April 29, 1999



Mr. Irving H. Bowen
Westmark Group Holdings, Inc.
8000 N.  Federal Highway
Boca Raton, FL 33487

Re:      $150,000 Line of Credit to Westmark Group Holdings, Inc.

Dear Mr.  Bowen:

We are pleased to advise you that Northern Trust Bank of Florida, N.A., a
national lending association (the "Lender") agrees to make to the Borrower, and
by acceptance of this letter, the Borrower agrees to accept, a loan (the "Loan")
in the amount and upon and subject to the terms and conditions set forth below.

1.       The Borrower.  The Borrower shall be Westmark Group Holdings, Inc.

2.       The Guarantor. The Loan shall require the unconditional guaranty of
         Westmark Mortgage Corporation for the performance and payment of all
         obligations of the Borrower to the Lender.

3.       Amount of the Loan.  The maximum amount of the revolving line of credit
         shall be one Hundred and Fifty Thousand and no/100 Dollars ($150,000).

4.       Use of the Proceeds.  Proceeds of the Line of Credit shall be used
         solely for the purpose of providing short terms working capital needs
         of the Borrower.

5. Repayment of the Loan.

         5.1 Borrower shall make monthly interest only payments on principal
amounts outstanding from time to time. The principal balance of the line of
credit is due at maturity (one year from the date of the loan documents) unless
the Lender agrees to renew the line of credit.

         5.2 Borrower is required to have a clean up period of thirty (30)
consecutive days sometime prior to the maturity of the line of credit.

         5.3 Prepayment of amounts outstanding under the Loan shall be permitted
without premium or penalty.

6.       Interest. Except in the event of default, interest on principal amounts
         outstanding from time to time shall accrue at the Prime Rate plus 1% of
         the Lender. For purposes of this letter-and the Loan, the Prime Rate
         shall be the annual rate of interest as announced and established by
         the Lender from time to time as it's prime rate. Such rate is used as a
         reference rate for the information and use of the Lender in

                                       1
<PAGE>

         establishing actual rates to be charged to its borrowers. The Prime
         Rate does not constitute the rate of interest actually charged by the
         Lender to borrowers of any particular degree of credit-worthiness.

         6.1 The Interest Rate shall be computed on a 360 day year basis and
calculated on the actual number of days elapsed (i.e., interest for each day
during which any of the principal amount is outstanding shall be computed at the
annual interest rate divided by 360).

7.       Security for the Loan. All amounts outstanding under the Loan shall be
         secured by a priority security interest in favor of the Lender in all
         of the corporate assets owned by the Borrower (collectively, the
         "Collateral"). The Loan will also be secured by a priority security
         interest in favor of the Lender in all of the corporate assets owned by
         the corporate Guarantor which is Westmark Mortgage Corporation. The
         Loan shall also be secured by such additional security documents, as
         are required by the Lender in its sole and absolute discretion.

8.       Other Liens, Encumbrances, Mortgages and Debt. The Borrower shall not
         permit the existence of any lien, encumbrance, or mortgage, upon the
         collateral, except in favor of the Lender. The Loan documents shall
         provide that the granting or occurrence of any such lien, encumbrance
         or mortgage upon any part of the collateral or the sale, transfer or
         conveyance of all or any portion of the collateral (except as to
         inventory, in the ordinary course of business), or any interest
         therein, shall constitute a default under the Loan.

9.       Insurance. At least 14 days prior to closing, the Borrower shall
         deliver to the Lender an original paid-up commercial property insurance
         policy with full replacement cost coverage (before co-insurance) as to
         the Collateral, and a general liability insurance policy, both in such
         a form and in amounts as shall be satisfactory to the Lender in its
         sole and absolute discretion. The Lender reserves the right to approve
         the insurance company or companies furnishing any policies. The Lender
         shall be named as the loss payee on all such policies, to the extent
         that its interest may appear, and additionally, the Lender shall be
         entitled to receive 30 days prior written notice of the cancellation,
         amendment or failure to renew any such policy.

10. Opinion of Borrower's Counsel. Prior to or at the closing of the Loan, the
Borrower and Guarantor(s) certifies, without limitation that:

         10.1 the Borrower and Guarantor(s) are duly organized and a valid
existing entity in good standing under the laws of its respective state of
incorporation or formation and have the legal capacity to own, mortgage, lease
and operate real property and to otherwise transact business under the laws of
the State of Florida.

         10.2 all of the Loan documents are valid, binding and enforceable in
accordance with their terms and legally convey to the Lender all of the rights
as stated in the Loan documents and purported to be conveyed by the Loan
documents;

         10.3 the Borrower and the Guarantors have the full right and legal
authority to carry out the terms of this letter and any Loan document required
or contemplated by this letter;

         10.4 no material litigation or material claim is pending against the
Borrower or the Guarantor(s) which would affect the title or value of the
Collateral;


                                       2
<PAGE>

         10.5 the Borrower has complied with all applicable federal, state and
local laws and regulations;

         10.6 neither the Loan nor repayment of the Loan violates in any manner
the usury laws of the State of Florida, and the manner and payment of interest
and all charges required to be paid under the Loan (which charges may include,
without limitation, any prepaid interest, service charges, participation,
payments, profit percentages, equity participation, additional interest,
commitment fees, brokerage fees, interest and other reserves, loan management
fees, and all other charges contemplated under this letter, if any) are neither
illegal nor usurious in any manner under the laws of the State of Florida.

11.      Affirmative Covenants. So long as this Note or any other liabilities of
         any Borrower hereunder shall remain unpaid, the Borrower and
         Guarantor(s) agree that they will:

         11.1 Reporting Requirements.  Furnish to the Lender:

         a. As soon as available, but in any event not later than one hundred
twenty (120) days after the close of each fiscal year, Lender shall be provided
with a copy of the balance sheet of the corporate Borrowers and Guarantors, for
such fiscal year as at the end of such fiscal year, and related statements of
income and retained earnings and changes in financial position of Borrowers and
Guarantors, setting forth in comparative form, the corresponding figures for the
preceding fiscal year, all in reasonable detail, prepared in accordance with
generally accepted accounting principles applied on a basis consistently
maintained throughout the period involved and with the prior year, such
financial statements to be audited financial statements by independent certified
public accountants of recognized standing acceptable to the Lender.

         b. As soon as available, but in any event not later than forty-five
(45) days after the close of each quarterly period, Lender shall be provided
with balance sheets of the corporate Borrowers and Guarantors for such quarterly
period; related financial statements, including related statements of income and
retained earnings; all in reasonable detail, prepared in accordance with
generally accepted accounting principles applied on a basis consistently
maintained throughout the period involved and with prior periods all to be in
form and substance acceptable to Lender, such financial statements to be
prepared by Borrower and certified by the chief financial officer of Borrower
and Guarantors as true and correct. Such statements shall be accompanied in each
case by a Covenant Compliance Certificate executed by the Chief Executive
officer of the Borrower and Guarantor.

         c. The corporate Borrower and Guarantor shall at all reasonable times
and from time to time allow the Lender, by or through any of its officers,
agents, attorneys, or accountants, to audit, examine, or inspect or make
extracts from the Borrower's and Guarantors books and records and those of any
related company; and shall do, make, execute and deliver all such additional and
further acts, things, deeds, assurance and instruments as the Lender may require
more completely to vest in and assure to the Lender its rights hereunder or in
any collateral and to carry into effect the provisions and intent of this
Commitment Letter.

         d. Promptly, such additional financial and other information,
including, without limitation, financial statements of the Borrower and
Guarantor and information regarding the Collateral, as the Lender may from time
to time reasonably request.

                                       3
<PAGE>

         11.2 Maintenance of Existence and Properties. Maintain its corporate
existence and obtain and maintain all rights, privileges, licenses, approvals,
franchises, properties and assets necessary or desirable in the normal conduct
of its business, and comply with all Contractual obligations and Requirements of
law (including, without limitation, any Requirements of Law under or in
connection with ERISA), except where the failure to so comply is not likely to
have a material adverse effect on the business, operations, assets or financial
or other condition of the Borrower or on the Collateral or the Collateral Value
of the Borrowing Base.

         11.3 Notices. Promptly give written notice to the Lender of:

         a. The occurrence of any potential defaults or event of default known
to responsible management personnel of the Borrower and/or Guarantor and the
proposed method of cure thereof.

         b. Any litigation or proceeding affecting the Borrower, the Guarantor
or the Collateral which could have a material adverse effect on the Collateral,
the Collateral Value of the Borrowing Base of the business, operations,
property, or financial or other condition of the Borrower or the Guarantor.

         c. A material adverse change known to responsible management personnel
of the Borrower and/or Guarantor in the business, operations, property or
financial or other condition of the Borrower or the Guarantor.

         d. Any changes in the following senior management positions of the
Company: President, Chief Financial officer or operations Manager.

         e. Any acquisition, purchase, redemption, retirement, transfer or
issuance of any shares of the Borrower's capital stock (including without
limitation any options or warrants relating thereto).

12.      Negative Covenants. So long as this Note or any other liabilities of
         any Borrower hereunder shall remain unpaid, the Borrowers and corporate
         Guarantors agree that they will not, without the prior written consent
         of the Lender:

         12.1 Other Indebtedness. Incur, permit to remain outstanding, assume or
in any way become committed for indebtedness with respect to borrowed money,
except (i) indebtedness incurred hereunder or to the Lender.

         12.2 Liens. Create, suffer or permit to exist any lien or encumbrance
of any kind or nature upon any of its assets now or hereafter owned or acquired,
or acquire or agree to acquire any property or assets of any character under any
conditional sale agreement or other title retention agreement; but this
subparagraph shall not be deemed to apply to (i) liens of contractors, laborers,
or supplymen, tax liens, or liens securing performance or appeal bonds or other
similar liens or charges arising out of the Borrower's or corporate Guarantors
business, provided that tax liens are removed before related taxes become
delinquent and other liens are promptly removed, in either case unless contested
in good faith and by appropriate proceedings.

         12.3 Consolidation and Merger; Change of Business. Liquidate or
dissolve, or enter into any consolidation, merger, partnership, joint venture,
syndicate or other combination, or make any change in the nature of its business


                                       4
<PAGE>

as a mortgage banker as presently conducted (except, in the case of activities
covered previously, with the prior consent of the Lender, which consent shall
not be unreasonably withheld).

         12.4 Acquisitions. Without the prior consent of the Lender (which
consent shall not be unreasonable withheld), purchase or acquire or incur
liability for the purchase or acquisition of any or all of the assets or
business of any person, other than in the normal course of business as currently
conducted (it being expressly agreed and understood that the acquisition of
non-recourse servicing is a normal course of business activity and that the
acquisition of recourse servicing is not a normal course of business activity).

         12.5 Leverage Ratio. Permit the ratio at any date of Total Liabilities
to Adjusted Tangible Net Worth to be more than 15.0:1.0.

         12.6 Minimum Book Net Worth Permit Book Net Worth to be less than
$1,000,000.

         12.7 Current Ratio. Permit the ratio at any date of total current
assets of the Borrower, Guarantor and its consolidated Subsidiaries (including
without limitation the Company) to total current liabilities of the Borrower,
Guarantor and its consolidated Subsidiaries (including without limitation the
Borrower), each as determined in accordance with GAAP, to be less than 0.85:1.0.

         12.8 Dividends. During any fiscal year, declare and pay any dividends,
or return any capital, to its shareholders or authorize or make any other
distribution, payment or delivery of property or cash to its shareholders as
such, or redeem, retire, purchase or otherwise acquire, directly or indirectly,
for a consideration, any shares of any class of its capital stock now or
hereafter outstanding (or any option or warrants issued by it for or with
respect to its capital stock), or set aside any funds for any of the foregoing
purposes, in an aggregate amount in excess of fifty percent (50%) of the income
of the Borrower available to shareholders for such fiscal year as determined in
accordance with GAAP.

13.      Loan Documents. The Borrower and/or Guarantor(s) shall be required to
         execute and deliver to the Lender at the closing a promissory note and
         a security agreement or a loan and security agreement. Additionally,
         the Borrower and/or Guarantor(s) shall execute and deliver or cause to
         be executed and delivered to the Lender at the closing all of such
         other documents as the Lender shall deem appropriate, in its sole and
         absolute discretion, including, without limitation, promissory notes,
         guarantees, security agreements, loan and security agreements, UCC- 1
         Financing Statements, consents, opinions of counsel for Borrower and/or
         Guarantor(s) and subordination agreements. Each and every of the
         documents required by the Lender shall contain such provisions as the
         Lender in its sole and absolute discretion shall deem appropriate
         (including, without limitation, provisions concerning events of
         default, default rates of interest, changes in control, remedies of the
         Lender, financial information to be provided to the Lender, warranties
         and representations and affirmative and negative covenants).

14.      Closing Costs. The Borrower shall be responsible for the payments of
         all costs incurred in connection with making and securing the Loan,
         including, but not limited to, all recording Lender's fees and costs,
         and all other expenses incurred by the Lender in connection with the
         issuance of this letter or the closing of the Loan. The Borrower
         recognizes and accepts its responsibility for payment of all such
         costs, whether or not the Loan is actually closed or funded.

15.      Waiver. No waiver of any provisions of this letter by the Lender shall
         constitute a waiver of any future matter of similar import or any other
         matter at any time in the future. This letter constitutes the entire
         understanding of the parties with respect to the matters referred to in
         this letter, and no modification hereof shall be binding unless written
         and signed by the party against whom said modification is sought to be
         enforced. Wherever applicable, the terms of this letter shall be
         applicable to the Loan, except to the extent that a particular
         provision is in conflict with any subsequent documents signed or
         required by the Lender.

                                       5
<PAGE>

16.      Closing Date. The parties agree that the closing of the Loan shall
         occur no later than May 7, 1999.

17.      Time is of the Essence. Time is of the essence with respect to the
         Borrower's obligations under this letter.

18.      Survival Provisions. The obligations of the Borrower contained in this
         letter shall survive the closing of the Loan, unless otherwise provided
         in the Loan documents.

19.      Brokerage. The Lender shall not be obligated to pay any fee, charges or
         commissions in connection with the Loan, and the Borrower agrees by the
         acceptable of this letter to indemnify and hold the Lender harmless
         from any and all claims, including, but not necessarily limited to,
         brokerage claims arising out of or in connection with this transaction.

20.      Assignment. This letter shall not be transferred, assigned or sold by
         the Borrower.

21.      Applicable Law. This letter and the Loan documents, and the enforcement
         thereof shall be governed by the laws of the State of Florida without
         regards to principles of conflicts of laws.

22.      Entire Agreement. The parties confirm that this letter contains their
         complete understanding concerning this transaction as of the effective
         date of this letter and that it supersedes all prior agreements between
         the parties on this matter.

23.      Time of Acceptance. This letter shall become null and void unless
         accepted by you by signing a copy of this letter and returning the same
         to the undersigned representative of the Lender not later than 5:00
         P.M. on May 7, 1999.

24.      Termination. The Lender may terminate its obligations under this letter
         at any time prior to closing of the Loan upon:

         24.1 the Borrowers and/or Guarantors failure to comply with the terms
of this letter or any reasonable requirements imposed upon the Borrower and/or
Guarantor by the Lender;

         24.2 the Borrower and/or Guarantor making any statement or providing
any information to the Lender (whether oral or written) to obtain the Loan or in
connection with the Loan which is false or misleading;

         24.3 the occurrence of any adverse change in the Borrowers and/or
Guarantors respective financial condition, as determined in the sole and
absolute discretion of the Lender;

                                       6
<PAGE>

25.      Waiver of Jury Trial. BY THE EXECUTION OF THIS COMMITMENT, THE LENDER
         AND THE BORROWER AGREE TO WAIVE THE RIGHT TO JURY TRIAL IN ANY SUIT,
         ACTION OR PROCEEDING BROUGHT DIRECTLY OR INDIRECTLY IN CONNECTION WITH
         THIS LETTER AND ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS LETTER, OR
         IN ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER WRITTEN
         OR ORAL) OR ACTIONS OR OMISSIONS OF ANY PARTY TO THIS LETTER. BY THE
         EXECUTION OF THIS LETTER, THEY ACKNOWLEDGE AND AGREE THAT (A) EACH
         AGREEMENT, INSTRUMENT OR OTHER DOCUMENT TO BE EXECUTED AND DELIVERED BY
         THE BORROWER, ANY GUARANTOR OR THE LENDER IN CONNECTION WITH THE
         TRANSACTIONS CONTEMPLATED BY THIS LETTER SHALL CONTAIN PROVISIONS UNDER
         WHICH THE PARTIES SHALL WAIVE THE RIGHT TO JURY TRIAL, (B) THAT THE
         WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO THE LENDER ISSUING
         THIS LETTER, (C) THAT THE LENDER'S POLICIES REQUIRE THE WAIVER OF JURY
         TRIAL PROVISIONS, AND (D) THAT NO OFFICER OF THE LENDER HAS THE
         AUTHORITY TO MODIFY THE TERMS OF THE WAIVER.

Sincerely,

NORTHERN TRUST BANK OF FLORIDA, N.A.


By:_________________________________________
         Steven L. Arbogast; Vice President


Agreed and Accepted the 30th day of April, 1999.

As to the Borrower:

Westmark Group Holdings, Inc.

By:________________________________________
         Irving H.  Bowen; Treasurer


As to the Guarantor:

Westmark Mortgage Corporation, Inc.

By:________________________________________
         Irving H.  Bowen; Treasurer


                                       7