shall hold (or deliver to the Custodian) all
               Additional Required Documents for the Mortgage Loans that are
               Purchased Loans in trust for the benefit of the Buyer.

        (c) The Seller shall furnish or cause to be furnished to the Buyer:

               (i)    Within 90 days after the last day of each fiscal year of
                      the Seller, consolidated and consolidating statements of
                      income (and, in the case of the consolidated statement,
                      cash flows) for the Seller for such year and consolidated
                      and consolidating balance sheets for the Seller as of the
                      end of such year (with the foregoing consolidating
                      statements to separately display the income statement and
                      balance sheet of each of the Seller and its consolidated
                      Subsidiaries in a format reasonably acceptable to the
                      Buyer), presented fairly in all material respects in
                      accordance with GAAP and accompanied by an unqualified
                      report of a firm of independent certified public
                      accountants of nationally recognized standing; and

               (ii)   Within 45 days after the last day of each fiscal quarter,
                      (A) unaudited consolidated and consolidating statements of
                      income for the Seller for such quarter, and unaudited
                      consolidated and consolidating balance sheets for the
                      Seller as of the end of such quarter (with the foregoing
                      consolidating statements to separately display the income
                      and balance sheet of each of the Seller and its
                      consolidated subsidiaries in a format reasonably
                      acceptable to the Buyer), and (B) a certificate of an
                      officer of the Seller, whose position is vice president or
                      higher, stating that such financial statements are
                      presented fairly in all material respects and in
                      accordance with GAAP, subject to year-end audit
                      adjustments, and further certifying that neither the
                      Seller nor any affiliate thereof is in default under the
                      terms and conditions of any agreement evidencing or
                      securing any indebtedness of such entity.

        (d)    The Seller shall promptly furnish such additional financial and
               other information, including, without limitation, financial
               statements of the Seller, and information regarding the Purchased
               Loans, as the Buyer may from time to time reasonably request.

        (e)    The Seller shall pay or otherwise satisfy at or before maturity
               or before it becomes delinquent or accelerated, as the case may
               be, all its indebtedness (including taxes), except indebtedness
               being contested in good faith by appropriate proceedings and for
               which provision is made to the satisfaction of the Buyer for the
               payment thereof in the event the Seller is found to be obligated
               to pay such indebtedness and which indebtedness is thereupon
               promptly paid by the Seller.

        (f)    The Seller shall maintain its corporate existence and obtain and
               maintain all rights, privileges, licenses, approvals, franchises,
               properties and assets necessary or desirable in the normal
               conduct of its business, including but not limited to all
               approvals with respect to the SEC, and comply with all
               contractual obligations and requirements of law (including,
               without limitation, any requirements of law under or in
               connection with ERISA, the federal Consumer Credit Protection
               Act, the federal Real Estate Settlement Procedures Act, the
               federal Equal Credit Opportunity Act, the federal
               Truth-in-Lending Act, and any regulations promulgated
               thereunder), except where the failure to so comply is not likely
               to have a material adverse effect on the ability of the Seller to
               perform under this Agreement.

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        (g)    The Seller shall keep proper books of record and account in which
               full, true and correct entries in conformity with GAAP and all
               requirements of law shall be made of all dealings and
               transactions in relation to its business and activities.

        (h)    The Seller shall permit representatives of the Buyer to (A) visit
               and inspect any of its properties and examine and make abstracts
               from any of its books and records (including without limitation
               books and records relating to the Purchased Loans) at any
               reasonable time and as often as may reasonably be desired by the
               Buyer (but, prior to the occurrence of an Event of Default, only
               upon not less than two Business Days' prior notice), and (B)
               discuss the business, operations, properties and financial and
               other condition of the Seller with officers and employees of the
               Seller, and with its independent certified public accountants;
               PROVIDED, HOWEVER, that the results of any such visit,
               inspection, examination, discussion or audit, to the extent such
               results are proprietary and non-public, shall be maintained by
               the Buyer in confidentiality except as required by law or
               regulation or by any governmental agency or regulatory body
               having authority over the Buyer, or to the extent such
               information may be communicated to the legal counsel or auditors
               of the Buyer.

        (i)    The Seller shall promptly give written notice to the Buyer of:

               (i)    the occurrence of any Event of Default;

               (ii)   any litigation or proceeding to which the Seller is a
                      party and which affects the Purchased Loans, the outcome
                      of which is reasonably likely to be determined adversely
                      to the Seller and which, if so determined, would have a
                      material adverse effect on the Purchased Loans, or the
                      consolidated business, operations, property, or financial
                      or other condition of the Seller taken as a whole;

               (iii)  a material adverse change known to responsible management
                      personnel of the Seller in the business, operations,
                      property or financial or other condition of the Seller;
                      and

               (iv)   any default by the Seller or any of the Seller's
                      affiliates under the terms and conditions of any agreement
                      evidencing or securing any indebtedness of such entity.

        (j)    The Seller shall pay all reasonable out-of-pocket costs and
               expenses (including fees and disbursements of legal counsel)
               incident to the enforcement of the Seller's obligations hereunder
               or under any Confirmation, whether by judicial proceedings or
               otherwise, including, without limitation, in connection with
               bankruptcy, insolvency, liquidations, reorganization, moratorium
               or other similar proceedings involving the Seller. The
               obligations of the Seller under this Paragraph 11(j) shall be
               effective and enforceable whether or not any Transaction is
               outstanding hereunder and shall survive the termination of this
               Agreement.

        (k)    The Seller shall originate or acquire Mortgage Loans only in
               accordance with the Seller's Underwriting Standards in effect on
               the date of origination or acquisition.

        (l)    The Seller shall not, directly or indirectly, create, incur,
               assume or suffer to exist, any lien or other encumbrance upon the
               Collateral.

        (m)    The Seller shall not, without providing written notice to the
               Buyer, alter its current Underwriting Standards in any material
               manner from those disclosed to the Buyer and attached to the
               Agreement as Exhibit C.

12.     EVENTS OF DEFAULT

The following shall constitute Events of Default hereunder (each, an "Event of
Default"):

        (a)    the Seller's failure to transfer or the Buyer's failure to
               purchase Purchased Loans upon the applicable Purchase Date;

        (b)    the Seller's failure to repurchase or the Buyer's failure to
               transfer Purchased Loans upon the applicable Repurchase Date;

        (c)    the Seller's or the Buyer's failure to comply with Paragraph 5
               hereof;

        (d)    an Act of Insolvency occurs with respect to the Seller or the
               Buyer;

        (e)    any representation or warranty made by the Seller or the Buyer in
               this Agreement shall have been incorrect or untrue in any
               material respect when made or repeated or deemed to have been
               made or repeated;

                                       8

<PAGE>

        (f)    the Seller or the Buyer shall admit in writing to the other its
               inability to, or its intention not to, perform any of its
               obligations hereunder;

        (g)    if, for any reason, any Transaction is not deemed to be a
               purchase and sale, and the Agreement shall for any reason cease
               to create a valid, first priority security interest in any of the
               Purchased Loans purported to be covered thereby;

        (h)    the Seller shall breach any covenant, requirement or obligation
               contained in this Agreement;

        (i)    the Seller's obligations under any credit agreement or other
               material agreement for which the Seller is the primary obligor
               shall be accelerated; PROVIDED, HOWEVER, that if an Event of
               Default shall occur as a result of a default under any credit
               agreement or other material agreement described in this Section
               12(i), and such default under such credit agreement or other
               material agreement is remedied or cured by the Seller so that the
               Buyer is not harmed in any material way, then such Event of
               Default shall be deemed to have been remedied or cured without
               further action upon the part of the Seller or the Buyer;

        (j)    the Seller shall fail to repurchase any Purchased Loans at the
               Repurchase Price when required by Paragraph 8 of this Agreement;

        (k)    the Buyer or the Seller shall have reasonably determined that the
               other party is or will be unable to meet its commitments under
               this Agreement, shall have notified such other party of such
               determination and such other party shall not have responded with
               appropriate information to the contrary to the satisfaction of
               the notifying party within one Business Day;

        (l)    in the reasonable judgment of the Buyer a material adverse change
               shall have occurred in the business, operations, properties,
               prospects or financial condition of the Seller; or

        (m)    the Seller shall merge or consolidate into any entity, unless the
               surviving or resulting entity shall be acceptable to the Buyer,
               in its sole discretion, and such entity expressly assumes by
               written agreement, executed and delivered to the Buyer in form
               and substance satisfactory to the Buyer, the performance of all
               the Seller's duties and obligations hereunder; provided that a
               reorganization involving only the Seller and its affiliates shall
               not constitute an Event of Default.

13.     REMEDIES UPON EVENT OF DEFAULT

Upon the occurrence of any Event of Default:

        (a)    The nondefaulting party may, at its option (which option shall be
               deemed to have been exercised immediately upon the occurrence of
               an Act of Insolvency), declare an Event of Default to have
               occurred hereunder and, upon the exercise or deemed exercise of
               such option, the Repurchase Date for each Transaction hereunder,
               shall, if it has not already occurred, be deemed immediately to
               occur (except that, in the event that the Purchase Date for any
               Transaction has not yet occurred as of the date of such exercise
               or deemed exercise, such Transaction shall be deemed immediately
               canceled). The nondefaulting party shall (except upon the
               occurrence of an Act of Insolvency) give notice to the defaulting
               party of the exercise of such option as promptly as practicable.

        (b)    Upon the occurrence of an Event of Default by the Seller, if the
               Buyer exercises or is deemed to have exercised the option
               referred to in subparagraph (a) of this Paragraph, (i) the
               Seller's obligation to repurchase all Purchased Loans, at the
               Repurchase Price therefor on the Repurchase Date determined in
               accordance with subparagraph (a) of this Paragraph, shall
               thereupon become immediately due and payable; (ii) all Income
               paid after such exercise or deemed exercise shall be retained by
               the Buyer and applied to the aggregate unpaid Repurchase Price
               and any other amounts owing by the Seller hereunder; (iii) the
               Seller shall immediately deliver to the Buyer any Purchased Loans
               that are subject to a Transaction which are then in the Seller's
               possession or control; (iv) the Buyer may, without notice to the
               Seller, (A) immediately sell, in a recognized market (or
               otherwise in a commercially reasonable manner) at such price or
               prices as the Buyer may reasonably deem satisfactory, any or all
               Purchased Loans subject to such Transactions and shall apply the
               proceeds thereof to the aggregate unpaid Repurchase Prices and
               any other amounts owing by the Seller hereunder or (B) in its
               sole discretion elect, in lieu of selling all or a portion of
               such Purchased Loans, to give the Seller credit for such
               Purchased Loans in an amount equal to the price therefor on such
               date, obtained from a generally recognized source, against the
               aggregate unpaid Repurchase Prices and any other amounts owing by
               the Seller hereunder; and (v) the Buyer may refuse to enter into
               any further Transactions with the Seller under this Agreement and
               may determine that the Agreement is terminated.

                                       9

<PAGE>

        (c)    Upon the occurrence of an Event of Default by the Buyer and
               tender by the Seller of payment of the aggregate Repurchase Price
               for any Transaction, (i) all right, title and interest in and
               entitlement to all Purchased Loans subject to such Transaction
               shall be deemed transferred to the Seller; (ii) the Buyer shall
               deliver all such Purchased Loans to the Seller; (iii) the Seller
               may, without notice to the Buyer, (A) immediately purchase, in a
               commercially reasonable manner, at such price or prices as the
               Seller may reasonably deem satisfactory, Mortgage Loans
               ("Replacement Mortgage Loans") of the same class and amount as
               any Purchased Loans that are not delivered by the Buyer to the
               Seller as required hereunder or (B) in its sole discretion elect,
               in lieu of purchasing Replacement Mortgage Loans, to be deemed to
               have purchased Replacement Mortgage Loans at the price therefor
               on such date, obtained from a generally recognized source; and
               (iv) the Buyer shall be liable to the Seller for any excess of
               the price paid (or deemed paid) by the Seller for Replacement
               Mortgage Loans over the Repurchase Price for the Purchased Loans
               replaced thereby.

        (d)    The parties acknowledge and agree that (i) in the absence of a
               generally recognized source for prices or bid or offer quotations
               for any Mortgage Loan, the nondefaulting party may establish the
               source therefor in its sole discretion; and (ii) all prices, bids
               and offers shall be determined together with accrued Income
               (except to the extent contrary to market practice with respect to
               the relevant Mortgage Loans).

        (e)    For purposes of this Paragraph 13, the Repurchase Price for each
               Transaction hereunder with respect to which the Buyer is in
               default shall not increase above the amount of such Repurchase
               Price for such Transaction determined as of the date of the
               exercise or deemed exercise by the nondefaulting party of the
               option referred to in subparagraph (a) of this Paragraph.

        (f)    The defaulting party shall be liable to the nondefaulting party
               for (i) the amount of all reasonable legal or other expenses
               incurred by the nondefaulting party in connection with or as a
               result of an Event of Default, (ii) damages in an amount equal to
               the cost (including all fees, expenses and commissions) of
               entering into replacement transactions and entering into or
               terminating hedge transactions in connection with or as a result
               of an Event of Default, and (iii) any other loss, damage, cost or
               expense directly arising or resulting from the occurrence of an
               Event of Default in respect of a Transaction.

        (g)    To the extent permitted by applicable law, the defaulting party
               shall be liable to the nondefaulting party for interest at the
               Default Rate on any amounts owing by the defaulting party
               hereunder from the date the defaulting party becomes liable for
               such amounts hereunder until such amounts are (i) paid in full by
               the defaulting party or (ii) satisfied in full by the exercise of
               the nondefaulting party's rights hereunder.

        (h)    The nondefaulting party shall have, in addition to its rights
               hereunder, any rights otherwise available to it under any other
               agreement or applicable law.

        (i)    Upon default by the Seller, and for the period during which such
               default is continuing, all rights of the Seller to receive
               payments on the Mortgage Loans which it would otherwise be
               authorized to receive hereunder shall cease, and all rights to
               such payments shall become vested in the Buyer, which shall have
               the sole right to receive such payments and apply them to the
               amounts owed by the Seller pursuant to the Agreement. All
               payments that are received by the Seller contrary to the
               provisions of this clause (i) shall be received in trust for the
               benefit of the Buyer, shall be segregated from other funds of the
               Seller and shall be promptly paid to the Buyer.

        (j)    In addition to the other remedies available to the Buyer upon the
               occurrence and during the continuance of an Event of Default by
               the Seller, the Buyer shall be entitled to the right of set-off
               with respect to any amounts owed by the Seller to the Buyer under
               any contract, margin account or other arrangement. The Seller
               hereby waives any right it may have to require that any deposits
               held by the Buyer for the Seller be set off by the Buyer against
               the Seller's obligations under the Agreement.

14.     APPLICATION OF PROCEEDS

The proceeds of any sale of or other realization on any or all of the Collateral
at the time held by the Buyer under the Agreement, shall be applied by the Buyer
in the following order of priority:

                                       10

<PAGE>

        (a)    First, to the payment of all reasonable costs and expenses of
               such sale incurred by the Buyer and its affiliates and all
               reasonable expenses (including the reasonable fees and expenses
               of counsel), liabilities and advances reasonably made or incurred
               by the Buyer and its affiliates in connection therewith.

        (b)    Second, to the payment of the outstanding Repurchase Price owed
               by the Seller under the Agreement.

        (c)    Third, to the payment of all other amounts owed by the Seller
               under the Agreement.

        (d)    Fourth, to the payment of any other amounts owed by the Seller to
               the Buyer or any affiliate thereof under any other instrument or
               agreement.

        (e)    Fifth, to the payment to the Seller, or to such other Person as
               court of competent jurisdiction may direct, of any surplus then
               remaining from such proceeds and other cash.

As used in the Agreement, "proceeds" of the Collateral shall mean cash and other
property received or otherwise realized in respect of the Purchased Loans.

15.     INDEMNIFICATION

If the Buyer becomes involved in any capacity in any action, proceeding or
investigation in connection with any matter contemplated by this Agreement, the
Seller will reimburse the Buyer for its legal and other expenses (including the
cost of any investigation and preparation) as they are incurred by the Buyer.
The Seller also agrees to indemnify and hold harmless the Buyer and its
affiliates and their respective directors, officers, employees and agents
(collectively, the "Indemnified Parties"), from and against any and all losses,
claims, damages and liabilities, joint or several, related to or arising out of
any matters contemplated by this Agreement, unless (and this clause shall apply
only to the extent that it shall be finally judicially determined that) such
losses, claims, damages or liabilities resulted primarily from the gross
negligence or willful misconduct of the Buyer.

If the foregoing indemnification is for any reason unavailable to any of the
Indemnified Parties, then the Seller shall contribute to the amount paid or
payable by the Indemnified Parties as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative benefits
received by the Seller, on the one hand, and such Indemnified Parties, on the
other, arising out of the matters contemplated by this Agreement.

The reimbursement, indemnity and contribution provided for herein shall be in
addition to any other liability that the Seller may otherwise have under this
Agreement, at law or in equity, and shall survive the termination or expiration
of this Agreement.

16.     PAYMENT AND TRANSFER

Unless otherwise mutually agreed, all transfers of funds hereunder shall be in
immediately available funds. All Mortgage Loans transferred by one party hereto
to the other party (a) shall be in suitable form for transfer or shall be
accompanied by duly executed instruments of transfer or assignment in blank and
such other documentation as the party receiving possession may reasonably
request, (b) shall be transferred on the book-entry system of a Federal Reserve
Bank, or (c) shall be transferred by any other method mutually acceptable to the
Seller and the Buyer.

17.     LIMITED POWER OF ATTORNEY

The Seller hereby appoints the Buyer to act (after the occurrence and during the
continuation of an Event of Default) as the attorney-in-fact of the Seller for
the purpose of carrying out the provisions of this Agreement and taking any
action and executing any instruments that the Buyer shall deem necessary or
advisable to accomplish the purposes hereof. This appointment as
attorney-in-fact is irrevocable and is coupled with an interest. Without
limiting the generality of the foregoing, the Buyer and its assigns shall have
the right and power to sell Purchased Loans and to receive, endorse and collect
all checks made payable to the order of the Seller on account of the principal
or interest on any of the Purchased Loans and to give full discharge of the
same.

18.     RIGHT OF FIRST REFUSAL

The Seller hereby grants to the Buyer a right of first refusal with respect to
all Mortgage Loans originated or acquired by the Seller or any other entity
owned or controlled by the Shareholders of Nationscapital Mortgage Company which
are transferred from the Buyer to the Seller upon termination of a Transaction,
pursuant to which no such Mortgage Loan shall be sold by the Seller to any third
party (except a third party from whom an unconditional commitment letter has
been obtained) without the Buyer's consent, which shall not be unreasonably
withheld. Such purchases shall be made pursuant to and in accordance with that
certain Mortgage Loan Purchase and Sale Agreement dated as of [July 1, 1996]
between the Seller and the Buyer, as the same may be amended from time to time.

                                       11

<PAGE>

19.     EFFECT OF TERMINATION

The termination of this Agreement by either party shall not eliminate any
liability for losses incurred by either party during the duration of this
Agreement. To the extent that this Agreement is terminated, the terms of this
Agreement shall continue to apply to any Transactions outstanding after the
termination of this Agreement. The provisions of Paragraph 15 relating to
Indemnification shall survive the termination of this Agreement.

20.     TIME

All references to time contained in the Agreement shall be deemed to be local
time in [Irvine, California] on the applicable day.

21.     FEES AND EXPENSES

Nothing in this Agreement shall act as a bar to the collection of any fees or
expenses of the Buyer that the Seller may agree to pay in any separate agreement
relating to any or all of the Transactions.

22.     PAYMENT OF SECURED CREDITORS

The Seller may direct the Buyer to pay all or any portion of the Purchase Price
for a Transaction to one or more creditors of the Seller, or any of its
affiliates, if such payment is necessary to release a lien on the Mortgage Loans
that are to be purchased in such Transaction. Such payment and release of an
existing lien may occur simultaneously with the purchase of Mortgage Loans under
this Agreement.

23.     SINGLE AGREEMENT

The Buyer and the Seller acknowledge that, and have entered into this Master
Repurchase Agreement and will enter into each Transaction hereunder in
consideration of and in reliance upon the fact that, all Transactions hereunder
constitute a single business and contractual relationship and have been made in
consideration of each other. Accordingly, each of the Buyer and the Seller
agrees (a) to perform all of its obligations in respect of each Transaction
hereunder, and that a default in the performance of any such obligations shall
constitute a default by it in respect of all Transactions hereunder, (b) that
each of them shall be entitled to set off claims and apply property held by them
in respect of any Transaction against obligations owing to them in respect of
any other Transactions hereunder and (c) that payments, deliveries and other
transfers made by either of them in respect of any Transaction shall be deemed
to have been made in consideration of payments, deliveries and other transfers
in respect of any other Transactions hereunder, and the obligations to make any
such payments, deliveries and other transfers may be applied against each other
and netted.

24.     NOTICES AND OTHER COMMUNICATIONS

Any and all notices, statements, demands or other communications hereunder may
be given by a party to the other by mail, facsimile, telegraph, messenger or
otherwise to the address listed below, or such other address as may be specified
in a notice of change of address hereafter received by the other:

SELLER:               Nationscapital Mortgage Company
                             500 N. State College Blvd.
                             Suite 800
                             Orange, California 92668
                             Attention:  Jamie Chisick
                             Telephone:     [____________________]
                             Telephone:     [____________________]


BUYER:                First Alliance Mortgage Co.
                             17305 Von Karman Avenue
                             Irvine, California  92614
                             Attention: Director, Secondary Marketing
                             Telephone: (714) 224-8357
                             Facsimile: (714) 224-8366

                                       12

<PAGE>

THIRD-PARTY
BENEFICIARY:                 First Union National Bank
                             301 South College Street, DC-06
                             Charlotte, North Carolina   28288
                             Attention:  Wallace M. Saunders
                             Telephone:  (704) 374-4868
                             Facsimile:  (704) 374-7102


All notices, demands and requests hereunder may be made orally, to be confirmed
promptly in writing, or by other communication as specified in the preceding
sentence.

25.     ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall supersede any existing agreements between the parties
containing general terms and conditions for repurchase transactions. Each
provision and agreement herein shall be treated as separate and independent from
any other provision or agreement herein and shall be enforceable notwithstanding
the unenforceability of any such other provision or agreement.



26.     ASSIGNMENT

        (a)    Except as provided in Paragraph 26(c), the rights and obligations
               of the parties under this Agreement and under any Transaction
               shall not be assigned by either party without the prior written
               consent of the other party, and any such assignment without the
               prior written consent of the other party shall be null and void.
               Subject to the foregoing, this Agreement and any Transactions
               shall be binding upon and shall inure to the benefit of the
               parties and their respective successors and assigns.

        (b)    Subparagraph (a) of this Paragraph 26 shall not preclude a party
               from assigning, charging or otherwise dealing with all or any
               part of its interest in any sum payable to it under Paragraph 13
               hereof.

        (c)    Notwithstanding the provisions of Subparagraph (a) of this
               Paragraph 26, the Buyer may (and the parties contemplate that the
               Buyer will) assign all of its rights hereunder to First Union
               National Bank without obtaining the written consent of the
               Seller. The parties acknowledge and agree that, to the extent the
               Buyer's rights are so assigned, First Union National Bank shall
               be entitled to the full benefits of this Agreement and may
               enforce all of the parties' obligations hereunder.


27.     GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

28.     NO WAIVERS, ETC.

No express or implied waiver of any Event of Default by either party shall
constitute a waiver of any other Event of Default and no exercise of any remedy
hereunder by any party shall constitute a waiver of its right to exercise any
other remedy hereunder. No modification or waiver of any provision of this
Agreement and no consent by any party to a departure herefrom shall be effective
unless in writing and duly executed by both of the parties hereto. Without
limitation on any of the foregoing, the failure to give a notice pursuant to
Paragraph 5(b) hereof will not constitute a waiver of any right to do so at a
later date.

29.     USE OF EMPLOYEE PLAN ASSETS

        (a)    If assets of an employee benefit plan subject to any provision of
               ERISA are intended to be used by either party hereto (the "Plan
               Party") in a Transaction, the Plan Party shall so notify the
               other party prior to the Transaction. The Plan Party shall
               represent in writing to the other party that the Transaction does
               not constitute a prohibited transaction under ERISA or is
               otherwise exempt therefrom, and the other party may proceed in
               reliance thereon but shall not be required so to proceed.

                                       13

<PAGE>

        (b)    Subject to the last sentence of subparagraph (a) of this
               Paragraph, any such Transaction shall proceed only if the Seller
               furnishes or has furnished to the Buyer its most recent available
               audited statement of its financial condition and its most recent
               subsequent unaudited statement of its financial condition.

        (c)    By entering into a Transaction pursuant to this Paragraph, the
               Seller shall be deemed to (i) represent to the Buyer that since
               the date of the Seller's latest such financial statements, there
               has been no material adverse change in the Seller's financial
               condition which the Seller has not disclosed to the Buyer, and
               (ii) agree to provide the Buyer with future audited and unaudited
               statements of its financial condition as they are issued, so long
               as it is a Seller in any outstanding Transaction involving a Plan
               Party.




30.     INTENT

        (a)    The parties recognize that each Transaction is a "repurchase
               agreement" as that term is defined in Section 101 of Title 11 of
               the Bankruptcy Code, and a "securities contract" as that term is
               defined in Section 741 of the Bankruptcy Code. The parties
               further intend and recognize that the Mortgage Loans constitute
               "securities" as such term is defined in Section 101(49) of the
               Bankruptcy Code.

        (b)    It is understood that either party's right to liquidate Mortgage
               Loans delivered to it in connection with Transactions hereunder
               or to exercise any other remedies pursuant to Paragraph 13 hereof
               is a contractual right to liquidate such Transaction as described
               in Sections 555 and 559 of the Bankruptcy Code.

        (c)    Although the parties intend that all Transactions hereunder be
               sales and purchases and not loans, in the event any such
               Transactions are deemed to be loans, the Seller shall be deemed
               to have pledged to the Buyer as security for the performance by
               the Seller of its obligations under each such Transaction, and
               shall be deemed to have granted to the Buyer a security interest
               in, all of the Purchased Loans with respect to all Transactions
               hereunder and all Income thereon and other proceeds thereof.

        (d)    The parties agree and acknowledge that if a party hereto is an
               "insured depository institution," as such term is defined in
               FDIA, then each Transaction hereunder is a "qualified financial
               contract," as that term is defined in FDIA and any rules, orders
               or policy statements thereunder (except insofar as the type of
               assets subject to such Transaction would render such definition
               inapplicable).

        (e)    It is understood that this Agreement constitutes a "netting
               contract" as defined in and subject to Title IV of FDICIA and
               each payment entitlement and payment obligation under any
               Transaction hereunder shall constitute a "covered contractual
               payment entitlement" or "covered contractual payment obligation",
               respectively, as defined in and subject to FDICIA (except insofar
               as one or both of the parties is not a "financial institution" as
               that term is defined in FDICIA).

31.     DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

The parties acknowledge that they have been advised that:

        (a)    in the case of Transactions in which one of the parties is a
               broker or dealer registered with the SEC under Section 15 of the
               1934 Act, the Securities Investor Protection Corporation has
               taken the position that the provisions of SIPA do not protect the
               other party with respect to any Transaction hereunder;

        (b)    in the case of Transactions in which one of the parties is a
               government securities broker or a government securities dealer
               registered with the SEC under Section 15C of the 1934 Act, SIPA
               will not provide protection to the other party with respect to
               any Transaction hereunder; and

        (c)    in the case of Transactions in which one of the parties is a
               financial institution, funds held by the financial institution
               pursuant to a Transaction hereunder are not on deposit and
               therefore are not insured by the Federal Deposit Insurance
               Corporation or the National Credit Union Share Insurance Fund, as
               applicable.

                                       14

<PAGE>



        IN WITNESS WHEREOF, the Seller and the Buyer have caused this Master
Repurchase Agreement to be executed by their authorized representatives as of
this 31st day of October, 1997.

                                            NATIONSCAPITAL MORTGAGE COMPANY,
                                              as Seller



                                            By:______________________________
                                            Name:____________________________
                                            Title:___________________________



                                            FIRST ALLIANCE MORTGAGE CO.,
                                              as Buyer



                                            By:______________________________
                                            Name:____________________________
                                            Title:___________________________


                                       15

<PAGE>



                                    EXHIBIT A

                              FORM OF CONFIRMATION

                                     [Date]


Nationscapital Mortgage Company
1045  W. Katella, #200
Orange, California 92667

Attention:  Jamie Chisick

Ladies and Gentlemen:

        Pursuant to the master repurchase agreement (the "Master Repurchase
Agreement"), dated as of October 31, 1997, between the undersigned (the "Buyer")
and you (the "Seller"), the Buyer hereby agrees to purchase the Mortgage Loans
identified on Schedule I attached hereto, subject to the terms set forth below:

        Purchase Date:       ________________

        Repurchase Date:     ________________

        Purchase Price:      ________________

        Pricing Rate:        ________________

        Margin:              [___]%

        All of the representations and warranties made in the Master Repurchase
Agreement must be true and correct as of the Purchase Date and no Event of
Default shall have occurred. Capitalized terms not defined herein shall have the
meanings assigned to them in the Master Repurchase Agreement.

        If you are in agreement with these terms, please execute the
acknowledgement and acceptance set forth below and return one copy of this
Confirmation to the Buyer.

                                            Very truly yours,

                                            FIRST ALLIANCE MORTGAGE CO.,
                                              as Buyer


                                            By:______________________________
                                            Name:____________________________
                                            Title:___________________________


Accepted and Agreed as of
this ____ day of __________, ____.

Nationscapital Mortgage Company,
  as Seller

By:_______________________________
Name:_____________________________
Title:____________________________



<PAGE>


                           SCHEDULE I TO CONFIRMATION

                             MORTGAGE LOAN SCHEDULE


<PAGE>



                                    EXHIBIT B

                         REPRESENTATIONS AND WARRANTIES
                       RELATING TO ELIGIBLE MORTGAGE LOANS

        (a) The Mortgage Loan is a binding and valid obligation of the obligor
thereon, in full force and effect and enforceable in accordance with its terms.

        (b) The Mortgage Loan is genuine in all respects as appearing on its
face and as represented in the books and records of the Seller and all
information set forth therein is true and correct.

        (c) The Mortgage Loan is free of any default of any party thereto
(including the Seller), other than as expressly permitted pursuant to
subparagraph (d) below, counterclaims, offsets and defenses and from any
rescission, cancellation or avoidance, whether by operation of law or otherwise.

        (d) No payment under the Mortgage Loan is more than 30 days past due the
payment due date set forth in the underlying promissory note and deed of trust
(or mortgage).

        (e) The Mortgage Loan contains the entire agreement of the parties
thereto with respect to the subject matter thereof, has not been modified or
amended in any respect and is free of concessions or understandings with the
obligor thereon of any kind not expressed in writing therein.

        (f) The Mortgage Loan complies in all respects and was originated in
accordance with all applicable laws and regulations governing the same,
including, without limitation, the federal Consumer Credit Protection Act, the
federal Real Estate Settlement Procedures Act, the federal Equal Credit
Opportunity Act, the federal Truth-in-Lending Act, and the regulations
promulgated thereunder and all applicable usury laws and restrictions, and all
notices, disclosures and other statements or information required by law or
regulation to be given, and any other act required by law or regulation to be
performed, in connection with the Mortgage Loan have been given and performed as
required.

        (g) Unless otherwise provided for in the written disbursement
instructions relating to the Mortgage Loan, all proceeds of the Mortgage Loan
have been fully disbursed.

        (h) At all times the Mortgage Loan will be free and clear of all liens.

        (i) The property covered by the Mortgage Loan is insured against loss or
damage by fire and all other hazards normally included within standard extended
coverage in accordance with the provisions of the Mortgage Loan with the Seller
named as a loss payee thereon.

        (j) If the property covered by the Mortgage Loan falls within a flood
zone as identified by a HUD-identified flood map, the property is insured
against flood damage in an amount equal to the lesser of the balance due under
the related Mortgage Loan or the maximum amount of insurance available under the
National Flood Insurance Program.

        (k) The property covered by the Mortgage Loan is free and clear of all
liens except:

               (i) the lien in favor of the Seller;

               (ii) the lien of current real property taxes and assessments not
        yet due and payable;

               (iii) covenants, conditions and restrictions, rights of way,
        easements and other matters of the public record, as of the date of
        recording, as are acceptable to mortgage lending institutions generally
        and specifically referred to in a lender's title insurance policy
        delivered to the originator of the Mortgage Loan and which (A) are
        referred to or otherwise considered in the appraisal made for the
        originator of the Mortgage Loan or (B) do not materially adversely
        affect the appraised value of the property as set forth in such
        appraisal;

               (iv) other matters to which like properties are commonly subject
        and which do not materially interfere with the benefits of the security
        intended to be provided by the Mortgage Loan or the use, enjoyment,
        value or marketability of the related property;

               (v) liens subordinate in priority to the lien in favor of the
        Seller; and

               (vi) in the case of second priority Mortgage Loans, one lien
        superior in priority to the lien in favor of the Seller.


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        (l) The property shall be improved, and such improvements shall consist
of a completed one- to four-unit single family residence, including, but not
limited to, a condominium, planned unit development or townhouse, but excluding
in any event a co-op or mobile home.

        (m) There has been delivered to the Buyer the Required Documents for the
Mortgage Loan; provided, however, that a Mortgage Loan, the Required Documents
for which have not been delivered to the Buyer, may be an Eligible Mortgage Loan
and may be included in a Transaction so long as the Required Documents for such
Mortgage Loan shall have been delivered to the Buyer within seven days of the
inclusion of such Mortgage Loan in a Transaction.

        (n) The Mortgage Loan is not subject to any servicing arrangement with
any Person other than the Seller nor are any servicing rights relating to the
Mortgage Loan subject to any lien, claim, interest or negative pledge in favor
of any Person other than as permitted hereunder.

        (o) The Seller has obtained or conducted an appraisal in connection with
the origination of the Mortgage Loan in accordance with the Seller's
Underwriting Standards.

        (p) The Mortgage Loan is secured by a first or second priority mortgage
or deed of trust on the property covered thereby.

        (q) The Mortgage Loan is not a revolving credit facility.

        (r) No real property taxes or insurance payments due and payable with
respect to the property (or escrow installments therefor) covered by the
Mortgage Loan are past due the payment due date thereof.

        (s) The Mortgage Loan complies with the Underwriting Standards.




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                                    EXHIBIT C

                         SELLER'S UNDERWRITING STANDARDS



<PAGE>



                                    EXHIBIT D

                           FORM OF OPINION OF COUNSEL