Exhibit 10.9

                            MORTGAGE BROKER AGREEMENT

This agreement (the "Agreement") is effective as of the 23 day of March, 1999,
and is entered into in San Jose, California, by and between FIRST FRANKLIN
FINANCIAL CORPORATION, a Delaware corporation ("FFFC"), and WESTMARK MORTGAGE
CORP. ("BROKER").

RECITALS
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A.   BROKER is in the business of negotiating loans on behalf of others
     ("Borrower(s)") for a fee or other consideration.

B.   FFFC is in the business of, among other things, making loans secured by
     real property.

C.   The parties wish to establish a relationship whereby BROKER. as an
     independent contractor, will submit Borrower loan packages to FFFC for
     possible funding ("Loan(s)"), all in accordance with the terms contained
     herein.

AGREEMENT
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NOW, THEREFORE, the parties agree as follows:

1.       SUBMISSION OF LOAN Packages.  BROKER will:
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         1.1      COMPLETED PACKAGES. Submit to FFFC completed Loan packages for
                  Borrowers under such programs, terms, and requirements as FFFC
                  may establish from time to time;

         1.2      CREDIT INFORMATION. Furnish to FFFC at BROKER'S sole expense
                  such credit, financial, and other information concerning
                  Borrowers that FFFC may require in determining whether to
                  approve and fund the Loan(s); and

         1.3      OTHER SERVICES. Perform at BROKER'S sole expense such other
                  services as FFFC shall require in closing the Loan(s). No
                  Appraisal or Title company controlling, controlled by or under
                  common control with Broker shall be used in connection with
                  the closing of any loan.

2.       FFFC'S DISCRETION. Nothing in this Agreement shall require FFFC to
         approve and/or fund any Loan presented by BROKER, which approval shall
         be solely within FFFC's absolute discretion. BROKER shall not warrant
         or represent to any Borrower that FFFC has approved or will approve and
         fund any Loan until such time as BROKER is so informed by FFFC in
         writing.

3.       FEES. Any fee, commission, or other consideration to be received by
         BROKER with respect to any Loan shall be paid by FFFC to BROKER only
         after FFFC deducts from the Loan all its fees and charges in connection
         therewith as specified in FFFC price schedules released from time to
         time. No payment whatsoever shall be owed to BROKER by FFFC on account
         of any proposed Loan which is not funded and closed.

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4.       Warranties by BROKER. BROKER represents and warrants to FFFC that:

         4.1      LOAN SUBMISSION. The contents of all Loan packages submitted
                  to FFFC immediately shall become the property of FFFC, and all
                  information therein may be subject to FFFC's independent
                  verification.

         4.2      NO UNTRUE STATEMENTS. None of the statements or information
                  with respect to income documentation, cash or cash equivalent
                  asset documentation, or subject property occupancy
                  documentation contained in any Loan package submitted to FFFC
                  will contain any untrue statement or omit to state a fact
                  necessary in order to make such statements or information not
                  misleading. BROKER understands that by making the warranty
                  contained in this subparagraph it is warranting the accuracy
                  of all income documentation, cash or cash equivalent
                  documentation, or subject property occupancy documentation
                  contained in any Loan package submitted to FFFC, whether or
                  not BROKER has knowledge, or reason to suspect, any inaccuracy
                  contained therein.

         4.3      DULY LICENSED. BROKER possesses all necessary licenses and
                  permits from all applicable local, state and federal
                  authorities to engage in the activities contemplated by this
                  Agreement.

         4.4      COMPLIANCE WITH LAWS. In connection with BROKER's activities
                  in general and with the preparation of Loan packages for
                  Borrowers. BROKER wilt comply with all applicable laws. rules,
                  and regulations, and amendments thereto, including without
                  limitation the Truth-ln-Lending Act and Regulation Z issued
                  thereunder; the Fair Credit Reporting Act; the Equal Credit
                  Opportunity Act and Regulation B issued thereunder; the Real
                  Estate Settlement Procedures Act and Regulation X issued
                  thereunder; and all state and federal fair lending laws and
                  regulations.

         4.5      VALID ORGANIZATION. BROKER is. and throughout the term of this
                  Agreement will be. a corporation duly organized, validly
                  existing, and in good standing under the laws of the state of
                  its organization and has all necessary power and authority to
                  execute this Agreement, which has been authorized by all
                  necessary corporate action. The execution, delivery, and
                  performance of this Agreement by BROKER will not violate any
                  agreement to which BROKER is a party.

5.       REPRESENTATION; WARRANTIES TRUE AT FUNDING; CLOSING. The
         representations and warranties made by BROKER to FFFC shall be true in
         ail respects on the dates the Loan is funded by FFFC and the Loan
         transaction closes. If at any time during the period between the
         submission of any Loan package to FFFC and the funding and closing of
         the Loan, BROKER learns, or has reason to believe, that any of its
         representations and warranties may cease to be true, BROKER shall give
         written notice thereof to FFFC immediately.

6.       BROKER'S INDEMNIFICATION. BROKER shall indemnify and hold FFFC harmless
         from and against, and shall reimburse FFFC with respect to forty
         percent (40%) of any and all loss, damage, liability, costs, and
         expenses, including, reasonable attorneys' fees and incurred by FFFC by
         reason of or arising out of or in connection with (a) any breach of any
         representation or warranty contained in paragraph 4, and (b) and the


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         failure of BROKER to perform any obligation required by the Agreement
         to be performed by it. Should any event requiring indemnification under
         this paragraph occur, in its attempt to mitigate its losses FFFC shall
         consult with the Broker with regard to (a) selecting a Realtor to
         market the property securing the Loan, (b) selling the Loan to another
         investor at a discount, or (c) refinancing the Loan through the BROKER.
         Not withstanding the foregoing, all decisions respecting mitigation
         shall be made by FFFC.

7.       NO SOLICITATION. For one hundred-twenty (120) days after the funding of
         any Loan by FFFC with above par pricing, BROKER shall not solicit, or
         take any refinance loan application on the same property from, the
         Borrower(s) to whom such Loan was made.

8.       TERMINATION OF AGREEMENT. This Agreement may be terminated at any time
         by written notice by either party, provided that the obligations
         contained in paragraphs 3 through 12 shall survive termination.

9.       FORUM; GOVERNING LAW. This Agreement shall be deemed to have been
         entered in the County of Santa Clara, State of California, and all
         questions regarding the validity, interpretation, or performance of any
         of its terms or of any rights or obligations of the parties shall be
         governed by California law. Any action arising out of this Agreement
         shall be initiated only in a California court or in the Northern
         District of the United States District Court.

10.      MISCELLANEOUS.
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         10.1     ATTORNEYS' FEES. If any legal action or other proceeding is
                  brought for the enforcement of this Agreement, or because of
                  an alleged dispute, breach, default, or misrepresentation in
                  connection with any of the provisions of this Agreement, the
                  successful or prevailing party or parties shall be entitled to
                  recover reasonable attorneys' fees and other costs incurred in
                  that action or proceeding, in addition to any other relief to
                  which it or they might be entitled.

         10.2     ENTIRE AGREEMENT AMENDMENT. This Agreement constitutes the
                  entire agreement between the parties pertaining to the subject
                  matter contained in it and supersedes all prior and
                  contemporaneous agreements, representations, and
                  understandings of the parties. No supplement, modification, or
                  amendment of this Agreement shall be binding unless executed
                  in writing by all parties.

         10.3     WAIVERS; NON-CUMULATIVE REMEDIES. Failure or delay on the part
                  of either party to audit any Loan or to exercise any right
                  provided for herein shall not act as a waiver of any right
                  hereunder, nor shall any single or partial exercise of any
                  right by any party preclude any other or further exercise
                  thereof. No waiver of any, of the provisions of this Agreement
                  shall be deemed, or shall constitute, a waiver of any other
                  provision, whether or not similar, nor shall any waiver
                  constitute a continuing waiver. No waiver shall be binding
                  unless executed in writing by the party making the waiver.
                  Remedies herein are deemed as cumulative and nonexclusive on
                  each other.

11.      DISCLOSURE OF INFORMATION. BROKER understands and agrees that FFFC may
         report instances of BROKER's making any material misstatement in


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         connection with a Loan, or BROKER's knowingly aiding a Borrower to do
         the same, to the appropriate regulatory agency or any other interested
         party, including other mortgage bankers. BROKER acknowledges the
         importance to the mortgage industry of FFFC's right and necessity to
         disclose such information and waives any and all claims for liability,
         damages, or equitable or administrative relief in connection with
         FFFC's disclosure of such information.

Wherefore, the parties have executed this agreement effective as of the date
first above written.

BROKER:                                     FFFC:

Print Name: Westmark Mortgage Corporation   First Franklin Financial Corporation
                                            2150 N. First Street
Address: 8000 N. Federal Highway            San Jose, California  95131
                                            (408) 955-9600
City, State, Zip: Boca Raton, FL  33487
                                            By: /s/
                                               ---------------------------------
Fax:  561-526-3696                                      Name             Title

By: /s/ Payton Story, III  President        Date:  8/20/99
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        Name                Title

Date:  3/23/99
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