ASSET PURCHASE AGREEMENT


                                  By and Among


                               AFI MORTGAGE CORP.,

                                   as Seller,


                                       and


                         FIRST MORTGAGE INVESTMENT CO.,

                                    as Buyer





                             Dated February 4, 1997




<PAGE>

                                TABLE OF CONTENTS

1.   SALE AND PURCHASE OF ASSETS......................................... 1
     ---------------------------
     1.1      Sale and Purchase of Assets................................ 1
              ---------------------------
     1.2      Purchase Price............................................. 1
              --------------
     1.3      Installment Payments on "Unlocked" Pipeline................ 2
              -------------------------------------------
     1.4      Assumption of Certain Obligations.......................... 3
              ---------------------------------

2.   LEASE OF PREMISES................................................... 3
     -----------------
     2.1      Lease Agreement............................................ 3
              ---------------

3.   LEASE OF FURNITURE, FIXTURES AND EQUIPMENT.......................... 3
     ------------------------------------------
     3.1      Lease of FF&E.............................................. 3
              -------------
     3.2      Purchase Option............................................ 3
              ---------------

4.   PURCHASE OF PRODUCTION PLATFORM..................................... 3
     -------------------------------
     4.1      Production Platform........................................ 3
              -------------------

5.   INDEMNIFICATION..................................................... 4
     ---------------
     5.1      Indemnification............................................ 4
              ---------------

6.   CLOSING............................................................. 4
     -------
     6.1      Date, Time, and Place of Closing........................... 4
              --------------------------------
     6.2      Deliveries by Seller....................................... 4
              --------------------
     6.3      Deliveries by Buyer........................................ 6
              -------------------

7.   REPRESENTATIONS, WARRANTIES, AND COVENANTS.......................... 6
     ------------------------------------------
     7.1      Representations, Warranties, and Covenants of Seller....... 6
              ----------------------------------------------------
              7.1.1    Organization, Standing and Corporate Power........ 6
                       ------------------------------------------
              7.1.2    Corporate Authorization........................... 6
                       -----------------------
              7.1.3    Conflicting Agreements; No Liens.................. 6
                       --------------------------------
              7.1.4    Consents.......................................... 6
                       --------
              7.1.5    Title to Assets; Lack of Encumbrances............. 7
                       -------------------------------------
              7.1.6    Business Expenses................................. 7
                       -----------------
              7.1.7    Delivery of Documents............................. 7
                       ---------------------
              7.1.8    Disclosure........................................ 7
                       ----------
              7.1.9    No Changes in Assets.............................. 7
                       --------------------
              7.1.10   Title and Condition of Assets..................... 7
                       -----------------------------
     7.2      Representations, Warranties, and Covenants of Buyer........ 7
              ---------------------------------------------------
              7.2.1    Organization, Standing and Corporate Power........ 7
                       ------------------------------------------
              7.2.2    Corporate Authorization........................... 8
                       -----------------------



<PAGE>



              7.2.3    Disclosure................................... 8
                       ----------

8.     ADDITIONAL AGREEMENTS OF THE PARTIES......................... 8
       ------------------------------------
       8.1      Survival............................................ 8
                --------
       8.2      Payment of Costs.................................... 8
                ----------------
       8.3      Specific Performance................................ 8
                --------------------
       8.4      Additional Assurances............................... 8
                ---------------------
       8.5      Seller's Employees.................................. 8
                ------------------

9.     PRIOR TO CLOSING............................................. 9
       ----------------
       9.1      Access.............................................. 9
                ------
       9.2      Conduct of Business Pending Closing................. 9
                -----------------------------------
       9.3      Required Consents and Approvals.................... 10
                -------------------------------

10.    CLOSING CONDITIONS; RIGHT TO TERMINATE...................... 10
       --------------------------------------
       10.1     Conditions to Buyer's Obligations.................. 10
                ---------------------------------
       10.2     Conditions to Seller's Obligations................. 11
                ----------------------------------
       10.3     Right To Terminate................................. 11
                ------------------
       10.4      Post-Closing Obligations.......................... 11
                 ------------------------

11.    MISCELLANEOUS............................................... 12
       -------------
       11.1     Notices............................................ 12
                -------
       11.2     Time............................................... 12
                ----
       11.3     Law Governing...................................... 12
                -------------
       11.4     Confidentiality.................................... 12
                ---------------
       11.5     Publicity.......................................... 13
                ---------
       11.6     Expenses and Attorney Fees......................... 13
                --------------------------
       11.7     Entire Agreement; Amendments; Waivers.............. 13
                -------------------------------------
       11.8     Headings........................................... 13
                --------
       11.9     Incorporation of Exhibits and Schedules............ 13
                ---------------------------------------
       11.10    Binding Effect..................................... 13
                --------------
       11.11    Parties in Interest................................ 13
                -------------------
       11.12    Counterparts....................................... 13
                ------------



<PAGE>
                                    EXHIBITS
                                    --------



                  Exhibit     Assets

                  Exhibit     Obligations

                  Exhibit     Lease Agreement

                  Exhibit  Furniture, Fixtures & Equipment

                  Exhibit  Letter of Intent



<PAGE>
                            ASSET PURCHASE AGREEMENT
                            ------------------------



     THIS AGREEMENT,  made and entered into the 4th day of February 1997, by and
between  FIRST  MORTGAGE  INVESTMENT  CO., a Missouri  corporation  (hereinafter
referred  to as  "Buyer"),  and AFI  MORTGAGE  CORP.,  a  Nebraska  corporation,
(hereinafter referred to as "Seller").

                                    Recitals
                                    --------

     WHEREAS,  Seller is engaged in the  business of  soliciting,  funding,  and
selling residential mortgage loans (the "Business").

     WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from
Seller, on the terms and conditions set forth below, the Mortgage Pipeline Loans
(hereinafter  referred  to as the  "Assets")  of  Seller,  as defined in Section
hereof.

     WHEREAS,  Buyer  desires to lease from Seller  approximately  Ten  Thousand
(10,000)  square  feet  of  space  in the  building  owned  by  Seller,  as more
specifically described in Exhibit and certain office furniture and equipment, as
described in Exhibit , all on the terms, considerations and conditions set forth
in the Lease  Agreement,  Exhibit , attached hereto and  incorporated  herein by
reference.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  recitals  and  the
covenants  and  agreements  herein  contained  and for other  good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound, agree as follows:

                                    Agreement
                                    ---------

1. SALE AND PURCHASE OF ASSETS
   ---------------------------

     Sale and Purchase of Assets.  Subject to the terms and  conditions  of this
Agreement,  Seller hereby agrees to sell, transfer,  convey, assign, and deliver
the Assets to Buyer or his  assignee,  and Buyer  hereby  agrees to purchase and
acquire the Assets from Seller.  As used in this  Agreement,  the term  "Assets"
shall mean Seller's  mortgage  loans and Seller's  remote site contracts as more
specifically described in Exhibit hereto; provided, however the Assets shall not
include any contract not expressly being assumed by Buyer.

     Purchase  Price.  The  purchase  price for all of the Assets shall be fifty
percent  (50%) of the Net Profit of the Pipeline  (the  "Purchase  Price").  The
"Pipeline"  shall mean all loans for which an application  has been submitted as
of the close of business on the day before Closing.  The Purchase Price shall be
paid as follows:


                                        1

<PAGE>

          1.2.1 A down  payment  on the Date of Closing  equal to fifty  percent
(50%) of the Net  Profit  on the  "locked"  Pipeline.  "Locked"  Pipeline  shall
include  those loans where the resale  price of the Loan is committed to be paid
by an independent party; and

          1.2.2  Fifty  percent  (50%)  of the  Net  Profit  on  the  "unlocked"
Pipeline.  "Unlocked" Pipeline shall include all loans which are not "locked" as
defined  above,  which shall be paid on an  installment  basis as  described  in
Section hereof.

"Net Profit" shall mean, for purposes of this  Agreement,  (i) the amount loaned
to a customer of the Business plus all fees and points  collected  less (ii) the
resale proceeds of the loan plus commissions and overages. Neither Buyer nor any
assignee of Buyer's  interest  hereunder  is assuming nor shall either be liable
for any liabilities of Seller, including but not limited to:

          1.2.3 any national, state, or local taxes,

          1.2.4 any  liability  arising  from or claimed to have arisen from the
operation of the Business  prior to the Closing Date, as such term is defined in
Section (the "Closing Date"),

          1.2.5 any existing,  pending, or threatened litigation against Seller,
or

          1.2.6 any existing or future  obligation or liability of Seller to any
of its present or former  employees for severance pay, back pay,  benefits under
any retirement,  health  insurance,  savings,  or other form of employee benefit
plan,  or  otherwise,  all of which  obligations  and  liabilities  Seller shall
retain.

Seller shall pay all sales,  use, stamp,  and other transfer and excise taxes of
any type arising out of the transaction contemplated hereunder,  whether imposed
on Seller or Buyer.

     1.3 Installment Payments on "Unlocked" Pipeline.  Buyer shall pay to Seller
its fifty percent (50%) of the Net Profit on any  "unlocked"  loans,  which have
been closed and funded during each calendar month following the Closing,  within
three (3) business days of the end of each calendar month. Such payment shall be
made "plus or minus" any necessary adjustments,  which shall include, but not be
limited to, repricing or loan buy back. The installment  payments shall continue
until there are no loans left in the Pipeline, as defined in Section above.

     In the event the Net Profit for a given  calendar  month  results in a loss
which is the  result  of  Seller's  actions,  Seller  shall  repay the Buyer one
hundred  percent  (100%) of such loss amount,  or if not repaid  within five (5)
business  days of the date of demand,  the Buyer shall have an express  right of
set-off  against any other  amounts Buyer may owe Seller under this or any other
arrangement between the parties.

                                        2

<PAGE>

     1.4 Assumption of Certain Obligations.  Buyer shall have the right, but not
the obligation' to assume any or all of Seller's obligations described hereto on
Exhibit , by delivering to Seller  written notice of such election to assume any
or all of such liabilities on or prior to the Closing Date.  Failure by Buyer to
give such  written  notice to Seller shall be deemed an election by Buyer not to
assume any of such liabilities.

2. LEASE OF PREMISES.
   ------------------

     2.1 Lease  Agreement.  Buyer shall execute the Lease  Agreement,  Exhibit ,
attached hereto and incorporated herein by reference.

3. LEASE OF FURNITURE, FIXTURES AND EQUIPMENT
   ------------------------------------------

     3.1 Lease of FF&E.  Buyer shall lease from Seller the  furniture,  fixtures
and  equipment,  located  on the  Leased  Premises,  as  defined  in  the  Lease
Agreement,  and as more specifically  described in Exhibit , attached hereto and
incorporated  herein  by  reference,  for a term of three (3)  months  beginning
February 3, 1997. The parties may extend the term of the lease for an additional
thirty (30) day period upon the expiration of the initial term of the lease.  In
addition,  either party may terminate this lease at any time by giving the other
party thirty (30) days prior written notice. Buyer shall pay Seller, as rent, an
amount equal to Fifteen  Thousand Dollars  ($15,000.00) per month.  Each monthly
payment set forth  hereinabove  shall be due and payable in advance on the third
(3rd) day of each month with the first  payment due on February 3, 1997,  and on
the third (3rd) day of each and every month thereafter. All rent provided for in
this Section  shall be paid or mailed to AFI  Mortgage  Corp.,  5425  Martindale
Street,  Shawnee  Mission,  Kansas  66218,  or to such other payee or address as
Seller may designate in writing to Buyer.

In the  event  the  Seller  fails  to make  any  payments  due  pursuant  to the
underlying  leases, as more specifically  described in Exhibit hereto, and Buyer
makes such  payment on behalf of Seller,  Buyer  shall have an express  right of
set-off  against any other  amounts Buyer may owe Seller under this or any other
arrangement between the parties.

     3.2 Purchase Option.  The Seller grants to the Buyer the option to purchase
the  furniture,  fixtures and equipment  for an amount equal to the  outstanding
lease or at the appraised value,  whichever is greater, at any time after ninety
(90) days from the date of this Agreement.

4. PURCHASE OF PRODUCTION PLATFORM
   -------------------------------

     4.1 Production Platform.  In the event the transaction  contemplated by the
Letter of Intent, as shown in Exhibit , attached hereto and incorporated  herein
by  reference,  is not  consummated,  the Buyer  agrees to purchase the Seller's
Production Platform. For purposes of this

                                        3

<PAGE>


Agreement,  the  "Production  Platform"  shall mean all loans  originated  after
February 1, 1997 which were sourced in one of the "remote  sites"  identified in
Exhibit  hereto and  acquired by the Buyer under this  Agreement.  The  purchase
price for the Production  Platform  shall be one-eighth of a percent  (.125%) of
the gross principal amount of all loans in the Production Platform closed during
the twelve month period beginning  February 1, 1997 and ending February 1, 1998,
excluding  those loans already  purchased by Buyer  pursuant to this  Agreement.
Such amount is to be computed  on a monthly  basis.  In no event shall the total
purchase  price  exceed One  Hundred  Twenty-Five  Thousand  and No/100  Dollars
($125,000.00).  The Buyer shall apply any amount of the purchase price due under
this Section on a monthly basis against any amount Seller may owe Buyer pursuant
to the  Second  Mortgage  dated  March,  1996  between  FMIC,  AFI and  Advanced
Financial, Inc.

5. INDEMNIFICATION
   ---------------

     5.1  Indemnification.  In the event either party  breaches (or in the event
any third party alleges facts that, if true,  would mean the party had breached)
(the "Indemnifying Party") any of its representations, warranties, and covenants
contained in this  Agreement,  and, if there is an  applicable  survival  period
pursuant  to Section  hereof,  provided  that the party  suffering  any  Adverse
Consequences, the "Indemnified Party," makes a written claim for indemnification
against the Indemnifying  Party, the Indemnifying  Party agrees to indemnify the
Indemnified Party from and against the entirety of any Adverse  Consequences the
Indemnified  Party  may  suffer  through  and  after  the date of the  claim for
indemnification  (including any Adverse  Consequences the party may suffer after
the end of any  applicable  survival  period)  resulting  from,  arising out of,
relating  to, in the  nature  of, or caused by  misrepresentation  or breach (or
alleged  misrepresentation  or breach).  "Adverse  Consequences"  shall mean any
actions, suites, proceedings,  hearings,  investigations,  charges,  complaints,
claims, demands,  injunctions,  judgments,  orders, decrees,  rulings,  damages,
dues,  penalties,  fines,  costs,  amounts  paid  in  settlement,   liabilities,
obligations, taxes, liens, losses, expenses, and fees, including court costs and
reasonable attorneys' fees and expenses.

6. CLOSING
   -------

     6.1 Date,  Time, and Place of Closing.  The closing shall take place at the
offices of Shughart  Thomson & Kilroy,  P.C.,  Twelve  Wyandotte Plaza, 120 West
12th Street,  Kansas City,  Missouri on such date or time or at such other place
as Buyer and Seller may agree in writing (the "Closing Date").

     6.2 Deliveries by Seller. At the closing, Seller shall deliver to Buyer:

          6.2.1  Seller  shall  transfer  to Buyer  all  current  files,  books,
records,   accounts  receivable  records,   lists,  catalogs,   sales  promotion
literature,  customer and investor  lists,  employee  files,  contract files and
other business  information  and documents used by Seller in connection with the
Assets.

                                        4

<PAGE>

          6.2.2 Seller shall  transfer to Buyer any deposit funds held by Seller
for appraisal  fees,  credit reports or commitment  fees collected in connection
with any of the Assets purchased by and assigned to Buyer.

          6.2.3  Seller shall  deliver duly  executed  (and  acknowledged  where
appropriate)  assignments,  bills of sale, and other appropriate  instruments of
transfer as are, in the opinion of counsel for Buyer, effective to vest in Buyer
good and indefeasible title to all of the Assets.

          6.2.4 The opinion of Erickson & Sederstrom,  P.C.,  counsel to Seller,
dated the Closing Date, in form and substance reasonably  satisfactory to Buyer,
to the effect that:

               (a) Seller is a corporation  duly organized and validly  existing
in good standing  under the laws of Nebraska,  and is duly qualified and in good
standing to  transact  business as a foreign  corporation  in all  jurisdictions
where such qualification is required by reason of the transaction of business in
such jurisdiction by Seller or the ownership of property in such jurisdiction by
Seller, except where the failure to so qualify would not, individually or in the
aggregate,  have a material  adverse  effect on Seller or on the  conduct of the
Business;

               (b) Seller has duly executed  this  Agreement and Seller is bound
by the terms of this  Agreement in accordance  with its terms except as the same
may be limited by any  applicable  bankruptcy,  insolvency,  reorganization,  or
other laws  relating to or affecting  creditors'  rights  generally  and general
principles of equity;

               (c) all  necessary  corporate  actions  have  been  taken to duly
authorize the execution, delivery, and performance of this Agreement by Seller;

               (d) no approval  of any court,  governmental  agency  (other than
those described in such opinion which have been obtained and are then in effect)
or, to the  knowledge of such counsel,  other  person,  firm, or other entity is
required in order that this Agreement may be lawfully and validly consummated;

               (e) neither the execution and delivery of this  Agreement nor the
performance hereof in accordance with its terms is restricted by or in violation
of the terms of Seller's  articles or certificate of  incorporation,  bylaws, or
other charter documents or of any contract, mortgage,  indenture, order, decree,
or other  contractual  obligation of Seller, as regarding consent to transfer or
to which Seller or any of the Assets may be subject; and

               (f) the instruments of transfer  delivered to Buyer by the Seller
are sufficient in form to convey to Buyer good and merchantable  title to all of
the Assets conveyed thereby.

          6.2.5 A detailed list and  description of all furniture,  fixtures and
equipment, Exhibit , to be leased by Buyer pursuant to this Agreement; and


                                        5

<PAGE>

          6.2.6 All termination statements and other form of lien releases, duly
executed and in form and substance  satisfactory to Buyer, required to terminate
and release all security interests and liens on the Assets.

     6.3 Deliveries by Buyer. At the Closing, Buyer shall deliver to seller:

          6.3.1 A check  payable to Seller in the amount of the Purchase  Price,
net of any amounts assumed by Buyer pursuant to Section .

          6.3.2 Lease Agreement, substantially in the form of Exhibit hereto.


7. REPRESENTATIONS, WARRANTIES, AND COVENANTS

     7.1  Representations,  Warranties,  and Covenants of Seller.  Seller hereby
represents, warrants, and agrees to and with Buyer as follows:

          7.1.1  Organization,   Standing  and  Corporate  Power.  Seller  is  a
corporation,  duly  organized,  validly  existing and in good standing under the
laws of its  state of  incorporation,  with all  requisite  corporate  power and
authority to carry on its business as now conducted,  to own the Assets,  and to
execute, deliver and perform this Agreement.

          7.1.2 Corporate Authorization. The execution, delivery and performance
of this Agreement and the  consummation of the transaction  contemplated  hereby
have been duly and validly  authorized by all necessary  corporate action on the
part of Seller,  and this Agreement is a valid and legally binding obligation of
Seller, enforceable in accordance with its terms.

          7.1.3  Conflicting  Agreements;  No Liens.  Neither the  execution and
delivery of this Agreement by Seller nor the  fulfillment of or compliance  with
the terms or provisions hereof will result in a breach of the terms,  conditions
or  provisions  of or  constitute  (whether  or not with the giving of notice or
lapse of time,  or both) a default under or result in a violation of the charter
or by-laws of Seller or any agreement,  contract, instrument, order, judgment or
decree  to which  Seller  is a party or by which it is  bound,  or  violate  any
provision of any  applicable  law,  statute,  rule or  regulations or any order,
decree,  writ or injunction of any court of governmental  body, or result in the
creation  of  any  charge,  lien,   restriction,   security  interest  or  other
encumbrance of any nature whatsoever on any of the Assets, or impose a condition
on or render void or  ineffective  the sale or assignment to Buyer of any of the
Assets.  On the  Closing  Date,  none of the Assets will be subject to any lien,
charge, mortgage, security interest, or encumbrance.

          7.1.4  Consents.  No consent  form,  or other  approval of, any court,
governmental  body or any  other  person is  necessary  in  connection  with the
execution,  delivery or  performance  of this  Agreement  by Seller,  other than
consents and approvals which have already been obtained, and


                                        6

<PAGE>


other than the approval of the Bankruptcy  Court,  and the  consummation  of the
transactions contemplated by this Agreement will not require the approval of any
entity or person in order to prevent the  termination  of any right,  privilege,
license  or  agreement  of Seller  which is  necessary  for the  conduct  of the
Seller's Business.

          7.1.5  Title to  Assets;  Lack of  Encumbrances.  Seller  has and will
deliver  to  Buyer  good and  marketable  title  to (or,  in the case of  leased
property,  valid leasehold  interests in), all of the Assets, real and personal,
tangible  and  intangible,  free and  clear of all  liens,  mortgages  and other
encumbrances  and claims of any kind or  character,  except,  in the case of the
leasehold, the rights of the Lessor.

          7.1.6 Business Expenses. Seller shall pay all expenses attributable to
the Business through the Closing Date, including, but not limited to, payment of
salaries and loan officers' commissions, health insurance, social security taxes
and other such expenses.

          7.1.7  Delivery of Documents.  True copies of all written  instruments
listed on the Exhibits hereto have been made available to Buyer. Seller also has
made and will continue to make available to Buyer all books and records (if any)
retained by Seller and relating to the Business.

          7.1.8 Disclosure.  None of the  representations  or warranties in this
Agreement, in any document, written statement, certificate or schedule furnished
or to be furnished to Buyer pursuant to this Agreement or in connection with the
transactions  contemplated  hereby contains or will contain any untrue statement
of any material fact, or omits or will omit to state any material fact necessary
to make the statement of facts contained therein not misleading.

          7.1.9 No Changes in Assets. Seller has not

               (a) sold, leased, mortgaged, pledged, hypothecated,  transferred,
or disposed of any of the Assets; or

               (b) suffered any material adverse change in the Assets.

          7.1.10 Title and Condition of Assets. Seller has good and merchantable
title to all of the Assets.

     7.2 Representations,  Warranties, and Covenants of Buyer. Buyer represents,
warrants, and agrees to and with Seller as follows:

          7.2.1   Organization,   Standing  and  Corporate  Power.  Buyer  is  a
corporation,  duly  organized,  validly  existing and in good standing under the
laws of the State of Missouri,  with all requisite corporate power and authority
to execute, deliver and perform this Agreement.


                                        7

<PAGE>

          7.2.2 Corporate Authorization. The execution, delivery and performance
of this Agreement and the  consummation of the transaction  contemplated  hereby
have been duly and validly  authorized by all necessary  corporate action on the
part of Buyer,  and this Agreement is a valid and legally binding  obligation of
Buyer, enforceable in accordance with its terms.

          7.2.3 Disclosure.  None of the  representations  or warranties in this
Agreement, in any document, written statement, certificate or schedule furnished
or to be furnished to Seller  pursuant to this  Agreement or in connection  with
the  transactions  contemplated  hereby  contains  or will  contain  any  untrue
statement of any material fact, or omits or will omit to state any material fact
necessary to make the statement of facts contained therein not misleading.


8. ADDITIONAL AGREEMENTS OF THE PARTIES
   ------------------------------------

     8.1 Survival.  The representations and warranties of the parties herein and
all agreements  assumed or undertaken  pursuant to this Agreement  shall survive
the closing,  any  investigation by or on behalf of any party to this Agreement,
and the delivery of transfer documents contemplated hereby;  provided,  however,
such  representations and warranties shall expire and be of no further force and
effect  following a period  commencing  on the Closing  Date and ending five (5)
years from the Closing Date.

     8.2  Payment of Costs.  Buyer and Seller  shall  share on a 50/50 basis all
costs and expenses  incurred or to be incurred in negotiating and preparing this
Agreement and in closing and carrying out the transactions  contemplated by this
Agreement.

     8.3 Specific  Performance.  Seller  acknowledges that the Assets to be sold
and delivered to Buyer  pursuant to this Agreement are unique and that Buyer may
have no  adequate  remedy at law if any party  shall fail to perform  any of its
obligations under this Agreement.  ln such event, Buyer shall have the right, in
addition to any other  rights and  remedies it may have at law or in equity,  to
specific performance of this Agreement.

     8.4 Additional  Assurances.  Each party hereto agrees to promptly  execute,
acknowledge,  and  deliver to any other  party  hereto,  on or after the Closing
Date,   such  additional   deeds,   bills  of  sale,   assignments,   documents,
certificates,  instruments, or agreements and to promptly take such other action
as the party  requesting the same may reasonably  request in order to more fully
effectuate and consummate the  transactions  contemplated  by this Agreement and
the transfer of and payment for the Assets.

     8.5 Seller's Employees. Buyer does not promise to employ any of the current
employees  of Seller.  Seller  shall  preserve  and make  available to Buyer the
personnel files on each of Seller's employees who are employed by Buyer.


                                        8

<PAGE>

9. PRIOR TO CLOSING
   ----------------

     9.1  Access.  During  the  period  from the date of this  Agreement  to the
Closing Date, Seller shall cause Buyer to be given free access to the Assets and
to  Seller's  offices  and other  premises,  records,  files,  books of account,
contracts, commitments,  insurance policies, surety bonds, leases, and copies of
tax  returns of Seller for the purpose of  conducting  an  investigation  of the
Assets through  Buyer's  employees or agents,  independent  public  accountants,
outside  business  consultants,  and  attorneys;  provided,  however,  that such
investigation  shall  be  conducted  in a  manner  that  does  not  unreasonably
interfere with Seller's  normal  operations and employee  relationships.  Seller
shall cause its personnel to assist Buyer in making such investigation and shall
cause its  counsel,  accountants,  employees,  and other  representatives  to be
available to Buyer for such  purposes.  During such  investigation,  Buyer shall
have the right to make copies of such records,  files, and other materials as it
may deem advisable.  If the transactions  contemplated by this Agreement are not
consummated as provided herein,  Buyer and its  representatives  shall treat all
information  obtained in such investigation and not otherwise known to Buyer, or
already in the public domain, as confidential  shall return to Seller all copies
made by Buyer and its  representatives of material belonging to Seller and shall
not use any such information for any purpose whatsoever.

     9.2 Conduct of Business  Pending  Closing.  During the period from the date
hereof to the Closing Date,  Seller shall conduct its Business  operations  with
respect to the Assets according to its ordinary and usual course of business and
shall maintain its records and books of account in a manner that fairly reflects
its financial transactions with respect to the Assets. Seller agrees that during
such period it shall not, in its  operation  of the Assets,  without the written
consent of Buyer:

          9.2.1  Pay  or  incur  any   obligation  or  liability,   absolute  or
contingent,  other than current  liabilities  incurred in the ordinary and usual
course of business;

          9.2.2  Mortgage,  pledge,  or,  other than in the  ordinary  and usual
course of the Business, subject to lien or other encumbrance any of the Assets;

          9.2.3 Except in the ordinary and usual course of the  Business,  sell,
or transfer any of its  properties or assets or cancel,  release,  or assign any
indebtedness owed to it or any claims held by it;

          9.2.4 Make any material change or decrease in its Business  insurance,
advertising, or employment commitments or arrangements, or enter into or amend

               (a) Any contract for the purchase of supplies or inventory  other
than such contracts incurred in the ordinary and usual course of business;

               (b) Any employment, management, or consultation agreement;


                                        9

<PAGE>

               (c) Any lease, license, royalty, or union agreement; or

               (d) Any other  agreement  not in the ordinary and usual course of
business; or

          9.2.5 Enter into any transaction or agreement or take any other action
which would,  if effected prior to the Closing Date,  constitute a breach of any
of the representations, warranties, or covenants contained in this Agreement.

     9.3 Required Consents and Approvals.  The Seller shall obtain all necessary
consents and approvals in order to enable Seller to assign and transfer to Buyer
the Assets.

10. CLOSING CONDITIONS; RIGHT TO TERMINATE
    --------------------------------------

     10.1 Conditions to Buyer's Obligations.  Each and every obligation of Buyer
to Seller  hereunder to be performed on the Closing Date shall be subject to the
satisfaction  of each of the  following  conditions,  occurrence  of which  may,
except for approvals and consents  required by laws, at the option of Buyer,  be
waived:

          10.1.1 The  representations and warranties of Seller contained in this
Agreement  shall all be true in all  material  respects  on or as of the Closing
Date,  with the same effect as though such  representations  and  warranties had
been made or given on and as of the Closing Date;

          10.1.2 The Assets,  taken as a whole,  shall not have been  materially
adversely  affected  in any way as a  result  of  fire,  explosion,  earthquake,
disaster,  accident,  any action of any governmental  authority,  flood, storms,
embargo, riot, civil disturbance,  uprising activity of armed forces, or acts of
God or public enemies;

          10.1.3  Seller  shall have  performed  and  complied  in all  material
respects  with all of its  obligations  under  this  Agreement  which  are to be
performed or complied with by it prior to or on the Closing Date;

          10.1.4  There  shall  not be  pending  or  threatened  any  litigation
challenging the lawfulness of the transactions contemplated hereby or seeking to
enjoin or restrain the consummation of this Agreement;

          10.1.5  Seller shall have  obtained (and Seller hereby agrees to exert
reasonable  efforts to obtain) the valid consent of all parties whose consent is
required to the transfer and assumption of any contracts, leases or other Assets
where the failure to obtain such consent would have a material adverse effect on
the intended business of Buyer or its assignee;

          10.1.6  Seller  shall have  delivered  all  documents  required  to be
delivered by it to Buyer at the Closing;

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<PAGE>

          10.1.7 Buyer and its counsel shall be reasonably satisfied that all of
the foregoing conditions have occurred and are continuing; and

     10.2  Conditions  to Seller's  Obligations.  Each and every  obligation  of
Seller to be performed on the Closing Date shall be subject to the  satisfaction
of each of the  following  conditions,  occurrence  of  which  may,  except  for
approvals and consents required by law, at the option of Seller, be waived:

          10.2.1 The  representations  and warranties of Buyer contained in this
Agreement  shall all be true in all  material  respects  on or as of the Closing
Date,  with the same effect as though such  representations  and  warranties had
been made or given on and as of the Closing Date;

          10.2.2  Buyer  shall  have  performed  and  complied  with  all of its
obligations  to Seller which are to be performed or complied with by it prior to
or on the Closing Date;

          10.2.3  There  shall  not be  pending  or  threatened  any  litigation
challenging the lawfulness of the transactions contemplated hereby or seeking to
enjoin or restrain the consummation of this Agreement;

          10.2.4  Buyer  shall  have  delivered  all  documents  required  to be
delivered by it to Seller pursuant to this Agreement at the Closing; and

     10.3 Right To Terminate.  If each of the  conditions  set forth above shall
not have  occurred  and be  continuing  (for any reason  other than default by a
party) and if the  transactions  contemplated  by this Agreement  shall not have
been  consummated  on or before the Closing  Date,  either Buyer or Seller shall
have the  right to  terminate  this  Agreement  at any time  thereafter  without
liability to any other party hereto.

     10.4  Post-Closing  Obligations.  At all times  following the Closing Time,
Seller shall  promptly  deliver to Buyer any payments  received by Seller in the
form so received on account or with respect to any of the receivables, accounts,
or other assets being purchased by Buyer  hereunder,  with such  endorsements or
other  signatures as may be reasonably  requested by Buyer in order for Buyer to
promptly realize payment of such items.

In addition,  Seller agrees to pay to Buyer for providing  Post-Closing Services
on loans that have been closed by Seller,  an amount equal to Four  Thousand and
No/100  Dollars  ($4,000.00)  which shall be netted against the final payment to
Buyer of the outstanding  Mortgage Pipeline Loans. For purposes of this Section,
"Post-Closing  Services"  shall  include all the required  procedures to deliver
loans to third party investors until the loan is funded by such investor and all
procedures required to complete all quality control procedures necessary to have
a completed loan as required by investor guidelines.


                                       11

<PAGE>


11. MISCELLANEOUS
    -------------

     11.1  Notices.  Any notices or other  communications  required or permitted
hereunder  shall be in  writing,  and shall be deemed to have been duly given on
the date of service if served  personally  on the party to whom  notice is to be
given,  or on the fifty  (5th) day after  mailing if mailed to the party to whom
notice is to be given by first class  mail,  or upon  delivery if by  registered
mail,  return  receipt  requested,  postage  prepaid and  properly  addressed as
follows:

            If to Seller:                  AFI Mortgage Corp.
                                           5425 Martindale Street
                                           Shawnee Mission, Kansas 66218

                         With copy to:     Erickson & Sederstrom, P.C.
                                           Regency Westpointe
                                           10330 Regency Parkway Drive
                                           Suite 100
                                           Omaha, Nebraska 68114-3761
                                           Attn:  Mark Peterson

            If to Buyer:                   First Mortgage Investment Co.
                                           5225 West 75th Street
                                           Prairie Village, Kansas 66208

                         With copy to:     Shughart Thomson & Kilroy, P.C.
                                           Twelve Wyandotte Plaza
                                           120 West 12th Street
                                           Suite 1600
                                           Kansas City, Missouri 64105
                                           Attn: Steven H. Goodman

Any party may  change  the  address to which  notices  and other  communications
hereunder  are to be  delivered  by giving the other party  notice in the manner
herein set forth.

     11.2 Time. Time is of the essence of this Agreement.

     11.3 Law Governing.  This Agreement  shall be construed in accordance  with
and governed by the laws of the State of Kansas.

     11.4  Confidentiality.  Except as may be required to comply with applicable
law and  regulations or to obtain  required  regulatory  approvals to consummate
this  transaction,  the parties hereto shall each use their best efforts to keep
confidential  any and all  information  relating to this  transaction and to one
another and will instruct their officers, employees and other representatives


                                       12

<PAGE>

having access to such information of such obligations of confidentiality. In the
event the  transactions  contemplated  herein are not  consummated,  each of the
parties hereto shall return all documents,  including any copies thereof, to the
party which provided the same.

     11.5 Publicity.  Each party hereto will advise,  confer with and obtain the
prior  written  consent  of the other,  prior to the  issuance  of any  reports,
statements or releases to the media or otherwise  pertaining to this transaction
or the implementation thereof.

     11.6 Expenses and Attorney Fees. Except to the extent otherwise provided in
this Agreement,  each party shall be responsible for all expenses and attorney's
fees incurred by it in performing its obligations  under this Agreement.  In the
event of any suit,  action or proceeding  brought by any party for the breach of
any term hereof, or to enforce any provisions hereof, the prevailing party shall
be entitled to reasonable  attorney's  fees in addition to court costs and other
expenses of litigation as allowed by law.

     11.7 Entire Agreement;  Amendments;  Waivers. This Agreement (including the
documents  referred  to herein)  constitutes  the entire  Agreement  between the
Parties and supersedes any prior understandings,  agreements, or representations
by or between the  Parties,  written or oral,  to the extent they related in any
way to the subject matter hereof. No supplement,  modification or waiver of this
Agreement shall be binding unless executed in writing by the parties to be bound
hereby.  No waiver of any default,  misrepresentation,  or breach of warranty or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or  subsequent  default,  misrepresentation,  or  breach  of  warranty  or
covenant  hereunder  or affect in any way any  rights  arising  by virtue of any
prior or subsequent such occurrence.

     11.8  Headings.  The  section  headings  contained  in this  Agreement  are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

     11.9  Incorporation  of Exhibits and Schedules.  The Exhibits and Schedules
identified  in this  Agreement are  incorporated  herein by reference and made a
part hereof.

     11.10 Binding  Effect.  All of the terms and  provisions of this  Agreement
shall be binding  upon and shall inure to the benefit of the parties  hereto and
their respective transferees, successors and assigns. No party may assign either
this Agreement or any of its rights, interests, or obligations hereunder without
the prior written approval of the other party.

     1.11  Parties in  Interest.  Notwithstanding  any other  provision  of this
Agreement,  this Agreement  shall not create any rights or benefits on behalf of
any employee, creditor, third party or other person, and this Agreement shall be
effective only as to the parties hereto, their successors and assigns.

     11.12  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original  but all of which taken
together shall constitute one and the same instruments.


                                       13

<PAGE>

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered on their behalf on the date first above written.



                                      AFI MORTGAGE CORP., as Seller


ATTEST:
                                     By: 
                                        ---------------------------------------

-------------------------            Name:
Secretary                                  ------------------------------------

                                     Title:
                                           ------------------------------------



                                     FIRST MORTGAGE INVESTMENT CO., as Buyer


ATTEST:
                                     By:
                                         --------------------------------------
-------------------------            Name:
Secretary                                  ------------------------------------ 
                                    
                                     Title: 
                                            -----------------------------------


                                       14

<PAGE>
                                   EXHIBIT 1.1

                                     ASSETS


1.   All mortgage pipeline loans.

2.   All  rights  to  the  remote  site  contracts,  including  all  information
     necessary to operate the remote site computer network.


                                       15

<PAGE>




                                   EXHIBIT 1.4

                                   OBLIGATIONS


None.


                                       16

<PAGE>



                                   EXHIBIT 2.1

                                 LEASE AGREEMENT




                                       17

<PAGE>



                                   EXHIBIT 3.1

                         FURNITURE, FIXTURES & EQUIPMENT




                                       18

<PAGE>


                                   EXHIBIT 4.1

                                LETTER OF INTENT


                                       19