SECURITY AGREEMENT
                  (Corporate, Partnership, or Business Purpose)

This Agreement, dated as of April 29, 1999, is made by Westmark Group Holdings,
Inc., [a corporation organized or formed under the laws of Florida] (hereafter,
whether one or more, "Debtor") in favor of Northern Trust Bank of Florida, N.A.,
a national banking association ("Secured Party") with its main banking office at
700 Brickell Avenue, Miami, Florida 33131.

For valuable consideration, Debtor agrees as follows:

1.   Definitions.  As used in this Agreement:

     (a) Unless otherwise defined herein, all terms that are defined in the
     Uniform Commercial Code of Florida shall have the same meanings herein as
     in such Code.

     (b) "Collateral" means any and all property of Debtor in which Secured
     Party now has, by this Agreement acquires, or hereafter acquires a security
     interest, including without limitation the property described in Section 2
     hereof.

     (c) "Guarantor" means any person or entity, or any persons or entities
     severally, now or hereafter guarantying payment or collection of all or any
     part of the Liabilities (as hereinafter defined).

     (d) "Prime Rate" means that floating rate of interest per year announced
     from time to time by Secured Party called its prime rate, which at any time
     may not be the lowest rate charged by Secured Party.

2.   Security Interest. Debtor hereby grants to Secured Party a continuing
     security interest in, and assigns and transfers to Secured Party, the
     following property or types of property now owned by Debtor or hereafter
     created or acquired by Debtor, wherever located:

     (a) Accounts (including without limitation all rights to payment for
     services or the Inventory, however arising), leases, chattel paper,
     contract rights, instruments, life insurance policies, and documents;

     (b) General intangibles (including without limitation inventions, designs,
     patents, patent applications, trademarks, trade names, copyrights,
     licenses, leasehold interests, tax refund claims, guaranty claims, and
     security interests or other security held by Debtor to secure accounts);

     (c) Inventory, including without limitation returned and repossessed goods,
     raw materials, and work in progress (the "Inventory");

     (d) Goods (other than Inventory), equipment, vehicles, and fixtures,
     together with accessions thereto and replacement parts therefor, but
     excluding property used exclusively for personal, household, or family use;

     (e) All monies, accounts, deposits, and property now or at any time
     hereafter in the possession or under the control of Secured Party or its
     bailee;

     (f) All books and records, including without limitation customer lists,
     credit files, computer programs, printouts, and other materials and
     records, pertaining to any of the foregoing;

     (g) All documents of title evidencing or issued with respect to any of the
     foregoing; and

     (h) All proceeds and products of all of the foregoing, including without
     limitation proceeds of insurance policies insuring the foregoing.

3.   Liabilities. The Collateral shall secure the payment and performance of the
     following, which are acknowledged by Debtor to be the obligations of Debtor
     (the "Liabilities"):

     (a) All obligations and liabilities of Debtor (excluding those incurred
     solely for personal, household, or family use or with respect to credit
     cards) whether now existing or hereafter arising and whether or not
     contemplated on the date of this Agreement (i) evidenced by and under all
     promissory notes (including all renewals, replacements, and extensions
     thereof and interest thereon) executed and delivered by Debtor to Secured
     Party, and (ii) under any loan or other agreements (including without
     limitation this Agreement) between Debtor and Secured Party; and

     (b) All other obligations and liabilities of Debtor to Secured Party,
     howsoever created, whether direct or indirect, absolute or contingent, due
     or to become due, now existing or hereafter arising, including without
     limitation all liabilities and obligations arising in connection with
     future advances by Secured Party and any letters of credit issued by
     Secured Party for the account of Debtor.

4.   Warranties of Debtor. Debtor warrants and represents that:

     (a) Debtor has the legal capacity and corporate or partnership power (if
     applicable) to execute, deliver, and perform this Agreement and any other
     documents executed or to be executed in connection herewith; such actions
     have been duly authorized (if applicable) and do not and will not
     contravene or conflict with any provisions of law or any agreement or
     instrument affecting Debtor or its property; Debtor does not do business
     under any name except as shown above.

     (b) No financing statement, mortgage, notice of judgment, or any similar
     instrument (unless filed on behalf of Secured Party) covering any of the
     Collateral is on file in any public office.

     (c) Debtor is the lawful owner of all Collateral, free and clear of all
     liens, pledges, charges, mortgages, and claims other than the security
     interest hereunder, except liens for current taxes not delinquent.

     (d) All Inventory is located at Debtor's primary place of business set
     forth under Debtor's signature hereto, and is not in transit, except for
     goods covered by negotiable warehouse receipts that have been delivered to
     Secured Party or as promptly disclosed to Secured Party from time to time
     in writing. All Inventory is of good and merchantable quality and free from
     any defects that would affect the market value of such Inventory.

     (e) All accounts receivable of Debtor are genuine, are in all respects what
     they purport to be, are not evidenced by a judgment, and represent
     undisputed, bona fide transactions completed or to be completed in
     accordance with the terms and conditions of any document related thereto;
     none of the Collateral has been sold or pledged to any other person or
     entity; and Debtor has no knowledge of any fact or circumstance which would
     impair the validity or collectibility of the Collateral listed in Section
     2(a), (b), and (e) of this Agreement.

     (f) Debtor (and each general partner of Debtor) has filed or caused to be
     filed all federal, state, and local tax returns that are required to be
     filed, and has paid or has caused to be paid all taxes including any taxes
     shown on such returns or on any assessment received by them to the extent
     that such taxes have become due.

5.   Covenants of Debtor. Debtor agrees that until payment in full of the
     Liabilities, it will:

     (a) Provide and maintain insurance with respect to the Collateral, the
     operation of Debtor's business, and certain partners, employees, or
     officers of Debtor as required by Secured Party from time to time; all such
     insurance shall be in such amounts and against such risks as shall be
     satisfactory in all respects to Secured Party, with Secured Party named as
     additional insured and loss payee;

     (b) Defend the Collateral against the claims and demands of all persons
     other than Secured Party and promptly pay all taxes, assessments, and
     charges upon the Collateral, and not sign (or permit to be signed) any
     financing statements or other documents creating or perfecting a lien upon
     or security interest in any of the Collateral except in favor of Secured
     Party, or otherwise create, suffer, or permit to exist any liens or
     security interests upon any Collateral other than in favor of Secured
     Party, except tax liens, provided that such liens are removed before
     related taxes become delinquent;

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<PAGE>

     (c) Execute such financing statements and other documents (and pay the cost
     of filing and recording the same in all public offices deemed necessary by
     Secured Party) and do such other acts as Secured Party may request to
     establish and maintain a valid and perfected security interest in the
     Collateral free and clear of all other liens and claims;

     (d) Deliver to Secured Party any certificate or other documents of title
     representing or issued with respect to any of the Collateral, with Secured
     Party's security interest and lien endorsed thereon, and record such
     certificates or documents with all appropriate regulatory agencies;

     (e) Furnish to Secured Party, immediately upon the request of Secured
     Party, any evidence of ownership of the Collateral, including without
     limitation bills of sale, paid invoices, certificates of title, or
     applications for title;

     (f) Keep at its office at the address set forth under its signature hereto
     its records concerning the Collateral, which records shall be of such
     character as will enable Secured Party to determine at any time the status
     of the Collateral; furnish to Secured Party such information concerning
     Debtor, the Collateral, and the account debtors as Secured Party may from
     time to time reasonably request; and permit Secured Party form time to time
     to inspect the Collateral and to inspect, audit, and make copies of, and
     extracts from, all records and all other papers in the possession of Debtor
     pertaining to the Collateral and the account debtors. Secured Party shall
     have the right at any time or times to make direct verification with the
     account debtors of any and all of the accounts;

     (g) Keep and maintain in good operating condition and repair and make all
     necessary replacements and renewals to, the Collateral listed in Section
     2(d) of this Agreement so that the value and operating efficiency thereof
     shall at all times be maintained and preserved, and keep such Collateral
     only at the address set forth under its signature hereto;

     (h) Make appropriate entries upon its financial statements and its books
     and records disclosing Secured Party's security interest in the Collateral;

     (i) Provide to Secured Party such financial statements of Debtor and any
     general partner of Debtor (audited, if requested by Secured Party) and
     information from time to time as Secured Party shall reasonably request;

     (j) If at any time any of the Collateral shall be or become evidenced by
     any instrument, note, or other document, immediately deliver such
     instrument, note, or document to Secured Party, endorsed as requested by
     Secured Party;

     (k) Immediately notify Secured Party of any material loss or depreciation
     in the value of the Collateral; and

     (l) Except as permitted by Section 6, not sell, transfer, or otherwise
     dispose of any Collateral without Secured Party's prior written consent.

6.   Use of the Inventory. Until notice to the contrary is given by Secured
     Party, Debtor may use, consume, and sell Inventory in carrying on its
     business in the ordinary course of business substantially in the same
     manner as now conducted, but a sale in the ordinary course of business
     shall not include any transfer or sale in satisfaction, partial or
     complete, of a debt owed by Debtor or any general partner of Debtor.

7.   Collections.
     (a) Until notice to the contrary is given by Secured Party, Debtor (i)
     shall collect the accounts for Secured Party at Debtor's own expense, and
     (ii) may grant, in the ordinary course of business, to any party obligated
     on any of the Collateral, any rebate, refund, or allowance to which such
     party may be lawfully entitled and accept in connection therewith the
     return of any goods the sale or lease of which shall have given rise to
     such accounts.

     (b) At any time and from time to time, whether before or after the
     occurrence of an Event of Default, Secured Party, at Debtor's expense, may
     or, upon request of Secured Party, Debtor shall, notify any account debtors
     of the existence of this Agreement and direct such account debtors to pay
     directly to Secured Party the amounts due or to become due from such
     account debtors. Each account debtor so notified and directed may accept
     the receipt of Secured Party for any such payment as a full release of any
     amounts so paid.

     (c) Secured Party may enforce collection of any or all of the Collateral by
     suit or otherwise, and surrender, release, or exchange all or any part
     thereof, or compromise or extend or renew for any period (whether or not
     longer than the original period) any indebtedness thereunder.

     (d) Secured Party at any time may, and upon director of Debtor or upon the
     happening of an Event of Default shall, apply all payments received from
     account debtors to the Liabilities when due (whether by acceleration or
     otherwise) and may credit any balance after such payment to the account of
     Debtor.

8.   Warranty--Future. The request or application by Debtor for any loan or
     extension of credit by Secured Party shall be a representation and warranty
     as of the date of such request or application that: (a) no Event of
     Default, and no event that would become an Event of Default upon the giving
     of notice or passage of time or both has occurred or is continuing as of
     such date; and (b) its representations and warranties herein are true and
     correct as of such date as though made on such date.

9.   Events of Default. The occurrence of any of the following shall constitute
     an "Event of Default" under this Agreement.

     (a) Failure to pay, when and as due or demanded, any of the Liabilities, or
     failure to comply with or perform any agreement or covenant of Debtor
     contained herein; or

     (b) Any default, event of default, or similar event shall occur or continue
     under any instrument, document, note, agreement, or guaranty delivered to
     Secured Party in connection with the Liabilities, or any such instrument,
     document, note, agreement, or guaranty shall not be, or shall cease to be,
     enforceable in accordance with its terms; or

     (c) There shall occur any default or event of default, or any event that
     might become such with notice or the passage of time or both, or any
     similar event, or any event that requires the prepayment of borrowed money
     or the acceleration of the maturity thereof, under the terms of any
     evidence of indebtedness or other agreement issued or assumed or entered
     into by Debtor, any subsidiary, any general partner of Debtor, or any
     Guarantor, or under the terms of any indenture, agreement, or instrument
     under which any such evidence of indebtedness or other agreement is issued,
     assumed, secured, or guaranteed, and such event shall continue beyond any
     applicable period of grace; or

     (d) Any representation, warranty, schedule, certificate, financial
     statement, report, notice, or other writing furnished by or on behalf of
     Debtor or any general partner of Debtor to Secured Party is false or
     misleading in any material respect on the date as of which the facts
     therein set forth are stated or certified; or

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<PAGE>

     (e) Any reportable event shall occur under the Employee Retirement Income
     Security Act of 1974, as amended, in respect of any benefit plan maintained
     for employees of Debtor, any subsidiary, any partner of Debtor, or any
     Guarantor; or

     (f) Any guarantee of or pledge of collateral security for any of the
     Liabilities shall be repudiated or become unenforceable or incapable of
     performance; or

     (g) Debtor or any corporate general partner of Debtor shall fail to
     maintain its existence in good standing in its state of inassociation or
     formation or shall fail to be authorized, licensed, or qualified to do
     business in each jurisdiction where necessary because of the nature of its
     business or properties; or

     (h) Debtor, any general partner of Debtor, or any Guarantor shall die,
     become incompetent, dissolve, liquidate, merge, consolidate, or cease to be
     in existence for any reason, or any general partner of Debtor shall
     withdraw or notify any partner of Debtor of its or his intention to
     withdraw as a partner (or to become a limited partner) of Debtor; or any
     general or limited partner of Debtor shall fail to make any contribution
     required by the partnership agreement of Debtor as and when due under such
     agreement; or

     (i) Any person or entity presently not in control of Debtor or any
     corporate general partner of Debtor shall obtain control directly or
     indirectly of Debtor, whether by purchase or gift of stock or assets, by
     contract, or otherwise; or

     (j) Any proceeding (judicial or administrative) shall be commenced against
     Debtor, any subsidiary, any general partner of Debtor, or any Guarantor, or
     with respect to any assets of Debtor, any subsidiary, any general partner
     of Debtor, or any Guarantor which shall threaten to have a material and
     adverse effect on the future operations of Debtor, any subsidiary, any
     general partner of Debtor, or any Guarantor, or a final judgment in excess
     of $5,000 shall be entered in any suit or action commenced against Debtor,
     any subsidiary, any general partner of Debtor, or any Guarantor; or

     (k) Debtor shall grant or any person shall obtain a security interest in
     any of the Collateral; Debtor or any other person shall perfect (or attempt
     to perfect) such a security interest; a court shall determine that Secured
     Party does not have a first-priority security interest in any of the
     Collateral enforceable in accordance with the terms hereof; or any notice
     of a federal tax lien against Debtor or any general partner of Debtor shall
     be filed with any public recorder; or

     (l) There shall be any material loss or depreciation in the value of the
     Collateral for any reason, or Secured Party shall otherwise reasonably deem
     itself insecure; or

     (m) Any bankruptcy, insolvency, reorganization, arrangement, readjustment,
     liquidation, dissolution, or similar proceeding, domestic or foreign, is
     instituted by or against Debtor, any subsidiary, any general partner of
     Debtor, or any Guarantor; or Debtor, any subsidiary, any general partner of
     Debtor, or any Guarantor shall take any steps toward, or to authorize, such
     a proceeding; or

     (n) Debtor, any subsidiary, any general partner of Debtor, or any Guarantor
     shall become insolvent, generally shall fail or be unable to pay its debts
     as they mature, shall admit in writing its inability to pay its debts as
     they mature, shall make a general assignment for the benefit of its
     creditors, shall enter into any composition or similar agreement, or shall
     suspend the transaction of all or a substantial portion of its usual
     business.

10.  Remedies on Default. Notwithstanding any provision of any document or
     instrument evidencing or relating to any Liability, (i) upon the occurrence
     of any Event of Default specified in Section 9(a)-(l), Secured Party at its
     option may declare all of the Liabilities immediately due and payable
     without notice or demand of any kind, and (ii) upon the occurrence of an
     Event of Default specified in Section 9(m)-(n), all of the Liabilities
     shall be immediately and automatically due and payable without action of
     any kind on the part of Secured Party. Debtor expressly waives protest,
     notice, presentment, dishonor, and demand of any kind. Secured Party may
     exercise from time to time any rights and remedies available under the
     Uniform Commercial Code of Florida, including the right to have Debtor
     assemble the Collateral and deliver it to a place designated by Secured
     Party. Debtor shall pay all related expenses, including attorneys' fees and
     reasonable time charges of attorneys who may be employees of Secured Party
     or any affiliate or parent of Secured Party. If any notification of
     intended disposition of any of the Collateral is required by law, such
     notification, if mailed, shall be deemed reasonably and properly given if
     mailed at least 10 days before such disposition, postage prepaid, addressed
     to Debtor at the address of Debtor shown below. Secured Party shall, in
     addition to and not in limitation of all rights of offset under applicable
     law; have the right to appropriate and apply all of the Collateral in its
     possession to payment of the Liabilities. Secured Party may proceed to sell
     or otherwise dispose of the Collateral at public or private sale for cash
     or credit, provided, however, that Debtor shall be credited with proceeds
     of such sale only when the proceeds are actually received by Secured Party.
     Any proceeds of the Collateral may be applied by Secured Party to the
     payment of expenses and costs to exercise of Secured Party's rights
     hereunder, and any balance of such proceeds shall be applied toward the
     Liabilities in such order as Secured Party shall determine in its sole
     discretion. Any balance remaining shall be returned to the Debtor.

11.  Rights of Secured Party. Secured Party may, from time to time, at its
     option (but shall have no duty to):

     (a) Perform any agreement of Debtor hereunder that Debtor shall have failed
     to perform; and

     (b) Take any other action which Secured Party deems necessary or desirable
     for the preservation of the Collateral or Secured Party's interest herein,
     including without limiting the generality of the foregoing: (i) any action
     to collect or realize upon the Collateral; (ii) the discharge of taxes,
     liens, security interests, or other encumbrances at any time levied or
     placed on the Collateral; or (iii) the discharge or keeping current of any
     obligation of Debtor having effect on the Collateral.

     (c) File, or cause to be filed, photocopies or carbon copies of any
     financing statement respecting any right of Secured Party in the
     Collateral, and any such photocopy of carbon copy of the signature of
     Debtor on such photocopy or carbon copy shall be deemed an original for
     purposes of such filing. Debtor hereby authorizes Secured Party to sign
     financing statements on Debtor's behalf to be filed in all jurisdictions in
     which such authorization is permitted. Debtor hereby appoints Secured Party
     as its attorney in fact, which appointment is irrevocable and coupled with
     an interest, for purposes of performing acts and signing and delivering any
     agreement, document, or instrument, on behalf of Debtor in accordance with
     this Section. Debtor immediately will reimburse Secured Party for all
     expenses so incurred by Secured Party, together with interest thereon at 3%
     in addition to the Prime Rate.

12.  General.

     (a) Nonwaiver; Cumulative Remedies. No delay or omission on the part of
     Secured Party in the exercise of any right or remedy shall operate as a
     waiver thereof, and no single or partial exercise by Secured Party of any
     right or remedy shall preclude other or further exercise thereof or the
     exercise of any other right or remedy. The rights and remedies herein
     provided to Secured Party are cumulative and not exclusive of any rights or
     remedies provided by law.

     (b) Notices. All notices, requests, and demands to or upon Secured Party or
     Debtor shall be deemed to have been given or made when deposited in the
     mail, postage prepaid, addressed to Debtor at the address set forth under
     its signature or to Secured Party at its main banking office listed in the
     heading of this Agreement.

     (c) Successors. This Agreement shall, upon execution and delivery by the
     Debtor, become effective and shall be binding upon and inure to the benefit
     of Debtor, Secured Party, and their respective personal representatives,
     executors, heirs, successors, and assigns, except that the Debtor may not
     transfer or assign any of its rights or interest hereunder without the
     consent of Secured Party.

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<PAGE>

 (d) Singular and Plural; Joint and Several. Unless the
     context otherwise requires, wherever used herein the singular shall include
     the plural and the plural shall include the singular, and the use of one
     gender shall denote the others where appropriate. If more than one person
     or entity has signed this Agreement, all obligations and liabilities in
     this Agreement shall be the joint and several obligations and liabilities
     of each of such persons or entities.

     (e) Counterparts. This Agreement may be executed by Debtor on any number of
     counterparts, and each of said counterparts shall be deemed to be an
     original.

     (f) Enforcement Costs. Debtor agrees to pay or reimburse Secured Party upon
     demand for all documentary stamp taxes, costs, expenses, and fees
     (including legal costs and fees and reasonable time charges of attorneys
     who may be employees of Secured Party or any affiliate or parent of Secured
     Party) incurred by Secured Party in preparing, negotiating, enforcing, or
     preserving its rights under, this Agreement or any note, document, or other
     instrument executed in connection herewith.

     (g) Provisions Severable. If any term or provision of this Agreement shall
     be unenforceable or invalid, such unenforceability or invalidity shall not
     render any other term or provision hereof unenforceable or invalid, and all
     other terms and provisions of this Agreement shall be enforceable and
     valid.

     (h) Construction. This Agreement and the rights and obligations of the
     parties hereunder and thereunder shall be governed by, and construed and
     interpreted in accordance with, the laws of Florida. Debtor hereby
     irrevocably consents to the jurisdiction and venue of courts having
     jurisdiction over Dade County, Florida, and agrees that any litigation
     involving this Agreement (including without limitation ancillary claims)
     may be conducted in such courts at the sole option of Secured Party. Debtor
     hereby waives any right or claim it may have to transfer or change the
     venue of any suit, action, or other proceeding brought against Debtor by
     Secured Party in accordance with this Section.

     (i) Interest Limitation. Notwithstanding any note or other document
     evidencing any of the Liabilities, the total liability for interest and all
     other sums at any time deemed to be interest on any of the Liabilities
     shall not exceed the highest rate permitted by law. If for any reason such
     total liability shall result in an effective rate of interest that exceeds
     the highest rate permitted by law, all sums in excess of those lawfully
     collectible for the interest payment period in question shall, without
     further agreement by or notice to Debtor, be applied to outstanding
     principal immediately upon receipt of such sums by Secured Party, with the
     same effect as if Debtor had directed such excess sums to be so applied and
     Secured Party had agreed to accept such sums as a principal prepayment;
     provided, however, that Secured Party may, at any time and from time to
     time, waive, reduce, or limit the collection of any sums (or refund to
     Debtor any sums collected) in excess of those lawfully collectible as
     interest rather than accept such sums as prepayment of principal.

DEBTOR:  Westmark Group Holdings, Inc.
         By:_______________________________
         Its:______________________________
         Address:__________________________
                 __________________________
         County:___________________________

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<PAGE>


                           STATEMENT OF ANTI-COERCION

The following statement is required under rule 4-3.02 of the rules and
regulations promulgated by the Florida Insurance Commissioner relative to
anti-coercion:

To:      Northern Trust Bank of Florida, N.A.  (lender)

Re:      Westmark Group Holdings, Inc.  (borrower)

The Insurance Laws of this state provide that the lender may not require the
borrower to take insurance through any particular insurance agent or company to
protect the mortgaged property.

The borrower, subject to the rules adopted by the Florida Insurance
Commissioner, has the right to have the insurance placed with an insurance agent
or company of his choice, provided the company meets the requirements of the
lender. The lender has the rights to designate reasonable financial requirements
as to the company and the adequacy of the coverage.

I have read the foregoing statement, or the rules of the Florida Insurance
Commissioner relative thereto, and understand my rights and privileges and those
of the lender relative to the placing of such insurance.

I/We have selected the:

                           ____________________________     Insurance Agency, OR

                           ____________________________     Insurance Company
         to write the hazard insurance covering property located at:

                  All Business assets.
________________________________________________________________________________
Under Section 9(a) of Procedures Act of 1974 - I/We have selected the:

                           ____________________________     Insurance Agency, OR

                           ____________________________     Insurance Company
         to write the title insurance covering the property noted above:

ACKNOWLEDGED BY:  Westmark Group Holdings, Inc.

______________________________________
Borrower          By: Irving H.  Bowen
                  Its: Treasurer

______________________________________
Borrower

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<PAGE>
                             INSURANCE REQUIREMENTS
                             ----------------------

As a mortgage lender it is necessary for us to set forth various requirements
for insurance being written on the property concerned. In order not to have any
misunderstanding between us, our mortgagors, as well as insurance agent, we are
itemizing below these requirements which are based on the State Insurance
Commissioner's Rules and Regulations on Anti-Coercion. These requirements are
subject to modification without prior notification.

1.       Policy to be written with an insurance company with a Class 6 or higher
         rating in the latest edition of Best's Insurance Guide.

2.       Minimum coverage: Fire, Extended Coverage and optional Perils for not
         less than the amount of the mortgage. A deductible Cause in the maximum
         amount of $250 is permitted.

3.       The insurance agent must be properly licensed and maintain a policy
         issuing and servicing office located within the trade area of the
         property unless the insurance company has been previously approved by
         our company.

4.       The anti-coercion form required for new loans must be completed and
         signed by the applicant designating an insurance agent or company at
         the time application is made

5.       Names on the policy must agree with names on the mortgage. Legal
         description of the property, as well as correct street address, must
         appear in policy. A mortgagee clause is to be drawn in favor of the
         mortgagee as specified by the bank.

6.       Policies are to be made available 24 hours prior to closing of loans,
         unless other arrangements have been made by us.  Binders are not
         acceptable.

7.       Policy is to be written for a one-year term or continuous, with one
         year or longer premium payment plans.

8.       We are to be furnished with the original and one copy of the policy. We
         also will need a paid receipt for at least the first year's premium. If
         policies are paid up for a term in excess of one year, a sufficient
         amount will be collected with the monthly payment order to have the
         full policy premium in escrow at the end of the policy term.

9.       Should the mortgage not require monthly deposits to escrow, the insured
         will be required to pay the premium for hazard insurance and a paid
         receipt must be received by us each year when payment is made.

10.      Agents should forward premium due statements to arrive at our office
         prior to the first day of the month. Statements received after the
         first may not be paid until the following month.

11.      At times other than anniversary or expiration broader coverage form
         policy or change of agent or insurance company will be accepted
         provided that:

                                       6
<PAGE>


INSURANCE REQUIREMENTS
-continued-
page -2-

         a. A letter of authorization, signed by both insureds, is submitted
            with the new policy, and

         b. The agent submits a receipted statement showing payment of any
            additional premium has been paid by the insured.

12.      In case of change of title the new owner shall not be bound by any
         commitment of previous owner with respect to placement of insurance.




                                       ***




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<PAGE>
<TABLE>
<CAPTION>


                                STATE OF FLORIDA
<S>                                                           <C>                                                      <C>
UNIFORM COMMERCIAL CODE                                       FINANCING STATEMENT                             FORM UCC-1 (REV. 1993)
                 This Financing Statement is presented to a filing officer for filing pursuant to the Uniform Commercial Code.
  ----------------------------------------------------------------------------------------------------------------------------------
  1.  Debtor (Last Name First if an Individual                                                  1a.  Date of Birth or FEI#
       Westmark Group Holdings, Inc.
  ----------------------------------------------------------------------------------------------------------------------------------
  1b. Mailing Address                                            1c. City, State                                     1.d  Zip Code
      8000 North Federal Highway                                 Boca Raton                     FL                   33487
  ----------------------------------------------------------------------------------------------------------------------------------
  2.  Additional Debtor or Trade Name (Last Name First if an Individual)                        2a.  Date of Birth or FEI#

  ----------------------------------------------------------------------------------------------------------------------------------
  2b. Mailing Address                                            2c. City, State                                     2.d  Zip Code

  ----------------------------------------------------------------------------------------------------------------------------------
  3.  Secured Party (Last Name First if an Individual) Northern Trust Bank of
      Florida, N.A.
  ----------------------------------------------------------------------------------------------------------------------------------
  3b. Mailing Address                                            3c. City, State                                     3.d  Zip Code
      301 Yamato Road                                            Boca Raton                     FL                   33431

  ----------------------------------------------------------------------------------------------------------------------------------
  4.  Assignee of Secured Party (Last Name First if an Individual)

  ----------------------------------------------------------------------------------------------------------------------------------
  4b. Mailing Address                                            4c. City, State                                     4.d  Zip Code

  ----------------------------------------------------------------------------------------------------------------------------------
  5.  This Financing Statement covers the following types or items of property
      [include description of real property on which located and owner of record
      when required. If more space is required, attach additional sheet(s)].



      See Attached









  ----------------------------------------------------------------------------------------------------------------------------------
  6.     Check     only    if   [ ]  Products of collateral are also     [ ]   Proceeds  of  collateral  are   [ ] Debtor is
  Applicable:                   covered                                  also covered                          transmitting utility.
  ----------------------------------------------------------------------------------------------------------------------------------
  7.  Check appropriate box:   [X] All documentary stamp taxes due and payable or to become due and  payable pursuant to s. 201.22
  (One box must be marked)     F.S., have been paid
                               [ ] Florida Documentary Stamp Tax is not required.
  ----------------------------------------------------------------------------------------------------------------------------------
  8.  In accordance with s. 679.402(2), F.S., this statement is filed without
      the 9. Number of additional sheets presented: Debtor's signature to
      perfect a security interest in collateral: ________
  [ ]   already  subject to a security  interest  in another  jurisdiction  when it was
      brought into this state or debtor's location changed to this state.                   ----------------------------------------
  [ ]   which  is  proceeds  of the  original  collateral  described  above  in which a        This Space for Use of Filing Officer
      security interest was perfected.
  [ ]   as to which the filing has lapsed.  Date filed  __________________________  and
      previous UCC-1 file number ___________________________________.
  [ ]   acquired  after a change  of name,  identity,  or  corporate  structure  of the
      debtor.

  ----------------------------------------------------------------------------------------
  10.  Signature(s) of Debtor(s)  Westmark Group Holdings, Inc.

      Irving H. Bowen, its Treasurer
  -----------------------------------------------------------------------------------------
  11.  Signature(s) of Secured Party or if Assigned, by Assignee(s)

       Steven L. Arbogast

  -----------------------------------------------------------------------------------------
  12.  Return Copy to:

  Name              Carla Salcito
                    Northern Trust Bank of Florida, N.A.
  Address           301 Yamato Rd.
                    Boca Raton, FL  33431
  Address

  City, State, Zip

  ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                           STANDARD FORM - FORM UCC-1


<PAGE>
                                    EXHIBIT A
                                       to
                               Financing Statement
                                       of
                          Westmark Group Holdings, Inc.
                          -----------------------------
                in favor of Northern Trust Bank of Florida, N.A.
                             (Consisting of 1 page)


All of Debtor's right, title and interest in the following property or types of
property whether now existing or hereafter arising or acquired, wherever
located:
     (a) Accounts (including without limitation all rights to payment for
services or the Inventory, however arising), leases, chattel paper, contract
rights, instruments, life insurance policies, and documents;
     (b) General intangibles (including without limitation inventions, designs,
patents, patent applications, trademarks, trade names, copyrights, licenses,
leasehold interests, tax refund claims, guaranty claims, and security interests
or other security held by Debtor to secure accounts);
     (c) Inventory, including without limitation returned and repossessed goods;
     (d) Goods (other than Inventory), equipment, vehicles, and fixtures,
together with accessions thereto and replacement parts therefor, but excluding
property used exclusively for personal, household, or family use;
     (e) All monies, accounts, deposits, and property now or at any time
     hereafter in the possession or under the control of Secured Party or its
     bailee; (f) All books and records, including without limitation customer
     lists, credit files, computer programs, printouts, and other materials and
     records,
pertaining to any of the foregoing;
     (g) All documents of title evidencing or issued with respect to any of the
foregoing; and
     (h) All proceeds and products of all of the foregoing, including without
limitation proceeds of insurance policies insuring the foregoing.




                                                 Westmark Group Holdings, Inc.


                                                 By:     Irving H. Bowen
                                                 Its:    Treasurer



<PAGE>
<TABLE>
<CAPTION>


                                STATE OF FLORIDA
<S>                                                           <C>                                                    <C>
UNIFORM COMMERCIAL CODE                                       FINANCING STATEMENT                           FORM UCC-1 (REV. 1993)
                    This Financing Statement is presented to a filing officer for filing pursuant to the Uniform Commercial Code.
  ----------------------------------------------------------------------------------------------------------------------------------
  1.  Debtor (Last Name First if an Individual                                                  1a.  Date of Birth or FEI#
       Westmark Group Holdings, Inc.
  ----------------------------------------------------------------------------------------------------------------------------------
  1b. Mailing Address                                            1c. City, State                                     1.d  Zip Code
      8000 North Federal Highway                                 Boca Raton                     FL                   33487
  ----------------------------------------------------------------------------------------------------------------------------------
  2.  Additional Debtor or Trade Name (Last Name First if an Individual)                        2a.  Date of Birth or FEI#

  ----------------------------------------------------------------------------------------------------------------------------------
  2b. Mailing Address                                            2c. City, State                                     2.d  Zip Code

  ----------------------------------------------------------------------------------------------------------------------------------
  3.  Secured Party (Last Name First if an Individual) Northern Trust Bank of
      Florida, N.A.
  ----------------------------------------------------------------------------------------------------------------------------------
  3b. Mailing Address                                            3c. City, State                                     3.d  Zip Code
      301 Yamato Road                                            Boca Raton                     FL                   33431

  ----------------------------------------------------------------------------------------------------------------------------------
  4.  Assignee of Secured Party (Last Name First if an Individual)

  ----------------------------------------------------------------------------------------------------------------------------------
  4b. Mailing Address                                            4c. City, State                                     4.d  Zip Code

  ----------------------------------------------------------------------------------------------------------------------------------
  5.  This Financing Statement covers the following types or items of property
      [include description of real property on which located and owner of record
      when required. If more space is required, attach additional sheet(s)].



      See Attached









  ----------------------------------------------------------------------------------------------------------------------------------
  6.     Check     only    if  [ ] Products of collateral are also      [ ] Proceeds  of  collateral  are    [ ] Debtor is
  Applicable:                  covered                                  also covered                         transmitting utility.
  ----------------------------------------------------------------------------------------------------------------------------------
  7.  Check appropriate box:   [X] All documentary stamp taxes due and payable or to become due and payable pursuant to s. 201.22
  (One box must be marked)      F.S., have been paid
                               [ ] Florida Documentary Stamp Tax is not required.
  ----------------------------------------------------------------------------------------------------------------------------------
  8.  In accordance with s. 679.402(2), F.S., this statement is filed without
      the 9. Number of additional sheets presented: Debtor's signature to
      perfect a security interest in collateral: ________
  [ ]  already  subject to a security  interest  in another  jurisdiction  when it was
      brought into this state or debtor's location changed to this state.                   ----------------------------------------
  [ ]  which  is  proceeds  of the  original  collateral  described  above  in which a        This Space for Use of Filing Officer
      security interest was perfected.
  [ ]  as to which the filing has lapsed.  Date filed  __________________________  and
      previous UCC-1 file number ___________________________________.
  [ ]  acquired  after a change  of name,  identity,  or  corporate  structure  of the
      debtor.

  ----------------------------------------------------------------------------------------
  10.  Signature(s) of Debtor(s)  Westmark Group Holdings, Inc.

      Irving H. Bowen, its Treasurer

  -----------------------------------------------------------------------------------------
  11.  Signature(s) of Secured Party or if Assigned, by Assignee(s)

       Steven L. Arbogast

  -----------------------------------------------------------------------------------------
  12.  Return Copy to:

  Name              Carla Salcito
                    Northern Trust Bank of Florida, N.A.
  Address           301 Yamato Rd.
                    Boca Raton, FL  33431
  Address

  City, State, Zip


  ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                           STANDARD FORM - FORM UCC-1


<PAGE>
                                    EXHIBIT A
                                       to
                               Financing Statement
                                       of
                          Westmark Group Holdings, Inc.
                          -----------------------------
                in favor of Northern Trust Bank of Florida, N.A.
                             (Consisting of 1 page)


All of Debtor's right, title and interest in the following property or types of
property whether now existing or hereafter arising or acquired, wherever
located:
     (a) Accounts (including without limitation all rights to payment for
services or the Inventory, however arising), leases, chattel paper, contract
rights, instruments, life insurance policies, and documents;
     (b) General intangibles (including without limitation inventions, designs,
patents, patent applications, trademarks, trade names, copyrights, licenses,
leasehold interests, tax refund claims, guaranty claims, and security interests
or other security held by Debtor to secure accounts);
     (c) Inventory, including without limitation returned and repossessed goods;
     (d) Goods (other than Inventory), equipment, vehicles, and fixtures,
together with accessions thereto and replacement parts therefor, but excluding
property used exclusively for personal, household, or family use;
     (e) All monies, accounts, deposits, and property now or at any time
     hereafter in the possession or under the control of Secured Party or its
     bailee; (f) All books and records, including without limitation customer
     lists, credit files, computer programs, printouts, and other materials and
     records,
pertaining to any of the foregoing;
     (g) All documents of title evidencing or issued with respect to any of the
foregoing; and
     (h) All proceeds and products of all of the foregoing, including without
limitation proceeds of insurance policies insuring the foregoing.




                                                  Westmark Group Holdings, Inc.


                                                  By:     Irving H. Bowen
                                                  Its:    Treasurer



<PAGE>
<TABLE>
<CAPTION>


                                STATE OF FLORIDA
<S>                                                           <C>                                                             <C>
UNIFORM COMMERCIAL CODE                                       FINANCING STATEMENT                             FORM UCC-1 (REV. 1993)
                 This Financing Statement is presented to a filing officer for filing pursuant to the Uniform Commercial Code.
  ----------------------------------------------------------------------------------------------------------------------------------
  1.  Debtor (Last Name First if an Individual                                                  1a.  Date of Birth or FEI#
       Westmark Mortgage Corporation
  ----------------------------------------------------------------------------------------------------------------------------------
  1b. Mailing Address                                            1c. City, State                                     1.d  Zip Code
      8000 North Federal Highway                                 Boca Raton                     FL                   33487
  ----------------------------------------------------------------------------------------------------------------------------------
  2.  Additional Debtor or Trade Name (Last Name First if an Individual)                        2a.  Date of Birth or FEI#

  ----------------------------------------------------------------------------------------------------------------------------------
  2b. Mailing Address                                            2c. City, State                                     2.d  Zip Code

  ----------------------------------------------------------------------------------------------------------------------------------
  3.  Secured Party (Last Name First if an Individual) Northern Trust Bank of
      Florida, N.A.
  ----------------------------------------------------------------------------------------------------------------------------------
  3b. Mailing Address                                            3c. City, State                                     3.d  Zip Code
      301 Yamato Road                                            Boca Raton                     FL                   33431

  ----------------------------------------------------------------------------------------------------------------------------------
  4.  Assignee of Secured Party (Last Name First if an Individual)

  ----------------------------------------------------------------------------------------------------------------------------------
  4b. Mailing Address                                            4c. City, State                                     4.d  Zip Code

  ----------------------------------------------------------------------------------------------------------------------------------
  5.  This Financing Statement covers the following types or items of property
      [include description of real property on which located and owner of record
      when required. If more space is required, attach additional sheet(s)].



      See Attached









  ----------------------------------------------------------------------------------------------------------------------------------
  6.     Check     only    if  [ ]  Products of collateral are also     [ ]  Proceeds  of  collateral  are    [ ] Debtor is
  Applicable:                  covered                                  also covered                           transmitting utility.
  ----------------------------------------------------------------------------------------------------------------------------------
  7.  Check appropriate box:   [ ] All documentary  stamp taxes due and payable or to become due and payable  pursuant to s. 201.22
  (One box must be marked)     F.S., have been paid
                               |X| Florida Documentary Stamp Tax is not required.
  ----------------------------------------------------------------------------------------------------------------------------------
  8.  In accordance with s. 679.402(2), F.S., this statement is filed without
      the 9. Number of additional sheets presented: Debtor's signature to
      perfect a security interest in collateral: ________
  [ ]   already  subject to a security  interest  in another  jurisdiction  when it was
      brought into this state or debtor's location changed to this state.                   ----------------------------------------
  [ ]   which  is  proceeds  of the  original  collateral  described  above  in which a        This Space for Use of Filing Officer
      security interest was perfected.
  [ ]  as to which the filing has lapsed.  Date filed  __________________________  and
      previous UCC-1 file number ___________________________________.
  [ ]   acquired  after a change  of name,  identity,  or  corporate  structure  of the
      debtor.

  ----------------------------------------------------------------------------------------
  10.  Signature(s) of Debtor(s)  Westmark Mortgage Corporation

      Irving H. Bowen, its Treasurer

  -----------------------------------------------------------------------------------------
  11.  Signature(s) of Secured Party or if Assigned, by Assignee(s)

       Steven L. Arbogast

  -----------------------------------------------------------------------------------------
  12.  Return Copy to:

  Name              Carla Salcito
                    Northern Trust Bank of Florida, N.A.
  Address           301 Yamato Rd.
                    Boca Raton, FL  33431
  Address

  City, State, Zip


  ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                           STANDARD FORM - FORM UCC-1


<PAGE>
                                    EXHIBIT A
                                       to
                               Financing Statement
                                       of
                          Westmark Mortgage Corporation
                          -----------------------------
                in favor of Northern Trust Bank of Florida, N.A.
                             (Consisting of 1 page)


All of Debtor's right, title and interest in the following property or types of
property whether now existing or hereafter arising or acquired, wherever
located:
     (a) Accounts (including without limitation all rights to payment for
services or the Inventory, however arising), leases, chattel paper, contract
rights, instruments, life insurance policies, and documents;
     (b) General intangibles (including without limitation inventions, designs,
patents, patent applications, trademarks, trade names, copyrights, licenses,
leasehold interests, tax refund claims, guaranty claims, and security interests
or other security held by Debtor to secure accounts);
     (c) Inventory, including without limitation returned and repossessed goods;
     (d) Goods (other than Inventory), equipment, vehicles, and fixtures,
together with accessions thereto and replacement parts therefor, but excluding
property used exclusively for personal, household, or family use;
     (e) All monies, accounts, deposits, and property now or at any time
     hereafter in the possession or under the control of Secured Party or its
     bailee; (f) All books and records, including without limitation customer
     lists, credit files, computer programs, printouts, and other materials and
     records,
pertaining to any of the foregoing;
     (g) All documents of title evidencing or issued with respect to any of the
foregoing; and
     (h) All proceeds and products of all of the foregoing, including without
limitation proceeds of insurance policies insuring the foregoing.




                                                 Westmark Mortgage Corporation


                                                 By:     Irving H. Bowen
                                                 Its:    Treasurer




<PAGE>
<TABLE>
<CAPTION>


                                STATE OF FLORIDA
<S>                                                           <C>                                         <C>
UNIFORM COMMERCIAL CODE                                       FINANCING STATEMENT                         FORM UCC-1 (REV. 1993)
                     This Financing Statement is presented to a filing officer for filing pursuant to the Uniform Commercial Code.
  ----------------------------------------------------------------------------------------------------------------------------------
  1.  Debtor (Last Name First if an Individual                                                  1a.  Date of Birth or FEI#
       Westmark Mortgage Corporation
  ----------------------------------------------------------------------------------------------------------------------------------
  1b. Mailing Address                                            1c. City, State                                      1.d  Zip Code
      8000 North Federal Highway                                 Boca Raton                     FL                    33487
  ----------------------------------------------------------------------------------------------------------------------------------
  2.  Additional Debtor or Trade Name (Last Name First if an Individual)                        2a.  Date of Birth or FEI#

  ----------------------------------------------------------------------------------------------------------------------------------
  2b. Mailing Address                                            2c. City, State                                      2.d  Zip Code

  ----------------------------------------------------------------------------------------------------------------------------------
  3.  Secured Party (Last Name First if an Individual) Northern Trust Bank of
      Florida, N.A.
  ----------------------------------------------------------------------------------------------------------------------------------
  3b. Mailing Address                                            3c. City, State                                      3.d  Zip Code
      301 Yamato Road                                            Boca Raton                     FL                    33431

  ----------------------------------------------------------------------------------------------------------------------------------
  4.  Assignee of Secured Party (Last Name First if an Individual)

  ----------------------------------------------------------------------------------------------------------------------------------
  4b. Mailing Address                                            4c. City, State                                      4.d  Zip Code

  ----------------------------------------------------------------------------------------------------------------------------------
  5.  This Financing Statement covers the following types or items of property
      [include description of real property on which located and owner of record
      when required. If more space is required, attach additional sheet(s)].



      See Attached









  ----------------------------------------------------------------------------------------------------------------------------------
  6.     Check     only    if  [ ] Products of collateral are also     [ ]   Proceeds  of  collateral  are     [ ] Debtor is
  Applicable:                  covered                                  also covered                           transmitting utility.
  ----------------------------------------------------------------------------------------------------------------------------------
  7.  Check appropriate box:   [ ] All documentary  stamp taxes due and payable or to become due and payable  pursuant to s. 201.22
  (One box must be marked)     F.S., have been paid
                               [X] Florida Documentary Stamp Tax is not required.
  ----------------------------------------------------------------------------------------------------------------------------------
  8.  In accordance with s. 679.402(2), F.S., this statement is filed without
      the 9. Number of additional sheets presented: Debtor's signature to
      perfect a security interest in collateral: ________
  [ ]   already  subject to a security  interest  in another  jurisdiction  when it was
      brought into this state or debtor's location changed to this state.                   ----------------------------------------
  [ ]   which  is  proceeds  of the  original  collateral  described  above  in which a        This Space for Use of Filing Officer
      security interest was perfected.
  [ ]  as to which the filing has lapsed.  Date filed  __________________________  and
      previous UCC-1 file number ___________________________________.
  [ ]   acquired  after a change  of name,  identity,  or  corporate  structure  of the
      debtor.

  ----------------------------------------------------------------------------------------
  10.  Signature(s) of Debtor(s)  Westmark Mortgage Corporation

      Irving H. Bowen, its Treasurer

  -----------------------------------------------------------------------------------------
  11.  Signature(s) of Secured Party or if Assigned, by Assignee(s)

       Steven L. Arbogast

  -----------------------------------------------------------------------------------------
  12.  Return Copy to:

  Name              Carla Salcito
                    Northern Trust Bank of Florida, N.A.
  Address           301 Yamato Rd.
                    Boca Raton, FL  33431
  Address

  City, State, Zip


  ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                           STANDARD FORM - FORM UCC-1


<PAGE>


                                    EXHIBIT A
                                       to
                               Financing Statement
                                       of
                          Westmark Mortgage Corporation
                          -----------------------------
                in favor of Northern Trust Bank of Florida, N.A.
                             (Consisting of 1 page)


All of Debtor's right, title and interest in the following property or types of
property whether now existing or hereafter arising or acquired, wherever
located:
     (a) Accounts (including without limitation all rights to payment for
services or the Inventory, however arising), leases, chattel paper, contract
rights, instruments, life insurance policies, and documents;
     (b) General intangibles (including without limitation inventions, designs,
patents, patent applications, trademarks, trade names, copyrights, licenses,
leasehold interests, tax refund claims, guaranty claims, and security interests
or other security held by Debtor to secure accounts);
     (c) Inventory, including without limitation returned and repossessed goods;
     (d) Goods (other than Inventory), equipment, vehicles, and fixtures,
together with accessions thereto and replacement parts therefor, but excluding
property used exclusively for personal, household, or family use;
     (e) All monies, accounts, deposits, and property now or at any time
     hereafter in the possession or under the control of Secured Party or its
     bailee; (f) All books and records, including without limitation customer
     lists, credit files, computer programs, printouts, and other materials and
     records,
pertaining to any of the foregoing;
     (g) All documents of title evidencing or issued with respect to any of the
foregoing; and
     (h) All proceeds and products of all of the foregoing, including without
limitation proceeds of insurance policies insuring the foregoing.




                                                Westmark Mortgage Corporation


                                                By:     Irving H. Bowen
                                                Its:    Treasurer



<PAGE>


                               NORTHERN TRUST BANK



                                CLOSING STATEMENT


Borrower:                  Westmark Group Holdings, Inc.

Lender:                    Northern Trust Bank of Florida, N.A.

Date:                      April 30, 1999

Loan Amount:                                 $150,000.00

Deductions:       Documentary Stamps              525.00
                  UCC Filings                      77.00
                  Credit reports                   65.24

Net Proceeds available:                      $149,332.76


Approved

Westmark Group Holdings, Inc.


______________________________
Irving H. Bowen, its Treasurer


NORTHERN TRUST BANK OF FLORIDA, N.A.

By: _______________________________________
         Steven L. Arbogast, Vice President