PROMISSORY NOTE
                                 ---------------

                                                             _____________, 1998


         FOR VALUE RECEIVED, WESTMARK MORTGAGE CORPORATION, a California
corporation (the "Company"), hereby unconditionally promises to pay to the order
of FIRST UNION NATIONAL BANK, a national banking association (the "Lender"), at
its office located at One First Union Center, TW-06, 301 South College Street,
Charlotte, North Carolina 28288, in lawful money of the United States and in
immediately available funds, on the dates required under that certain Mortgage
Loan Warehousing Agreement dated as of _____________, 1998 by and between the
Company and the Lender (as the same may be amended, extended or replaced from
time to time, the "Agreement" and with the capitalized terms not otherwise
defined herein used with the meanings given such terms in the Agreement), the
principal amount of each Loan made under the Agreement.

         The Company further agrees to pay interest in like money and funds at
the office of the Lender referred to above, on the unpaid principal balance
hereof from the date advanced until paid in full on the dates and at the
applicable rates set forth in the Agreement. The holder of this Note is hereby
authorized to record the date and amount of each Loan, the date and amount of
each payment of principal and interest, and applicable interest rates and other
information with respect thereto, on the schedules annexed to and constituting a
part of this Note (or by any analogous method the holder hereof may elect
consistent with its customary practices) and any such recordation shall, absent
manifest error, constitute prima facie evidence of the accuracy of the
information so recorded; provided, however, that the failure to make a notation
or the inaccuracy of any notation shall not limit or otherwise affect the
obligations of the Company under the Credit Documents.

         This Note is the Note referred to in, and is entitled to all the
benefits of, the Agreement. Reference is hereby made to the Agreement and to the
Security Agreement for rights and obligations of payment and prepayment,
collateral security, Events of Default and the rights of acceleration of the
maturity hereof upon the occurrence of an Event of Default.

         The Company hereby waives presentment for payment, demand, protest and
notice of dishonor and nonpayment of this Note and agrees that no obligation
hereunder shall be discharged by reason of any extension, indulgence or
forebearance granted by any holder of this Note to any party now or hereafter
liable hereon. Any transferees of this Note, or endorser, guarantor or surety
paying this Note in full, shall succeed to all rights of Lender, and Lender
shall be under no further responsibility for the exercise thereof or the Loan
evidenced hereby. Nothing herein shall limit any right granted to Lender by
other instrument or by law.

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         This Note shall be governed by, and construed in accordance with, the
laws of the State of North Carolina, and is being executed and sealed by the
duly authorized officers of the Company as of the day and year first above
written.


                                           WESTMARK MORTGAGE CORPORATION,
                                           a California corporation



                                           By:__________________________________
                                              Name:_____________________________
                                              Title:____________________________




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