EXHIBIT B

                  SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

        Owens Mortgage Investment Fund, A California Limited Partnership

         1. SUBSCRIPTION.  The undersigned investor  ("Investor") hereby applies
to become a Limited  Partner in Owens  Mortgage  Investment  Fund,  a California
Limited  Partnership (the  "Partnership"),  and agrees to purchase the number of
units of limited  partnership  interest in the Partnership  (the "Units") stated
below in  accordance  with the terms and  conditions of the Amended and Restated
Limited Partnership Agreement (the "Limited Partnership  Agreement"),  a copy of
which is contained in the Prospectus of the Partnership,  and tenders the amount
required to purchase  the Units ($1.00 per Unit,  2,000 Unit  minimum  purchase,
2,500 for residents of North  Carolina).  The Units which the Investor offers to
purchase  hereby shall not be deemed issued to, or owned by, the Investor until:
(a) the  Investor  has fully paid in cash for such  Units,  and (b) the  General
Partner has in its sole discretion accepted Investor's offer of purchase. A sale
of  Partnership  Units to an Investor may not be  completed  until at least five
business  days after the date the Investor  receives a  Prospectus.  The General
Partner will send each Investor a confirmation  of purchase within five business
days of acceptance of the Subscription Agreement.

         2.  REPRESENTATIONS  BY THE  UNDERSIGNED.  The Investor  represents and
warrants that the Investor:

                  (a) has received the Prospectus of the Partnership dated April
28, 2000;

                  (b)  understands  that no federal or state agency has made any
finding or  determination  as to the fairness for public  investment in, nor any
recommendation nor endorsement of, the Units;

                  (c)   understands   that  Units  are  offered  for  a  minimum
investment of $2,000 ($2,500 for residents of North Carolina);

                  (d)  understands  that there will be no public  market for the
Units, that there are substantial  restrictions on repurchase,  sale, assignment
or transfer of the Units,  and that it may not be possible  readily to liquidate
this investment;

                  (e) has (i) a  minimum  net  worth  (exclusive  of home,  home
furnishings,  and  automobiles) of $45,000  ($30,000 in the States of California
and Oregon and $50,000 in the State of Washington),  plus an annual gross income
of at least $45,000  ($30,000 in the States of California and Oregon and $50,000
in the State of Washington);  or (ii) minimum net worth (exclusive of home, home
furnishings,  and automobiles) of $150,000  ($75,000 in the States of California
and  Oregon);  or (iii) if  purchasing  for a  fiduciary  account,  the  minimum
standards  in (i) or  (ii)  above  are  met by the  beneficiary,  the  fiduciary
account,  or by a donor or grantor who directly or indirectly supplies the funds
to purchase the Partnership Units if the donor or grantor is the fiduciary;

                  (f) if an  individual,  has  attained  the age of majority (as
established  in the state in which  domiciled),  and, in any event,  is under no
disability  with respect to entering  into a contractual  relationship  with the
Partnership;

                  (g) if a trustee,  is the  trustee  for the trust on behalf of
which it is purchasing  the Units,  and has due  authority to purchase  Units on
behalf of the trust;

                  (h) fully indemnifies and holds harmless the Partnership,  the
General Partner, and its Affiliates from any and all claims,  actions, causes of
action,  damages,  and expenses  (including legal fees and expenses)  whatsoever
which may result from a breach or alleged  breach of any of the  representations
by Investor contained herein.

         3. ADOPTION OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT.  The
Investor  hereby  adopts,  accepts,  and  agrees  to be bound by all  terms  and
provisions of the Limited  Partnership  Agreement and to perform all obligations
therein  imposed upon a Limited  Partner with respect to Units to be  purchased.
Upon acceptance of this Subscription  Agreement by the General Partner on behalf
of the Partnership,  payment in full of the subscription price and the filing of
a Certificate of Limited  Partnership of the Partnership,  the undersigned shall
become a Limited Partner for all purposes of the Limited Partnership Agreement.

         4. LIMITATION ON ASSIGNMENT.  The Investor  acknowledges that the Units
may be  assigned  only as  provided in the  Limited  Partnership  Agreement  and
further acknowledges the restrictions on resale,  transfer, or assignment of the
Units set forth in the Limited  Partnership  Agreement  and as  described in the
Prospectus.

         5. SPECIAL POWER OF ATTORNEY.  The Investor hereby makes,  constitutes,
and appoints the General Partner of the Partnership to be such person's true and
lawful attorney-in-fact to sign and acknowledge, file and record:

                  (a)  the  Limited   Partnership   Agreement  and  any  amended
certificate of limited  partnership,  as well as any and all amendments  thereto
required  under the laws of the State of  California or of any other state to be
filed or which the General Partner deems advisable to prepare, execute and file;

                  (b) any other  instrument or document which may be required to
be filed by the  Partnership  by any  governmental  agency or by the laws of any
state, or which the General Partner deems it advisable to file; and

                  (c)  any  documents  which  may  be  required  to  effect  the
continuation of the Partnership, the admission of a substituted Limited Partner,
or  the  dissolution  and   termination  of  the   Partnership,   provided  such
continuation,  admission,  or dissolution and termination are in accordance with
the terms of the Limited Partnership Agreement.

         The foregoing grant of authority:

                           (i) is a Special  Power of Attorney  coupled  with an
interest, is irrevocable,  shall survive the death of the Investor and shall not
be affected by the subsequent incapacity of the Investor;

                           (ii) may be exercised by the General Partner for each
Limited Partner by a facsimile  signature of or on behalf of the General Partner
or by listing all of the Limited Partners and by executing any instrument with a
single   signature  of  or  on  behalf  of  the  General   Partner,   acting  as
attorney-in-fact for all of them; and

                           (iii) shall  survive the delivery of an assignment by
a Limited Partner of the whole or any portion of his interest; except that where
the assignee  thereof has been approved by the General  Partner for admission to
the Partnership as a substituted Limited Partner,  the Special Power of Attorney
shall survive the delivery of such  assignment  for the sole purpose of enabling
such person to execute, acknowledge, and file any instrument necessary to effect
such substitution.

         6. PAYMENT OF SUBSCRIPTION.  The amount of the Investor's  subscription
is set forth below and payment of such amount is enclosed by a check  payable to
Owens Mortgage Investment Fund, a California Limited  Partnership.  The Investor
hereby  authorizes and directs the General Partner to deliver this  Subscription
Agreement  to the  Partnership  and  pay the  funds  delivered  herewith  to the
Partnership, to the extent the Investor's subscription has been accepted. If the
Investor's  subscription is rejected in part, the funds delivered herewith will,
to the extent the  application  is so  rejected,  be returned to the Investor as
soon as practicable  without interest or deduction,  except to the extent of any
interest actually earned.

         7.  PURCHASE BY  FIDUCIARY.  If the  Investor is  purchasing  the Units
subscribed  hereby  in a  fiduciary  capacity,  the  above  representations  and
warranties  are to be deemed to have  been made on behalf of the  person(s)  for
whom the Investor is so purchasing  except that such  person(s) need not be over
18 years of age.

         8.  NOTIFICATION OF GENERAL PARTNER.  The Investor agrees to notify the
General Partner immediately if any of the foregoing statements made herein shall
become untrue.

         9. LIMITED PARTNERSHIP  AGREEMENT GOVERNS. In the event of any conflict
between the provisions of the Limited  Partnership  Agreement and any instrument
or document  executed,  acknowledged,  filed or recorded by the General  Partner
pursuant to this special power of attorney,  the Limited  Partnership  Agreement
will govern.

         10.  SUBSCRIPTION  AMOUNT. The Investor  subscribes  $_____________ and
encloses such sum herewith as the purchase price of _____________ Units.

         11.  REINVESTMENT  OF  DISTRIBUTIONS.   The  Partnership   maintains  a
Distribution  Reinvestment Plan ("Plan") under which  distributions of income of
the Partnership may be reinvested for the purchase of additional  Units,  rather
than being  received in cash. See Prospectus at page 63. So long as the Investor
meets  the  suitability  standards  established  by the  Partnership  and by the
securities  law  administrator  of the state in which the Investor is domiciled,
and subject to possible  suspension  or  termination  of the Plan by the General
Partner,  as set forth in the Limited Partnership  Agreement,  the Investor will
continue to  participate  in the Plan if it elects  option A,  below.  Option B,
below,  will constitute an election not to participate in the Plan. The Investor
may change his election at any time by written notice to the Partnership. Please
choose one or the other of the two  options  by a check mark in the  appropriate
blank.  If you check  neither  blank,  you will be considered to have elected to
receive your distributions in cash (Option B).

                  A. ___  Investor  elects  to  participate  in the  Partnership
                     Distribution Reinvestment Plan.


                  B. ___Investor  elects not to participate  in the  Partnership
                     Distribution Reinvestment Plan and to receive distributions
                     in cash.

         12.  OWNERSHIP  OF UNITS.  The  Investor's  interest  will be owned and
should be shown on the Partnership's records as follows:

     Check one: ___ Individual Ownership
                ___ JTROS (all parties must sign)
                ___ Tenants in Common (all parties must sign)
                ___ Community Property (one signature required)
                ___ Custodian
                ___ Trustee
                ___ Corporation
                ___ Partnership
                ___ Nonprofit Organization

(Please Print)

Name______________________________________________________________________
         First                  Middle                    Last
         or Entity's legal name

__________________________________________________________________________
         Resident Address

__________________________________________________________________________
         City                   State                      Zip Code

______________________________________         _________________________________
Home Telephone Number (if applicable)             Business Telephone Number
(include area code)                                 (include area code)

Date of Birth __________________________________    (Individual Investors Only)

Occupation _____________________________________    (Individual Investors Only)

Marital Status (check one): Single____ Married____  (Individual Investors Only)

Citizenship: U.S.____   Other_____________________  (Individual Investors Only)

Investment Objective:

      Current income with retention of capital ____  (check)

      Other (please explain):
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

Investor's Financial Status and Suitability:

      Net Worth       $_____________________
      Liquid Net Worth     $_____________________
      Gross Income    $_____________________
      Investor's Years of Investment Experience  _____
      Investor's Tax Bracket (if individual)       ________%

Please  initial  here  to  acknowledge  your  understanding  that  it may not be
possible to readily liquidate your investment in the Partnership: _______

Please  initial here to  acknowledge  your  understanding  that if you move to a
state  in  which  the  Partnership  is not  registered,  you  may not be able to
purchase additional Units or receive new Units through your participation in the
Dividend Reinvestment Plan: _______


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(Please Print)

Name______________________________________________________________________
         First                  Middle                    Last
         or Entity's legal name

__________________________________________________________________________
         Resident Address

__________________________________________________________________________
         City                   State                      Zip Code

____________________________________________________________________________
Home Telephone Number (if applicable)             Business Telephone Number
(include area code)                                   (include area code)

Date of Birth __________________________________    (Individual Investors Only)

Occupation _____________________________________     (Individual Investors Only)

Marital Status (check one):Single____ Married____    (Individual Investors Only)

Citizenship: U.S.____   Other______________________  (Individual Investors Only)

Investment Objective:

      Current income with retention of capital ____  (check)

      Other (please explain):
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Investor's Financial Status and Suitability:

      Net Worth       $_____________________
      Liquid Net Worth     $_____________________
     Gross Income $_____________________
      Investor's Years of Investment Experience  _____
      Investor's Tax Bracket (if individual)       ________%

Please  initial  here  to  acknowledge  your  understanding  that  it may not be
possible to readily liquidate your investment in the Partnership: _______

Please  initial here to  acknowledge  your  understanding  that if you move to a
state  in  which  the  Partnership  is not  registered,  you  may not be able to
purchase additional Units or receive new Units through your participation in the
Dividend Reinvestment Plan: _______
******************************************************************************

         13. IF  APPLICABLE,  THE ACCOUNT  REPRESENTATIVE  AND  INVESTMENT  FIRM
PRINCIPAL MUST EACH SIGN BELOW IN ORDER TO SUBSTANTIATE COMPLIANCE WITH APPENDIX
F TO ARTICLE 3, SECTION 34 OF THE NASD'S RULES OF FAIR PRACTICE.

         IN  WITNESS  WHEREOF,   the  undersigned  Investor  has  executed  this
Subscription Agreement and Power of Attorney.

Dated: _____________, 20___


____________________________________    _______________________________________
Authorized Signature of Subscriber        Social Security Number or Federal Tax
                                                   Identification Number

____________________________________    _______________________________________
Authorized Signature of Subscriber        Social Security Number or Federal Tax
      (if more than one)                           Identification Number



                              ACCEPTED:

                              Owens Mortgage Investment Fund,
                              A California Limited Partnership

                              Owens Financial Group, Inc., General Partner


                              By:  ____________________________________
                                   William C. Owens, President

                              Dated: ____________, ____




         The  Account  Representative  and  Principal  signing  below  each have
reasonable  grounds to believe,  based on  information  obtained  from the above
Investor  concerning  his  or  her  investment  objectives,  other  investments,
financial situation and needs and any other information known by either of them,
that investment in the Partnership is suitable for such Investor in light of his
or her financial position, net worth and other suitability characteristics,  and
that  the  Investor  meets  the  suitability  requirements  applicable  to  this
offering.

         The undersigned  account  representative and principal have advised the
above Investor that no market for the securities being offered exists nor is one
expected to develop,  and that the Investor may not be able to liquidate  his or
her investment in the event of an emergency or for any other reason.


_______________________________         _____________________________________
Signature of Investment Firm Principal  Signature of Account Representative
    Owens Securities Corporation


_______________________________         _____________________________________
   Please PRINT Name and Title          Please PRINT Account Representative Name