REVOLVING CREDIT AND SECURITY AGREEMENT
                        (INSURANCE PREMIUM FINANCING)

THIS AGREEMENT is made and entered into this 1st day of January, 2001 by and
between Birch Financial, Inc. (The "Borrower"), a California corporation and
Ortiz Insurance Agency, Inc., a California corporation (the "Lender").

                                  BACKGROUND

     The Borrower desires to borrow certain sums of money for the purpose of
funding its insurance premium financing activities.  Lender is willing to loan
funds to the Borrower upon the terms and conditions set forth in this
Agreement.

                                   ARTICLE I

     SECTION 1.01.  The Advances.  Lender agrees, on the terms and conditions
hereinafter set forth, to make advances (the "Advances") to the Borrower from
time to time during the period from the date hereof to and including January
1, 2006 (the "Termination Date") in an aggregate amount not to exceed at any
time outstanding the lesser of (i) the proportional interest of the Lender as
determined pursuant to Section 4.01 (k) in the receivables of the Borrower
listed on Borrowing Base (as defined in Section 5.01 (c) or (ii) one million
dollars (the "Commitment").  If the principal amount of Advances outstanding
at any time is greater than the proportional interest of the Lender in the
receivables included in the Borrowing Base shown by any Borrowing Base
Certificate delivered pursuant to Sections 2.01 (g) or 5.01 (c) hereof, the
Borrower will immediately prepay (without demand by Lender) the Note (as
defined in Section 1.03) to the extent required to reduce the total amount of
the outstanding balance due on such Note to the amount of the Borrowing Base.
Within the limits of the Commitment and prior to the occurrence of an Event of
Default (as defined in Section 6.01 hereof), the Borrower may borrow, prepay
pursuant to Section 1.04 and reborrow under this Section 1.01.

     SECTION 1.02.  Making the Advances.  Each Advance shall be made on at
least two Business Days' (as hereinafter defined) notice from the Borrower to
Lender specifying the date and amount thereof.  Not later than 11:00 A.M.
Lender's time on the date of such Advance and upon fulfillment of the
applicable conditions set forth in Article II, Lender will make such Advance
available to the Borrower in same day funds at Lender's address referred to in
Section 7.02.

<PAGE>

     SECTION 1.03.  Interest and Repayment.  The Borrower shall repay as
herein provided and shall pay interest monthly.  The payment of interest for
the current month will be based on the aggregate unpaid principal amount of
all Advances made to and outstanding to the Borrower as of the start of the
first working day of each month as though that balance remains outstanding for
the entire month, draws by the Borrower on the line or paydowns made by the
Borrower to the Lender that may occur within the current month
notwithstanding.  Interest will be calculated for the current month at a
monthly rate of interest of three percent (3%).

THE LENDER'S RIGHT TO DEMAND PAYMENT HEREUNDER IS EXPRESSLY LIMITED TO THE
CURRENT DOLLAR AMOUNT THE BORROWER OWES LENDER MINUS THE CURRENT GROSS
RECEIVABLES, AS INDICATED ON THE BOOKS OF THE BORROWER, DUE TO THE BORROWER ON
LOANS SECURED TO BORROWER BY THE UNEARNED PREMIUMS OF INSURANCE POLICIES OF
THE LENDER SECURED TO BORROWER BY THE UNEARNED PREMIUMS OF INSURANCE POLICIES
OF THE LENDER OR PLACED BY THE LENDER WITH ANY INSURANCE COMPANY.  BORROWER
SHALL THUS HAVE, AT ALL TIMES, THE RIGHT TO OWE LENDER AN AMOUNT EQUAL THE
CURRENT RECEIVABLES OF BORROWER CREATED BY THE FINANCING OF INSURANCE POLICIES
WRITTEN BY LENDER.

     SECTION 1.04.  Optional Prepayments.  The Borrower may prepay the
principal balance of the Note in whole or in part with accrued interest to the
date of such prepayment on the amount prepaid.

     SECTION 1.05.  Payments and Computations.  The Borrower shall make each
payment under any Load Document (as hereinafter defined) not later than 12:00
noon California time on the day when due in lawful money of the United States
of America to Lender at its address referred to in Section 7.02 in same day
funds.  The Borrower hereby authorizes Lender, if and to the extent payment is
not made against any account of the Borrower with Lender any amount so due.
All computations of interest under the Note by Lender on the basis of a one
month being equal to 1/12th of a year regardless of the actual number of days
in the month.

     SECTION 1.06.  Payment on Non-Business Days.  Whenever any payment to be
made hereunder or under the Note shall be stated to be due on a Saturday,
Sunday or a public or bank holiday or the equivalent for banks generally under
the laws of the state of New Jersey (any other day being a "Business Day"),
such payment bay be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment
of interest.

<PAGE>

                                  ARTICLE II

                            CONDITIONS OF LENDING

     SECTION 2.01.  Condition of Precedent to Initial Advance.  The obligation
of Lender to make its initial Advance is subject to the condition precedent
that Lender shall have received on or before the day of such Advance the
following, each dated such day, in form and substance satisfactory to Lender:

     (a) The Note.

     (b) A borrowing Base Certificate, in a form that indicates the borrowing
limits created hereunder and as defined in Section 5.01 (c) hereof.

     (c) Such other approvals, opinions or documents as Lender may reasonably
request.

     SECTION 2.02 Conditions Precedent to All Advances.  The obligation of
Lender to make each Advance (including the initial Advance) shall be subject
to the further conditions precedent that on the date of such Advance:

     (a) The representations and warranties contained in Section 4.01 of this
Agreement are correct on and as of the date of such Advance as though made on
and as of such date;

     (b) No event has occurred and is continuing, or would result from such
Advance, which constitutes an Event of Default or would constitute an Event of
Default but for the requirement that notice be given or time elapse or both;
and

     (c) Lender shall have received such other approvals, opinions or
documents ad Lender may reasonably request.

Each request for an Advance delivered pursuant to Section 1.02 hereof shall
constitute a representation and warranty by the Borrower as to the matters
stated in (a) and (b) above.

                                 ARTICLE III

                              GRANT OF SECURITY

     SECTION 3.01 Grant of Security.  The Borrower hereby assigns and pledges
to Lender, and hereby grants to Lender a proportional security interest as

<PAGE>

determined in Section 4.01 (k) in, all of the Borrower's right, title, and
interest in and to the following, whether now existing or hereafter acquired
(the "Collateral"):

     (a) Any and all premium finance agreements which were submitted to the
Borrower by the Lender, or persons designated by the Lender with any insurance
company, which were entered into or accepted by the Borrower, on which a loan
balance to Borrower remains on the books of Borrower and as additionally
defined in Section 5.01 (c) hereof, including without limitation all rights of
the Borrower to payments of principal, interest, late payment or cancellation
charges, and other payments of any nature whatsoever thereunder or with
respect thereto;

     (b) Any and all unearned premiums, dividends and other amounts payable
under insurance policies issued in connection with subsection (a) above (the
"Insurance Policies");

     (c) All books and records (in whatever form maintained by the Borrower),
of any nature or description whatsoever relating in any manner tot he
Collateral; and

     (d) All proceeds of any and all of the foregoing Collateral.

     SECTION 3.02.  Security for Obligations.  The grant of security pursuant
to this Article III secures the payment of all obligations of the Borrower now
or hereafter existing under this Agreement and the Note, whether for
principal, interest, fees, expenses or otherwise, and any and all other
obligations of the Borrower to Lender, whether now existing or hereafter
incurred (all such obligations of the Borrower being the "Obligations").

     SECTION 3.03.  Borrower Remains Liable.  Except as provided in Article 7
section 7.06 anything herein to the contrary notwithstanding, (a) the Borrower
shall remain liable under the Collateral obligations thereunder tot the same
extent as if this Agreement had not been executed, (b) the exercise by Lender
of any of the rights hereunder shall not release the Borrower from any of its
duties or obligations under the Collateral, and (c) Lender shall not have any
obligation or liability under the Collateral by reason of this Agreement, nor
shall Lender be obligated to perform any of the obligations or duties of the
Borrower thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.

     SECTION 3.04.  Further Assurances.

     (a) The Borrower agrees that from time to time, at the expense of the
Borrower, the Borrower will promptly execute and deliver all further
instruments and documents, and take all further actions, that may be
reasonably necessary or desirable, or that Lender may reasonably request, in
or der to perfect and protect any security interest granted or purported to be
granted hereby or to enable Lender to exercise and enforce its rights and
remedies hereunder with respect to any Collateral.  Without limiting the
generality of the foregoing, the Borrower will: execute and file such
financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as Lender may
request, in order to perfect and preserve the security interests granted or
purported to be granted hereby.

     (b) The Borrower agrees that it will not change its name without first
giving Lender not less than fifteen (15) days' prior written notice of such
change and upon the Borrower's compliance with subsection (a) hereof in
consequence of such proposed name change.

     (c) The Borrower hereby authorizes Lender to file one or more financing
or continuation statements, and amendments thereto, relative to all or any
part of the Collateral without the signature of the Borrower where permitted
by law.  A carbon, photographic or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.

     (d) The Borrower will furnish to Lender from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as Lender may reasonably request,
all in reasonable detail.

     SECTION 3.05.  As to the Collateral.

     (a) The Borrower shall keep its chief place of business and chief
executive office and the office where it keeps its records concerning the
Collateral at the location therefor specified in Section 4.01 (i) or, upon 30
days' prior written notice to Lender, at such other locations in a
jurisdiction where all action required by Section 3.04 shall have been taken
with respect to the Collateral.  Borrower will hold or cause to be held and
preserve such records and will permit representatives of Lender at any time

<PAGE>

during normal business hours to inspect and make abstracts from such records.

     (b) Except as otherwise provided in this subsection (b), the Borrower
shall continue to collect, at its own expense, all amounts due or to become
due the Borrower with respect to the Collateral.  In connection with such
collections, the Borrower may take (and, at Lender's discretion, shall take)
such action as the Borrower or Lender may deem necessary or advisable to
enforce collection of the Collateral; provided, however, that Lender shall
have the right at any time, upon the occurrence and during the continuance of
an Event of Default (as hereinafter defined in Section 6.01) or an event
which, with the giving of notice or the lapse of time, or both, would become
an Event of Default and upon written notice to the Grantor of its intention to
do so, to notify the account debtors or obligors under any Collateral, and to
adjust, settle or compromise the amount or payment thereof, in the same manner
and to the same extent as the Borrower might have done.  After receipt by the
Borrower of the notice from Lender referred to in the proviso to the preceding
sentence, (i) all amounts and proceeds (including instruments) received by the
Borrower in respect of the Collateral shall be received in trust for the
benefit of Lender hereunder, shall be segregated from other funds of the
Borrower and shall be forthwith paid over to Lender in the same form as so
received (with any necessary endorsement) to be held as cash collateral and
either (A) released to the Borrower so long as no lapse of time, or both,
would become an Event of Default shall have occurred and be continuing or (B)
if any Event of Default shall have occurred and be continuing, applied as
provided by Section 6.02, and (ii) the Borrower shall not adjust, settle or
compromise the amount or payment of any Collateral, or release wholly or
partly any account debtor or obligor thereof, or allow any credit discount
thereon.

     SECTION 3.06.  Lender Appointed Attorney-in Fact.  The Borrower hereby
irrevocably appoints Lender the Borrower's attorney-in-fact, with full
authority in the place and stead of the Borrower and in the name of Borrower,
Lender or otherwise, from time to time in Lender's discretion, to take any
action and to execute any instrument which Lender may deem necessary or
advisable to accomplish the purposes of this Article III (subject to the
rights of the Borrower under Section 3.05), including, without limitation:

          (i) to ask, demand, collect, sue for, recover, compound, receive and
          give acquittance and receipts for moneys due and to become due under

<PAGE>

          or in respect of any of the Collateral,

          (ii) to receive, endorse, and collect any drafts or other
          instruments and documents in connection with clause (i) above and

          (iii) to file any claims or take any action or institute any
          proceedings which Lender may deem necessary or desirable for the
      collection of any of the Collateral or otherwise to enforce the
 rights of Lender with respect to any of the Collateral.

     SECTION 3.07.  Lender May Perform.  If the Borrower fails to perform any
agreement contained herein, Lender may itself perform, or cause performance
of, such agreement, and the expenses of Lender incurred in connection
therewith shall be payable by the Borrower under Section 7.05.

     SECTION 3.08.  Lender's Duties.  The powers conferred on Lender hereunder
are solely to protect Lender's interest in the Collateral and shall not impose
any duty upon it to exercise any such powers.  Except for the safe custody of
any Collateral in its possession and the accounting for moneys actually
received by it hereunder, Lender shall have no duty as to any Collateral or as
to the taking of any necessary step to preserve rights against prior parties
or any other rights pertaining to any Collateral.

     SECTION 3.09.  Continuing Security Interest.  This Agreement shall create
a continuing security interest in the Collateral and shall remain in full
force and effect until payment in full after the Termination Date of the
Obligations.  Upon the payment in full (after the Termination Date) of the
obligations, the security interest granted hereby shall terminate and all
rights to the Collateral shall revert to the Borrower.  Upon any such
termination, Lender will, at the Borrower's expense, execute and deliver to
the Borrower such documents as the Borrower shall reasonably request to
evidence such termination.

                                  ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES

     SECTION 4.01.  Representations and Warranties of the Borrower.  The
Borrower represents and warrants as follows:

     (a) The Borrower is a corporation duly incorporated, validly existing and
in good standing under the laws of the jurisdiction indicated at the beginning
of this Agreement.

     (b) The execution, delivery and performances by the Borrower of each Loan
Document to which it is or will be a party are within the Borrower's corporate
power, have been duly authorized by Borrower's charter or by-laws or (ii) law
or any contractual restriction binding on or affecting the Borrower, and do
not result in or require the creation of any lien, security interest or other
charge or encumbrance (other than pursuant hereto) upon or with respect to any
of its properties.

     (c) No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for (i)
the due execution, delivery and performance by the Borrower of any Loan
Document to which it is or will be a party, (ii) the grant by the Borrower of
the security interest granted hereby, or (iii) the perfection of or the
exercise by Lender of its rights and remedies hereunder.

     (d) This Agreement is, and each other Loan Document to which the Borrower
will be a party when delivered hereunder will be, legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance
with their respective terms.

     (e) The Balance sheets of the Borrower and its subsidiaries as of the
opening of the books or ledgers of the Borrower and the related statements of
income and retained earnings of the Borrower and its subsidiaries, if any,
fairly present the financial condition of the Borrower and its subsidiaries as
at such date and the results of the operations of the Borrower and its
subsidiaries for the period ended on such date, all in accordance with
generally accepted accounting principles consistently applied.

     (f) There is no pending or threatened action or proceeding affecting the
Borrower or any of its subsidiaries before any court, governmental agency or
arbitrator which may materially adversely affect the financial condition or
operations of the Borrower or any subsidiary.

     (g) No proceeds of any Advance will be used to acquire any security in
any transaction which is subject to Sections 13 and 14 of the Securities
Exchange Act of 1934.

     (h) The Borrower is not engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock (within the meaning of
Regulation issued by the Board of Governors of the Federal Reserve System),
and no proceeds of any Advance 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.

     (i) The chief place of business and chief executive office of the
Borrower and the office where the Borrower keeps its records concerning the
Collateral are located at the address specified for the Borrower in Section
7.02.

     (j) The Borrower owns the Collateral free and clear of any lien, security
interest, charge or encumbrance except for the proportional security interest
created by this Agreement and similar Agreements of which Borrower which
Borrower may enter into from time to time.  In the past five (5) years, the
Borrower has not been incorporated or done business under any name other than
its name as shown on the first page hereof.

     (k) This Agreement creates a valid and perfected proportional security
interest in the collateral, securing the payment of the Obligations.  The
proportional security interest granted shall be established as and limited to
100% of the outstanding loan receivables of Borrower as evidenced on the books
of the borrower on Finance Agreements secured to the Borrower by insurance
policies underwritten by the Lender or placed by the Lender, or persons
designated by lender, with any insurance company.

                                  ARTICLE V

                          COVENANTS OF THE BORROWER

     SECTION 5.01.  Affirmative Covenants.  So long as the Note shall remain
unpaid or Lender shall have any Commitment hereunder, the Borrower will unless
Lender shall otherwise consent in writing:

     (a) Compliance with Laws, Etc.  Comply, and cause each of its
subsidiaries to comply, in all material suspects with all applicable laws,
rules, regulations and orders, such compliance to include, without limitation,
paying before the same become delinquent all taxes, assessments and
governmental charges imposed upon it or upon its property except to the extent
contested in good faith.

<PAGE>

     (b) Borrowing Base Certificates.  Furnish to Lender within ten days after
the end of each month a Borrowing Base Certificate in a form titled "Borrowing
Base Certificate" showing as of the end of such month the amount of the
Borrower's Borrowing Base.  The "Borrowing Base" shall equal 100% of the
Borrower's loan accounts receivable relating to premium finance agreements
entered into by Borrower in the regular and ordinary course of its business
and secured by policies underwritten by Lender or placed by the Lender with
any insurance company.

     (c) Books and Records.  Maintain complete and accurate books and
financial records and permit persons designated by Lender to visit and inspect
its properties, inspect its books and financial records, and discuss its
affairs, finances and accounts with its officers and independent public
accountants. ; aid inspection shall be limited to reviewing only those records
as pertains to policies of insurance financed by Borrower and used as security
hereunder and shall not extend to any review of any business or accounting
activity beyond that defined limit.

     SECTION 5.02.  Negative Covenants.  So long as the Note shall remain
unpaid or Lender shall have any Commitment hereunder, the Borrower will not,
without the written consent of the Lender:

     (a) Non-Default Under Other Agreements.  Default upon or fail to pay any
indebtedness for money borrowed as the same matures under any agreement, or
permit to occur any other event which creates a default under any such other
agreement to which the Borrower is a party or by which it is bound; provided,
that the Borrower shall not be required to pay any amount which is being
contested in good faith and by proper proceedings which are being reasonably
and diligently pursued and with respect to which adequate reserves have been
set aside on the books of the Borrower.

                                  ARTICLE VI

                              EVENTS OF DEFAULT

     SECTION 6.01.  Events of Default.  If any of the following events
("Events of Default") shall occur and be continuing:

     (a) The Borrower shall fail to pay any installment of principal of, or
interest on, the Note when due; or

     (b) Any representation or warranty made by any Loan Party (or any of its
officers) under or in connection with any Loan Document shall prove to have
been incorrect in any material respect when made; or

<PAGE>

     (c) Any Loan Party shall fail to perform or observe any other term,
covenant or agreement contained in any Loan Document on its part to be
performed or observed and any such failure shall remain unremedied for 10 days
after written notice thereof shall have been given to such Loan Party by
Lender; or

     (d) Any Loan Party or any of its subsidiaries shall generally not pay its
debts as such debts become due, or shall admit in writing its inability to pay
its debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against any Loan Party
or any of its subsidiaries seeking to adjudicate it a bankrupt or insolvent,
or seeking liquidation, winding up, reorganization, arrangement, adjustment,
or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief or the appointment of a receiver,
trustee, or other similar official for it or for any substantial part of its
property; or any Loan Party or any of its subsidiaries shall take any
corporate action to authorize any of the actions set forth above in this
subsection (d); or

     (d) A final judgment or order for the payment of money in excess of
$50,000 shall be rendered against any Loan Party or any of its subsidiaries
and either (i) enforcement proceedings shall have been commenced by any
creditor upon such judgment or order or (ii) there shall be any period of 20
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or

     (f) Article III of this Agreement shall for any reason, except to the
extent permitted by the terms thereof, cease to create a valid and perfected
proportional security interest in any of the Collateral purported to be
covered thereby; then, and in any such event, Lender may, by notice tot he
Borrower, (i) declare its obligation to make Advances to be terminated,
whereupon the same shall forthwith terminate.

     SECTION 6.02.  Indemnity.  The Borrower agrees to indemnify Lender from
and against any and all claims, losses and liabilities growing out of or
resulting from this Agreement (including, without limitation, enforcement of
this Agreement), except claims, losses or liabilities resulting from Lender's
gross negligence or willful misconduct.

                                 ARTICLE VII

                                MISCELLANEOUS

     SECTION 7.01.  Amendments, Etc.  No amendment or waiver of any provision
of this Agreement or the Note, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by Lender and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

     SECTION 7.02.  Notices, Etc.  All notices and other communications
provided for hereunder shall be in writing (including telegraphic and
facsimile communication) and mailed or telegraphed or delivered, if to the
Borrower, at its address at c/o Birch Financial, Inc., P O Box 3247, North
Hollywood, CA 91609 and if to Lender, at its last known address Attention:
President or, as to each party, at such other address as shall be designated
by such party in a written notice tot he other party.  All such notices and
communications shall, when mailed, faxed or telegraphed, be effective when
deposited in the mails, transmitted by facsimile machine or delivered to the
telegraph company, respectively, addressed as aforesaid, except that notice to
Lender pursuant to the provisions of Article I shall not be effective until
received by Lender.

     SECTION 7.03.  No Waiver; Remedies.  No failure on the part of Lender to
exercise, and no delay in exercising, any right under any Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right under any Loan Document preclude any other right.  The remedies provided
in the Loan Documents are cumulative and not exclusive of any remedies
provided by law.

     SECTION 7.04.  Accounting Terms.  All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistently applied, except as otherwise stated herein.

     SECTION 7.05.  Costs and Expenses.  The Borrower and Lender shall pay all
costs incurred at the direction of each for their own benefit and neither
Borrower or Lender shall become obligated for any expenses incurred by the
other party without receiving the prior written agreement of the other party.
This shall include but not be limited to all costs and expenses in connection
with the preparation, execution, delivery, filing, recording and
administration of the Loan Documents and the other documents to be delivered

<PAGE>

under the Loan Documents, including, without limitation, the reasonable fees
and out-of-pocket expenses of counsel and all costs and expenses, if any
(including counsel fees and expenses), in connection with the enforcement of
the Loan Documents and the other documents to be delivered under the Loan
Documents.

     SECTION 7.06.  Right of Set-off.  It is understood and agreed by the
Borrower and Lender that:

     (a) The Borrower will be making premium finance loans to persons for the
purpose of purchasing insurance policies underwritten or placed by the Lender;

     (b) The premium finance loans made by the Borrower will be secured to the
Borrower by the unearned premiums of the insurance policies purchased as a
result of the Borrower making these premium finance loans,

     (c) The Borrower would not make these premium finance loans in the
absence of the security pledged to Borrower in the form of the unearned
premiums of the Lender's insurance policies without the full, complete and
irrevocable assurance of Lender that the unearned premiums will be paid to the
Borrower by Lender, or paid to the Borrower by the insurance company with
which Lender has placed the policy, in the event of default of any person to
whom the Borrower has made a premium finance loan,

     (d) Borrower and Lender desire to further secure the Borrower so that, in
the event of the insolvency of Lender, or any insurance company through which
the Lender has placed a policy financed by the Borrower, (insolvency will be
later defined herein) the Borrower may decrease, without notice to any party,
through the right of set off hereby granted to the Borrower, the balance du
the Lender from the Borrower.  Further, under this right of set-off by the
amount that may equal, but not exceed, the amounts that may be due or later
become due tot the Borrower from Lender as the result of the default of any
load made by the Borrower to persons who purchase insurance policies
underwritten or placed by the Lender.  The result intended is that the gross
unearned premium amounts due the Lender has placed a policy financed by the
Borrower, shall serve in the same manner as cash payments to Lender, and will
be accepted by Lender, or any successor, assignee or holder in due course of
this note, as payment in kind on this note in a manner that reduces the
principal balance of this note dollar for dollar.

     (e) Insolvency of Lender, or any insurance company (insurance company)
though which Lender has placed a policy financed by Borrower, shall mean
either (a) the initiation by Lender or insurance company of a voluntary
proceeding under a federal, state or local bankruptcy law, (b) the initiation
of any proceeding against Lender or insurance company which has not been
vacated, discharged, or bonded within thirty (30) days after initiation, under
a federal, state, or local bankruptcy or insolvency law, (c) upon the
Borrowers receiving reasonable evidence that Lender or the insurance company
is unable to pay its obligations as they become due, (e) the consent of Lender
or insurance company to the appointment of a receiver or trustee for all or
any part of its property, or Lender or insurance company in the hands of a
conservator, liquidator or under the direction or control of any insurance
department of any state or under the direction or control of any government
body, state, federal or foreign, or (g) the issuance of any order by any
government body, state, federal or foreign, directing Lender or insurance
company to cease and desist in the activity or placing, selling or
underwriting of insurance.

     SECTION 7.07.  Binding Effect; Governing Law.  This Agreement shall be
binding upon and inure to the benefit of the Borrower and Lender and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of Lender.  This Agreement and the Note shall be governed by,
and construed in accordance with, the laws of the State of California.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                           Birch Financial, Inc.

                                           BY /s/ Efraim Donitz -Pres./CFO
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                                           Ortiz Insurance Agency

                                           BY /s/ William Ortiz - Pres.
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                                   EXHIBIT

                               PROMISSORY NOTE

$1,000,000.00                                                Dated: 12/18/00
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FOR VALUE RECEIVED, the undersigned, Birch Financial, Inc. a California
corporation (the Borrower), hereby promises to pay to the order of Ortiz
Insurance Agency (Lender) the principal sum of one million dollars
($1,000,000.00) or if less, the aggregate unpaid principal amount of all
Advances made by Lender to the Borrower pursuant to the Credit Agreement (as
hereinafter defined) on the Termination Date (as hereinafter defined) on the
Termination Date (as defined in the Credit Agreement); together with interest
on any and all principal amounts remaining unpaid hereunder from time to time
outstanding from the date hereof until said principal amounts are paid in
full, payable monthly on the first (1st) day of each calendar month during the
term thereof and at maturity of this Note by demand or otherwise, at a
fluctuating interest rate as calculated and in effect from time to time
pursuant to section 1.03 of the Credit Agreement.  Any amount of principal
hereof which is not paid when due, whether at stated maturity, by acceleration
or otherwise, shall bear interest from the day when due until said principal
amount is paid in full, payable on demand, at a fluctuating interest rate per
annum equal at all times to the rate above stated.  Each change in the
fluctuating interest rate hereunder shall take effect simultaneously with the
corresponding change in the Rate provided in Section 1.03 of the Credit
Agreement.

     Both principal and interest are payable in lawful money of the United
States of America to Lender at the offices of Lender.  All advances made by
Lender to the Borrower pursuant to the Credit Agreement and all payments made
on account of principal hereof shall be recorded by Lender.

     This Promissory Note is the Note referred to in, and is entitled to the
benefits of, the Revolving Credit and Security Agreement (Insurance Premium
Financing) dated as of 12/18/00 (the "Credit Agreement") between the Borrower
and Lender, which Credit Agreement, among other things contains provisions for
acceleration of the maturity hereof upon the happening of certain stated
events and also for prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified.

                                           Birch Financial, Inc.

                                           BY /s/ Efraim Donitz
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